Title:
Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk
Name Author:
Dr Nick Beech
University Affiliation:
School of Human Resource Management and
Organisational Behaviour, Faculty of Business and Law,
Leeds Beckett University, Rose Bowl 404, City Campus,
Leeds LS1 3HB
E-mail Address:
n.beech@leedsbeckett.ac.uk
Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk
Abstract
Purpose – To examine the mainstream theories of corporate governance in an attempt
to suggest that their underlying assumptions are misplaced and that the need is to
analyse the impact discourse has on decision-making practices within the boardroom.
From suitable HR strategies can be developed to enable more effective boardroom
performance to prevail.
Design/methodology/approach – The paper engages with traditional governance
theory from a business and organisational perspective. It then considers the
boardroom environment and the challenges the relevance and limitation of such
traditions. Drawing upon the ethnographic method the work explores how directors
employ talk-based interpersonal routines to influence boardroom processes.
Findings – The analysis suggests that the established underlying assumptions and
rational ideologies of corporate governance are misplaced and to understand the
workings of corporate governance we need to gain deeper insight into the
employment of talk within boards.
Originality/value – The paper makes a case for greater focus to be placed upon finegrained studies of talk-based interpersonal practice within boards. The work further
challenges the suitability of mainstream theories of corporate governance as credible
approaches to exploring how influence is employed by the power elite.
Research limitations/implications - The work is limited to the workings of one board
but provides insight in to the employment of ethnographic methods to boardroom
enquiry.
Practical implications – The work provides greater insight in to boardroom talk and
events from which HR theorists and practitioners can enrich their understanding and
devise suitable development strategies to support boardroom effectiveness.
Keywords
Corporate Governance, discourse, ethnographic, talk, sense making, boardrooms,
management elite.
Scholarly Practitioner Stream
Track: Corporate Governance
Word Count: 5,239
Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk
Introduction
In recent years, there has been substantial growth in the literature focused on corporate
governance. This has to a large extent been stimulated by a wide range of corporate
fraud, major corporate failure, abuse of management power and excessive executive
remuneration, which can be highlighted in such cases as WorldCom (Peasnell, et al.,
2003; Rovella and Baer, 2005), Enron, Arthur Andersen, (Bryce, 2002), Lehman
Brothers (Fernando, May and Megginson, 2012; Johnson and Mamun, 2012), RBS,
HBOS, Northern Rock and Bradford and Bingley (Porter, Kirkup and Rayner, 2008).
The sustained and ongoing nature of these major failings, for well over three decades,
has further fuelled the debate surrounding the degree of effectiveness (or rather
ineffectiveness) of the current concepts, theory, rules and mechanisms employed in
addressing these governance shortcomings (Clarke, 1998; Letza et al., 2004; Sun,
Stewart and Pollard, 2011). The established debate appears to be a polarisation of the
rational economic model of agency (Jensen and Meckling, 1976) versus a collective
and potentially idealised stakeholder model (Mitchell, Agle and Wood, 1997; Freeman,
2004; Friedman and Miles, 2006; Greenwood, 2007). It has been suggested that this
polarised debate appears superficial in nature and that there is a need to give greater
importance to gaining insight into the actual governance practice of boards. However,
what is apparent is that Anglo-American corporate governance does appear to have
progressively worsened and this lack of fortitude contributed to the crisis of 2008
(Clarke, 2011; OECD, 2009).
It is evident that someone somewhere is facilitating or overlooking such excessive
breaches in corporate governance. The focus now is on the epicentre of the corporation
and specifically the detailed working and outputs of the board (Higgs and Dulewicz,
1998; Tricker, 1995) and how, through the skilful use of talk the management elite
manage meaning and make sense of their world (Smircich and Morgan, 1982; Knights
and Willmott 1992).
This paper will provide a greater understanding of and insight into the linguistic
interactions between directors, will consider how they use talk to develop
understanding and share meaning and establish boardroom norms, and will help to
clarify how language is used to support directors in their collective decision making.
Specifically, the work focuses on how, in its many forms, language is used to construct
a collective and shared reality upon which decisions can be based; in so doing it
considers the power effects of corporate strategy discourse (Knights and Morgan, 1991).
The aim is to provide an insight in to how best directors or aspirant directors can be
prepared and developed for boardroom life and effectively engage with the
management elite.
