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Oversight and Delegation in Corporate Governance: deciding what the board should decide

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  • Michael Useem
  • Andy Zelleke

Abstract

American boards of directors increasingly treat their delegation of authority to management as a careful and self‐conscious decision. Numerically dominated by non‐executives, boards recognize that they cannot run the company, and many are now seeking to provide stronger oversight of the company without crossing the line into management. Based on interviews with informants at 31 major companies, we find that annual calendars and written protocols are often used to allocate decision rights between the board and management. Written protocols vary widely, ranging from detailed and comprehensive to skeletal and limited in scope. While useful, such calendars and protocols do not negate the need for executives to make frequent judgement calls on what issues should go to the board and what should remain within management. Executives still set much of the board's decision‐making agenda, and despite increasingly asserting their sovereignty in recent years, directors remain substantially dependent upon the executives’ judgement on what should come to the board. At the same time, a norm is emerging among directors and executives that the latter must be mindful of what directors want to hear and believe they should decide.

Suggested Citation

  • Michael Useem & Andy Zelleke, 2006. "Oversight and Delegation in Corporate Governance: deciding what the board should decide," Corporate Governance: An International Review, Wiley Blackwell, vol. 14(1), pages 2-12, January.
    • Handle: RePEc:bla:corgov:v:14:y:2006:i:1:p:2-12
    DOI: 10.1111/j.1467-8683.2006.00479.x
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    Cited by:

    1. Ethel Brundin & Mattias Nordqvist, 2008. "Beyond Facts and Figures: The Role of Emotions in Boardroom Dynamics," Corporate Governance: An International Review, Wiley Blackwell, vol. 16(4), pages 326-341, July.
    2. Jelena Nikolić & Verica Babić, 2016. "The Implications Of Ownership Concentration Forshareholder Protection And Strategic Decision-Making," Economic Annals, Faculty of Economics and Business, University of Belgrade, vol. 61(211), pages 69-98, October -.
    3. Tim Baldenius & Xiaojing Meng & Lin Qiu, 2021. "The value of board commitment," Review of Accounting Studies, Springer, vol. 26(4), pages 1587-1622, December.
    4. Pugliese, A. & Bezemer, P.J. & Zattoni, A. & Huse, M. & van den Bosch, F.A.J. & Volberda, H.W., 2009. "Boards of Directors’ Contribution to Strategy: A Literature Review and Research Agenda," ERIM Report Series Research in Management ERS-2009-013-STR, Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus University Rotterdam.
    5. Muhammad Hassan & Muhammad Rizwan, 2016. "Corporate Governance Under Multi- Theoretical Perspective," IBT Journal of Business Studies (JBS), Ilma University, Faculty of Management Science, vol. 12(2), pages 68-86.
    6. Steven Boivie & Michael C. Withers & Scott D. Graffin & Kevin G. Corley, 2021. "Corporate directors' implicit theories of the roles and duties of boards," Strategic Management Journal, Wiley Blackwell, vol. 42(9), pages 1662-1695, September.
    7. Irfan Raza & Fouzia Tariq, 2016. "Effect Of Hr Diversity Management Practices On Employee Knowledge Sharing: Examining The Mediating Role Of Trust On Leadership And Moderating Role Of Cooperative Norms," IBT Journal of Business Studies (JBS), Ilma University, Faculty of Management Science, vol. 12(2), pages 12-11.
    8. Seil Kim & Seungjoon Oh, 2024. "Outside directors’ insider trading around board meetings," Review of Accounting Studies, Springer, vol. 29(3), pages 2617-2649, September.

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