Styrelseledamöters mandat - ansats till en teori om styrelsearbete i börsnoterade företag

Detta är en avhandling från Department of Business Administration

Sammanfattning: The ownership structure of public-listed companies in Sweden has undergone large changes during the last 20 years. Since the 1970's, the interest in the stock market has grown substantially, and in addition to more active domestic actors, the national borders have been opened to foreign capital. The change towards a more active stock market in Sweden has increased the interest for issues concerning corporate governance and control of the large companies, with the role and responsibility of the owners being an issue of focal interest. A more “active ownership” has been expressed, and there are several possible ways that are open for owners who wish to get involved in corporate governance. Besides direct contacts with the firm’s top management team and voicing out opinions during the annual meetings, the board of directors is one possible venue for involvement. A question that has yet to be extensively addressed is: under what conditions and how do the owners consider the board of directors of a company as a means for implementing their intentions? This issue appears to be critical if one views the board of directors as a vehicle for owner involvement. The other side of the coin is how the directors of the board perceive their mandates. Even though the company law provides a framework for the functions of the board, individual directors may have different views regarding who the most important stakeholders are and how the different interest groups of the firm are supposed to be balanced. The perceived mandate will thereby influence the owners’ approach in governing the company through the board of directors. An important assumption in this study is that the directors develop interpretations or perceptions of both the owners’ intentions with the firm and their own roles, duties, and responsibilities as directors. I define this perception as the perceived mandate of the director. The purpose of this study is to investigate how the directors of corporate boards perceive, define, and relate their mandates, roles, and responsibilities with respect to shareholders, management, other stakeholders, and the directors within the same board. On this basis, I formulate theoretical and empirical constructs regarding the work of the board. In particular, the study focuses on the board members’ perception of the owners' intentions. A conceptual model of factors that form directors’ mandate is proposed and developed. The factors are: type of director, directors’ competencies, forms for organizing work in the board, perceived owner intention, relationship with the management, perceived responsibility, and views of stakeholders. The empirical investigation was carried out through case studies involving two companies, Höganäs AB and Perstorp AB. To study the owners’ intentions from their perspective, I studied public documents, such as annual reports, from the ten largest shareholders in the companies. In order to evaluate the perceptions about the specific relations within the board of directors, and between the directors and the context, interviews with the directors have been extensively carried out.

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