Tricker (1983) suggested that many studies have been produced without talking to a
single director and with little consideration of a boardroom powerbase. Many studies
seem to overlook the fact that they are studying social actions and interactions and
therefore cannot be addressed purely from a detached, objectivist perspective. With this
in mind and adopting and ethnographic method approach, the work will critique the
employment of talk within a boardroom context with the purpose of gaining greater
insight in to boardroom working practice. Firstly, we will consider the contextual
necessity for board-room studies.
Crisis and the Board
The corporate crisis does appear to have stimulated a resounding call from both
practitioners and regulators for a generic one-size-fits-all board mechanism and
composition (Sur, Lvina and Magnan, 2013) or just more and more external regulation.
The concern here is that this approach avoids reviewing the evidence regarding the
validity and relevance of current underlying governance theory and concepts in context
to the complicity of working practice (Daily, Johnson and Dalton, 1999; Merritt and
Lavelle, 2004). What is evident is that practitioners and regulators have taken a
detached, formal and static interpretation of the workings of governance mechanisms,
which negates the intimate, dynamic and complex nature of boardroom life: an area that
appears to be elusive to access and research (Samra-Fredericks, 2003; 2005). Further,
even though scholars and practitioners have attempted to study the board as a corporate
decision-making device for decades (Mace, 1971) little progress seems to have been
made in providing a deeper understanding of practice.
The tension between the dualistic paradigms asserting the primacy of stakeholders
(Freeman, 2004) over shareholders (Jensen and Mechling, 1976) or vice versa: i.e. who
should benefit from value creation private ownership or broader society, has provided
some theoretical and conceptual insight into corporate governance, although the extent
of the validity of such work has been questioned (Letza and Sun, 2004; Letza et al.,
2004). It can be seen that such research has not investigated the dynamics of in situ
boardroom practice which is both an oversight (Pettigrew and McNulty, 1995; SamraFredericks, 2000) but also a distraction to gaining deeper insights in to boardroom
working practice. These conceptual orthodoxies appears to ignore the way in which
directors, set within a dynamic board environment of interaction and interpersonal
complexity, employ their personal skills and attributes (Klein, Dansereau and Hall,
1994) to interact with their peers; how they negotiate and build meaning, establish
consensus and select appropriate outcomes (Samra-Fredericks, 2005). A serious shortcoming of directors’ participation during board meetings are key factors in
understanding board effectiveness (Samra-Fredericks, 2000, 2005; Bezemer, Nicholson
and Pugliese, 2014; Machold and Farquhar, 2013). Consequently, there are numerous
call for new, direct investigation into how boards actually work (Letza and Sun, 2004;
Samra-Fredericks, 2005; Pettigrew, 2013).
HRD and SHRM Context
Human Resource Development (HRD) and Strategic Human Resource
Management/Development (SHRM/D) cannot negate consideration and scrutiny in this
debate particularly as it can be argued that SHRM/D role is to develop, focus and align
human capital so that it can lead and support the achievement of both the organisations
short and long term goals and thereby secure sustained success (Garavan, 2007;
MacKenzie, Garavan, & Carbery, 2014). Key is that HRD plays a central role in the
development of leadership and management within an organisation and thereby is
integral to the organisations cultural infrastructure (Kuchinke, 2010) shaping the
acceptable operational norms that dictate how it does business.
The primary role of SHRD is the development of both organisational and leadership
capability (Garavan, 2007; Peterson, 2008). It does this by developing appropriate
policies and practices that secure human capital aligned to the organisations strategy
and objectives. Clearly this will influence the development of the appropriate working
culture in structure and agency, and in so doing will positively motivate (Thoresen et
al., 2003) and legitimise employees’ actions to be taken. What strategies SHRM/D do
and do not do will provide signals to employees that reinforce symbolic messages of
what are appropriate actions to be taken; effectively their initiatives socialize, legitimize
and institutionalize organisational culture and social action.
Concern can be raised as to the nature of the role SHRM/D undertakes i.e. is it merely
a device of implementation or should it be seen in a more holistic institutional
developmental role which challenges management thinking, that contributes to the
development of a more critical and ethical approach to both the strategic vision and
planning and operational practice (MacKenzie, Garavan, & Carbery, 2011, 2012,
2014). It is noted that the development of effective leadership capability is a
fundamental contributor to sustained competitive advantage (Barney, 1991; Lei &
Slocum Jr., 2005; Teece, Pisano, & Shuen, 1997) therefore care is needed not to create
an asymmetric imbalance by focusing short-term goals as this can undermine the
organisations strategic value (Greenwood, 2013) and long term wellbeing.
