Keywords
Roles
Corporate Governance
One-tier board
Two-tier board
How to Cite
Abstract
The board of directors is a highly complex organ considering its origin and
reasons for existence, board members´ relation to the corporation, shareholders
and officers, and board´s functioning and models. The corporate governance
movement has defined the board´s main activities and responsibilities
under a prism that includes three main roles: the decision-making role, the
monitoring role and the relational role. However, when analyzing two of the
most important jurisdictions (the United States and the United Kingdom)
it seems that the board of directors has problems to perform its functions
properly. The analysis shows the board as an imperfect and limited organ
subject to a variety of tensions and interests. Thus, it would be of great help
if the board could be analyzed under a new outlook in which the first role is
to be a manager of tensions.
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