This inductive study explores the forces that shape the leadership structure and composition of the boards of directors of the largest American and British companies. Despite the widespread perception of an “Anglo-American model” of corporate governance, a cross-national comparison of boards highlights two characteristic structural differences at the level of the firm: American CEOs chair the board, whereas British boards separate the chief executive and chairman roles; and American boards have outside director supermajorities, while British boards are almost evenly balanced between outsiders and management. The dissertation identifies the logics that underlie directors' choice of leadership structure and board composition, and accounts for the cross-national variation in governance models and the isomorphism observed in each country. Director interviews are the primary source of data. A theoretical framework is developed from the data that explains how ostensibly discretionary firm-level design choices are substantially structured by nation-level forces. The study also explores the behavioral consequences of separating the CEO and chairman positions, a reform some have advocated in response to the recent wave of corporate misconduct in the United States.
展开▼