However, when considering this within a boardroom context the HR function may not
muster sufficient power and respect (Bierema, 2009) to influence events and therefore
cannot drive policy (Fenwick, 2005, p. 233). This said SHRD does have the local
capability to develop programmes that foster key skills (Peterson, 2008) attitudes or
virtues that can facilitate this by getting management to consider the consequences of
their and their organisations actions. Thereby, HRD could provide a counterbalance by
developing the leadership skills and background culture where managers are free and
willing to ask questions that challenge the dominant orthodoxies, assumptions and
narratives (MacKenzie, Garavan, & Carbery, 2011, 2012) that surround them.
Narratives can become so imbedded within the organisational social norms that they
become concealed, obscured and shrouded within the everyday routines of practitioner
life, subtly sabotaging organisational intent and therefore there is a need for greater
critique of what is said, it’s context and sub-text. As scholars, we must challenge our
assumption and develop theories that delve deeper into narratives and backgrounds that
motivate and dictate people, organizations and institutions actions. This includes the
development of greater conscious and critical awareness of text, context and sub-text
and the symbolic nature of action and the complicity of silence and inaction.
There is a need for scholars to challenge the economic centric theories that often
provide legitimacy for short-term ventures (Werbel & Balkin, 2010) and reflect and
develop social theories considering the role HRD as a balancing force that develop
leaders, throughout the organisation, who demonstrate conscious vigilance and courage
to ask appropriate questions that challenge the norms.
The Managerial Elite
When considering boards and directors, one cannot avoid touching on the idea of a
social/corporate elite, a small minority, a network of economic elites, who hold
considerable power independent of a state's government. It is suggested that there are
cohesive interpersonal networks composed of top leaders in business and other
executives who control key national decisions (Mills, 1956; Moore, 2002), a set of
overlapping 'crowds' and intricately connected 'cliques‘ (Mills, 1956, p. 11; Moore,
2002), who are both enmeshed and complicit in retaining power.
It is contended that this cohesion is born out of social class, homogeneity, family and
educational background (Useem and Karabel, 1985; Ott, 2011), while others suggest
that these relationships are value-based pragmatics (Putnam, 1976; Moore, 2002).
Within this review scholars have attempted to map interpersonal or interorganisational
connections (Moore, 2002), either reported by these elites or through more informal
membership network analysis (Domhoff, 2005; 2009), which includes studying of
cross-board membership by directors and general association and membership of other
organisations. Such research focuses on the importance of the informal communication
networks (Higley and Moore, 1981; Moore, 2002) found in tightly integrated elite
circles which represent diverse elite groups in cohesive central circles and the core
groups within each central circle, which consist of the most powerful elites in each
country, demonstrating tight integration: circles within circles. Higley and Moore
(1981) support Mills (1956), who described them as shifting, informal elite circles
power invisible to outsiders, select networks of influence and shared opinion providing
relatively easy, safe access to one another, with directors not only holding corporate
boards but also holding seats on key non-profit boards of trustees (Useem, 1985; Bond,
2005; Burris, 1991). This suggests that there is a fine corporate web, with the
employment and movement of power within and between the corporate elite that
maintains an established orthodoxy.
Elite networks are complex and their interplay and relationships can often be subtle.
Although they may be distinctly talk-based, they may therefore need a greater
appreciation of history and of personal power and relationships. Such an understanding
questions the accuracy of recording of events: what is purported to have transpired may
or may not reflect a total reality because factors such as the way in which something
was said and by whom could have an impact. This can be divisive, but when interpreting
accounts of events, one must understand the observer‘s personal perspective. One can
suggest that interpretation is both context- and experience-based, requiring the observer
to consciously recognise and reflect on what is happening in front of them; this can
present the opportunity for deeper insights to be gained.
Corporate elites’ power can be considerable, operating at grand strategic levels
(national/ international and socio-political), but it can also be relative set within
confines of the local corporate structure, which can be distinctly focused on the
boardroom and the interplay of its specific corporate elite. Within this study one can
focus on the local elite to see how their style and specialist language is used to affect
interpretation and effect action. In support of this one can see that discourse contributes
and constructs relationships and that there is therefore a clear link between discourse
and power (Wodak, 1985; van Dijk, 1989; Mey, 1985; 1993) which informs both the
subject to be studied and the methodological approach to be adopted.
