Corporate Governance & Organization Life Cycle: The Changing Role and Composition of the Board of Directors
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as a paradoxical challenge with inherent conflicting requirements. That said, in the ongoing discussion on how to improve governance, it is worth noting that many directors perceive these changes in the legal framework to be a first step. SOX and other regulations were meant to correct the corporate excesses of the late 1990s and early 2000s, such as those seen with Enron and Tyco. However, board members also tend to believe an approach that is too legalistic would have a limited impact without a corresponding change in corporate culture and the way business is conducted. According to Kocourek, Burger, and Birchard (2003),

Our experience in advising boards and CEOs…and a review of contemporary best practices leads to one universal conclusion: Governance begins at home—inside the boardroom, among the directors. It is embedded in how, when and why they gather, interact and work with one another and with management…in other words, the ‘soft’ stuff. (p. 2)

Indeed, the extant literature supports the view that directors’ motivations and interactions with each other, as well as board internal and external contexts and processes, have an impact on board effectiveness (McNulty & Pettigrew, 1999; Pettigrew & McNulty, 1995; Pye, 2005; Pye & Pettigrew, 2005; Roberts, 2002).