Methodology
To devise an appropriate methodology it is well worth evaluating how researchers can
enhance understanding of the boardroom, exploring alternative research approaches
that have been adopted, and considering the challenges the researcher faces in accessing
the board and applying appropriate tools to gain insights into the decision-making
process (Pettigrew 1992; Samra-Fredericks, 2000). It is acknowledged that this area is
notoriously difficult to access (Finkelstein and Hambrick, 1996; Clarke, 1998) because
there is a general need for confidentiality in boardroom matters. This, in part, can be
understood due to the relative magnitude of many of the decisions that are made and
the consequent risks of exposure for both the corporate entity and individual board
members.
The problem with discovering the details of what actually happens in the boardroom is
that even if an executive says what they believe happened, this is only their account
from one personal perspective. The challenge is in reflecting on the fullness of the
account they present and assessing whether it is really an accurate reflection of the
detail in the boardroom dynamics or this just one descriptive interpretation of events. It
can be difficult to interpret meaning from their comments or to substantiate them.
Clearly one can see that surveys, questionnaires and interviews do not provide the depth
necessary to reveal the relational dynamics of the boardroom (Pettigrew and McNulty,
1995). At best such tools are one step away from determining what actually goes on in
the boardroom. Without such in-depth insights into the detailed workings of boards it
is difficult to gauge the realities of boardroom practice (Samra-Fredericks, 2005).
Therefore, there is a need to actually observe board behaviour in situ, because this is
the only way that these relationships can be meaningfully understood; only then can we
gain insights in to what directors actually do, how they collectively build relationships
and how they engender collaborative agreement in order to make decisions (Clarke,
1998; Heracleous, 1999). With this in mind one can demonstrate clear justification for
approaching the research using an ethnographic methodology to produce a sufficiently
fine-grained study (Clarke, 1998).
To address the needs of this study the selection of an ethnographic approach (Geertz,
1983; Atkinson et al., 2001) has been made, this has been influenced by both previous
research conducted within the project (Samra-Fredericks, 2003; 2005;) and informed
by secondary research that focused on understanding actual board behaviour (Clarke,
1998; Heracleous, 1999), understanding the characteristics of leaders and followers
(Gardner and Avolio, 1998) and assessing the talk-based interpersonal routines that
enable know-how and experience to be deployed and to influence the boardroom
process (Samra-Fredericks, 2000). Ethnographic research focuses on deep observance,
mindful listening and reflexivity in the interpretation of participants’ interactions. The
researcher pays attention to how participants establish meaning and develop trust by
looking for those taken-for-granted methods of producing order that constitute sense,
with the aim of developing in-depth portrait of the participant and their social actions
(Geertz, 1983; Atkinson et al., 2001; Rawls, 2008); this includes what is said and how
and where it is said. In this case, the researcher observed the turn-by-turn employment
of talk to establish a collective meaning from which participants developed their own
mutually agreed order through social interaction. What is key is that such interactions
are taken for granted and therefore may not be something that participants are
consciously aware of; it is therefore essential that the ethnographic researcher is
reflexive on in situ observations, because there may be deeper meaning and greater
insights to be gained from what participants actually do and say. One will appreciate
that the researcher cannot just ask participants to discuss what they feel about the
production of meaning and sense because this will only provide their interpretation, but
not necessarily account for what they do. The researcher needs to see the impact of
actions and events as they transpire to grasp the meaning of a situation in its social
context (Geertz, 1973) and consider how actions play out in relation to influence, power
and consequential actions.
Clearly there is a need to balance the ethnographic requirement for understanding and
immersion in the subject with the need for explication and the generation of insights.
However, this is a fine balance: even though theory can assist in both the interpretation
of the experience of the events and the analysis of the objectivity of the structure of the
approach, care needs to be taken to ensure that theory does not obscure or contradict an
interpretive ethnographic approach. One approach is that of Laughlin (1995), who used
a foundation of theory in a skeletal fashion; the theory acted as a critical guide rather
than as a directive orthodoxy. Here the researcher has the opportunity to review and
refine interpretations; in this particular case the researcher employed reflexivity within
the ethnographic conventions (Samra-Fredericks, 2005), but also employed critical
discourse analysis (Fairclough, 1989; Wodak, 1996; van Dijk, 1997) and triangulated
or multi-method approach (Saunders, Thornhill and Lewis, 2009), linking the study to
other researchers (Knights and Willmott, 1992) to provide additional insights into both
the research structure and the interpretation of observations. The need was to gain a
detailed familiarity with the situation (Snow and Thomas, 1994; Samra-Fredericks,
2003a), this was achieved by direct in situ observation of board meetings to see at firsthand the unfolding talk events in context.
Sample
The sample, in common with much qualitative research on business elites, was based
on opportunism. Unlike conventional management groups, accessing directors is
problematic and conventional sampling is not feasible (Hill, 1995). The author has
access to a select Director Lead Executive Committee made up of working directors,
this would be seen as a relatively conventional board in process, structure and conduct
and therefore provided a valid group to study.
The Director Lead Executive Committee was the senior of four regional committees,
with the other three being the sub-regional committees who direct reports. The
inference here is that not only do these directors serve on other major and professionally
functioning boards within the region (in private and public companies across the
primary, secondary and tertiary sectors), but they have also demonstrated their skill as
they progressed through the IoD sub-committees to become full regional board
members. The evidence demonstrates participants’ fortitude and experience as working
directors, something that is also demonstrated by them holding multiple board
positions, a common trait of experienced directors (Mace, 1986; Lorsch and Maclver,
1989), which also reinforces the desired attribute of insightful networking skills. Many
of the board members were also qualified directors and could therefore demonstrate
formal knowledge of the roles of director and board. Therefore one can suggest
representative of their director peers.
Findings and Analysis
All the meetings were audio recorded. This was seen as much more reliable than realtime observation and note-taking because it allows for repeated examination of the
boardroom discussions (Bloor and Wood, 2006) and means that the observations are
not limited by the selective attention or recollection of the observer. The audio-records
provide the opportunity for fine-grained analysis of strategists' linguistic skills (Geertz,
1983; Samra-Fredericks, 2000; 2003a; 2003b) and further enable the researcher to
partake in a lived as opposed to a reported experience. This provided the opportunity to
observe and experience the intricate nature of the flow of emotions, talk and human
interactions both in context and while reflecting on the recording at a later point.
The analysis draws on the four three-hour observations and on analysis of board
interactions (comprising over 65,000 words), specifically considering directors' own
employment of discourse to highlight and explore specific boardroom events as they
transpire. The objective of the work is to give insight into how directors build meaning
through collaborative interactions, specifically considering the tools they employ and
the results achieved.
Note: In support of the following conversational analysis the following transcription
conventions are used:
(.) Signals a brief pause;
Italics Signal emphasis on a word/phrase;
= Signals immediate latching on;
[ … ] Contains references to names of people, financial figures;
° ° Degree signs are used to indicate that the talk they encompass is spoken
noticeably quieter than the surrounding talk.
Participants:
MD
- Managing Director.
P1, P2 - Reference to other participating members.
The following extract was taken from boardroom observations and demonstrate a range
of linguistic resources and skills, including the employment of discourse markers, turntaking, adjacency pairs, humour, backchannelling, fillers, expletives, and framing and
reframing discourse events. In isolation, each element can seem insignificant; however,
when combined each utterance provides progressive step-by-step minor moves (Boden,
1995) that can have major consequences for the message conveyed and the reaction of
participants. Care must be taken when considering that a word or phrase ‘has no
function at all’ because it is possible for it to have significance to specific members of
the group, such as a professional sub-set like accountants, although this may not be
apparent to other members within a general discussion. It could, however, assist in
developing a different agenda or in strengthening personal relations and conversations
within the group.
Extract Setting the Scene:
MD: Let me (.) just set the scene a little bit then guys, err, before these guys
kick off. Um, obviously [ … ], we all know what they do, and they do for us a
damn fine job and a lot of effort has gone in over the last few years to get it to
where we are.
Um, most of you I guess are not familiar with P1, P2 I know is because, err, [
… ] have been concocting a legal plan over East Asia, as we now refer to it as,
and the Far East, err, over many, many months and … with success as a result
of that. Hence the ... I guess not so much a need but an absolute imperative to
give ourselves better profile around the region with our marketing outlets and
that really does encompass exactly why we have conversations to the point
where we are.
Hopefully today, we‘re going to hear a little bit about how we‘re going to do
that. Err, it‘s a big project and these guys have done a lot of work on it, but if
we get it away, it gives us the opportunity to market our business better, great
things we‘re doing. We‘ll get greater uptake, which will work for all of us, and
should get us in a position where we’‘ve got a real, proper rate card value against
what we‘re going to do as well which drives these guys.
Here we see the MD at the commencement of the meeting setting the scene and
establishing the context. However, this could not be said to be an unbiased introduction
because the MD promoted this initiative from his perspective. The MD also
demonstrated emotionally committed support statements such as ‘fine damn job’ and a
‘lot of effort’, making implicit value statements about the success of a project and
building the notion of its longevity and that there is a past organisational commitment
to the initiative through ‘last few years’. One can suggest that this modalising
(Fairclough, 2003) demonstrated his support for the venture, presenting it, and the
participants who were championing it, in a favourable light.
Supporting this, he also says ‘we all know they do for us a fine damn job’ to get the
board ‘where we are’, and then that ‘most of you I guess are not familiar’ with the
‘absolute imperative to give ourselves better profile’. He uses a raft of personal
pronouns which appear to set sides: the project team, the MD and the board. ‘I guess’
and ‘most of you’ were potentially ways of mitigating a challenge to anyone but still
raising doubt in the minds of the audience about their personal knowledge. He then
quickly followed up with ‘I know’ (emphasis in voice tone) reinforcing his potentially
‘superior knowledge’ of both the project and relationships. In part one can suggest this
modelling not only demonstrated a supportive position (Boden, 1995) towards the
initiative but also reinforced his relative expert position with the group. He also
reinforces the credentials and success of individuals who are driving the initiative and
the commitment they have already given to it for him ‘over many, many months and …
with success as a result’. Later he said ‘not so much a need but an absolute imperative
to give ourselves better profile’, lightly stressing absolute imperative which appeared
to reinforce a stance of urgency. The use of personal pronouns and modelling reinforced
his personal position linked to the project, the strategic imperative of the work,
potentially reinforcing a collective identity and commitments (Gardner and Avolio,
1998).
One can also suggest that there is a moral component; what is witnessed here is the
demonstration in everyday talk of a subtle act of speaking of what is right, effectively
influencing and manipulating belief. At the end of his introduction he reinforces: you
‘guys have done a lot of work on it, but if we get it away, it gives us the opportunity to
market our business better, great things we’re doing’, again raising personal pronouns
and stressing the moral obligation and commitment to what has already been
undertaken, but also reinforcing the relationship and the ‘collective’ moral buy-in and
obligation of the board members. Even at the outset of the event we see the MD putting
talk to work (Alvesson and Karreman, 2000), developing a modalised speech chain as
a way of reasoning and influencing meaning (Samra-Fredericks, 2003a). He employs
his enthusiasm and his linguistic resources to support his interpretation of events and
therefore his position.
The MD demonstrated an attempt to reinforce his knowledge and the potential lack of
knowledge of the group in relation to the venture by saying ‘I guess you are not
familiar’, utilising the turn so that he could then demonstrate support for the venture.
Furthermore, later in the conversation, and not recorded in the above extract, he
demonstrated a detailed understanding of technical knowledge. We can see the MD
further elaborating and guiding the conversation so as to support the initiative‘s agenda
and keep the meeting on track in Extract 3 below (4.3.3, p99) via a series of step-bystep minor moves which managed the ebb and flow of routine interaction. The MD‘s
interventions were continuous throughout all the meetings, clearly modalising his
position and letting his support be known.
The MD then invited the two presenters to make a presentation to the board on the new
e-magazine letter. The MD demonstrated his support for the presenters with gestures
and enthusiastic comments, reinforcing the benefits of the initiative to the group.
Effectively he was overtly backchannelling and modalising, generating both verbal and
non-verbal support and demonstrating that there was another layer of communication
in play. The MD‘s backchannelling throughout the presentation appeared to provide
encouragement to the orator to continue, demonstrated his support and reinforced the
credibility of what was being portrayed. The following are examples of the MD‘s
constant flow of supportive comments that interjected with the speaker‘s presentation:
‘proactive lady’, ‘plugged the gap’, ‘sounds familiar, it‘s always so good’, ‘I mean it‘s
absolutely important’, ‘guys, we absolutely trust, they‘re the right partners to be doing
this work’, ‘absolutely crucial’ and ‘when I get asked to explain what I‘ve done I can
demonstrate’.
The MD managed his position by building from his established leadership power base
and also skilfully used his linguistic resources to reinforce his knowledge, networks and
status within the group (Pettigrew and McNulty, 1995).
The action appeared to reinforce the other director‘s comprehension, interest and
commitment to the initiative. The MD‘s own backchannel and modalising actions were
more vocal and pronounced than those of others in the groups, clearly demonstrating
the MD‘s role in, enthusiasm for, and predetermined commitment to this initiative.
What was interesting was that the combined effect of the presenter and the MD‘s
linguistic injections suppressed most other comments.
The actual briefing by the first invited technical specialist was quite descriptive, but
their talk was peppered with supportive comments by the MD, for example ‘sounds
familiar, it‘s always so good’, seemingly to reinforce the presentation. At the
conclusion of the presentation the MD summed up and again reinforced the initiative.
What was evident was that even when the MD was not directly holding the linguistic
turn he still influenced events; he employed a range of sources including
backchannelling, personal pronouns, metalingual expressions and modalising, thus
demonstrating enthusiastic support for the initiative.
Conclusion
A common theme which has run throughout this work is how, through talk, directors
maintain their power and collectively discuss and agree their decisions; however, this
collective discussion cannot be seen to be free of agenda and is constrained by powers,
protocol and process. The notion that all directors are equal appears to be misguided,
in that those who apply their linguistic skills more effectively tend to dominate events,
and therefore are more equal than others.
It is acknowledged in this paper that the extract only represent a small proportion of the
corpus of data which has been captured and transcribed within the study, however, such
issues are common in this type of work (Samra-Fredericks, 2000). It is hoped that the
extract does convey some essence of the inner working of the board, the role talk plays
within the ebb and flow of decision making and how this impacts on the deployment of
power by the managerial elites.
The research demonstrates that there is a great need to find out what is actually going
on inside the boardroom (Clarke, 1998) and therefore there is a need for more and
deeper analysis to unveil the layered complexities of lived boardroom experience
(Samra-Fredericks, 2000). What is evident is that to be an effective player within the
boardroom the management elite must be skilled in the employment of all facets of their
linguistic repertoire so that they can convey a coherent and convincing story to their
peers. The research must be aware of how narrative develops and we cannot disregard
utterances that a first instance may seem trivia, but must critique them in context to the
event at hand.
What is still alarming is the lack of research in this area of tacit use of basic linguistic
skills by our power elite or put simply we need more ethnographic research to see the
detail, first hand, of how managerial elites talking to each other before we will fully
grasp how governance works in practice.
This uncovers many major issues for HRD firstly, in the development of theory and
models to provide a better understanding of the linguistic working of the boards.
Secondly, by so doing may provide the tools and space to facilitate alternative forms of
individual and collective board development. Thirdly, promote boardroom efficacy in
support of the development of more coherent ethical practice. Fourthly, enhance the
personal efficacy of HRD directors to enhance their influence and awareness of
working in such contexts and, finally, enable HRD to develop appropriate learning and
development strategies to prepare managers for such boardroom roles.
References
Andrews, K.R. (1971), The Concept of Corporate Strategy. Homewood, Irwin.
Ansoff, I., (1965), Corporate strategy, McGraw Hill, New York.
Atkinson, P., Coffey, A., Delamont, S., Lofland, J. and Lofland, L. (eds.) (2001),
Handbook of Ethnography, London: Sage.
Bakhtin, M. M. (1986), Speech genres and other late essays. Austin: University of Austin
Press.
Berle, A. A. and G. C. Means (1932), The Modern Corporation and Private Property.
Harcourt, Brace and World, New York.
Bezemer, P. J., Nicholson, G.J. and Pugliese, A. (2014). ‘Inside the boardroom: exploring
board member interactions’, Qualitative Research in Accounting and Management (in
press).
Boden, D. and Zimmerman, D. H., eds (1991), Talk and Social Structure: Studies in
Ethnomethodology and Conversation Analysis. Cambridge: Polity Press.
Boden, M. A. (1995), Modelling creativity: Reply to reviewers. Artificial Intelligence
Journal, 79:161–182,
Bryce, R., (2002), Pipe dreams: Greed, ego, and the death of Enron. New York: Public
Affairs.
Clarke, T. (1998), Research on Corporate Governance. Corporate Governance: An
International Review, 6(1), pp. 57-66.
Clarke, T. (2011). Corporate governance causes of the global financial crisis. In W., Sun,
J. Stewart, & D. Pollard, (Eds.), Corporate governance and the global financial crisis:
international perspectives. Cambridge: Cambridge University Press.
Coase, R. H. (1937), "The Nature of the Firm," Economica 4(16), pp. 386-405.
Cunliffe, A. (2009), A Very Short, Fairly Interesting and Reasonably Cheap Book about
Management, Sage Publications Ltd
Daily C. M, Johnson J. L, Dalton, D. R. (1999), On the measurement of board
composition: poor consistency and a serious mismatch of theory and operationalization.
Decision Sciences 30(1), pp. 83-106.
Fairhurst, G. T., and Sarr, R. A. (1996), The art of framing: Managing the language of
leadership. San Francisco: Jossey-Bass.
Fernando, C. S. May, A. D. and Megginson, W. L. (2012), The Value of Investment
Banking Relationships: Evidence from the Collapse of Lehman Brothers, The Journal of
Finance, LXVII, (1), February
Freeman, R. E. (1984), Strategic Management: A stakeholder approach. Boston: Pitman
Letza, S., Sun, X. and Kirkbride, J., (2004), Shareholding versus stakeholding: a critical
review of corporate governance. Corporate Governance: An International Review, 12 (3)
July, pp. 252-62.
Friedman, A. and S. Miles. (2006), Stakeholders: Theory and Practice: Oxford University
Press. New York
Finkelstein, S. and Hambrick, D. (1996), Strategic Leadership, Top Executives and their
Effects on Organizations, Minneapolis/St Paul: West Publishing Co
Gardner, W. L., and Avolio, B. J. (2005), Authentic leadership development: Getting to
the root of positive forms of leadership, The Leadership Quarterly 16, pp. 315–338
Geertz, C. (1983), Local Knowledge. New York, Basic Books. 73 – 93
http://faculty.washington.edu/cbehler/teaching/coursenotes/Texts/geertzcomsense.html
[Accessed Jul 2012]
Greenwood, M. (2007), 'Stakeholder Engagement: Beyond the Myth of Corporate
Responsibility.' Journal of Business Ethics 74(4), pp. 315-327
Hamel G. and Prahalad C.K. (1989), Strategic intent. HBR, May/June.
Hamel G. and Prahalad C.K. (1994), Competing for the future, Boston, MA: Harvard
University Press
Hamel (1996), Strategy as Revolution, HBR Jul-Aug, p75
Hart, O.D. (1995), Corporate Governance: Some Theory and Implications, Economic
Journal, 105, pp. 678- 89.
Heracleous, L. T. (1999), The Board of Directors as Leaders of the Organization.
Corporate Governance: An International Review, 7(3), pp. 256-265.
Jensen, M.C., Meckling, W. H. (1976), Theory of the firm: managerial behavior, agency
costs and ownership structure. Journal of Financial Economics 3:
Johnson, M.A and Mamun, A, (2012), The failure of Lehman Brothers and its impact on
other financial institutions, Applied Financial Economics, 22, pp. 375–385
Kirkbride, J., Letza, S., Sun, X. and Smallman, C., (2008), The boundaries of governance
in the post-modern world. Northern Ireland Legal Quarterly, 59 (2), pp. 161-75.
Klein, K. J., Dansereau, F., and Hall, R. J. (1994), “Levels Issues in Theory Development,
Data Collection and Analysis,” Academy of Management Review (19), , pp. 195-229.
Knights, D. and Morgan, G. (1991), Corporate Strategy, Organizations and Subjectivity:
A Critique, Organization Studies, 12(2), pp. 251-273.
Machold, S. and S. Farquhar (2013). ‘Board task evolution: alongitudinal field study in
the UK’, Corporate Governance: An International Review, 21, pp. 147–162.
Mace, M. (1986), Directors: Myth and Reality. Boston: Harvard Business School Press
Merritt, J. and Lavelle, L. (2004), A different kind of governance guru. Business Week,
3895: pp. 46–47.
Mintzberg, H. (1983), Power in and around organizations. New Jersey: Prentice-Hall.
Mintzberg H. (1994), The rise and fall of strategic planning. Free Press, New York.
Mitchell, R. K., Agle, B. R., and Wood, D. J. (1997),Toward a theory of stakeholder
identification and salience: Defining the principle of who and what really counts.
Academy of Management Review, 22, pp. 853-886.
OECD 2009. Corporate governance and the financial crisis: key findings and main
messages. The OECD Steering Group on Corporate Governance, OECD, Paris.
Ohmae, K. (1982), The Mind of the Strategist, The Art of Japanese Business, McGrawHill
O‘Shannassy, T. (2003), ‘Modern strategic management: Balancing strategic thinking and
strategic planning for internal and external stakeholders’, Singapore Management Review,
Vol. 25, No. 1, pp. 53 - 67
Peasnell K.V., Pope P. F. and S. Young. (2005), Board monitoring and earnings
management: Do outside directors influence abnormal accruals? Journal of Business
Finance and Accounting, Vol.32 (7/8), pp. 1311-1346
Pettigrew, A.M. and McNulty, T. (1995), Power and Influence in and Around the
Boardroom, Warwick Business School, UK.
Pettigrew, A. (1998), ‘Success and Failure in Corporate Transformation Initiatives; in
(eds) Galliers, R.D and Baets, W.R.J ‘Information Technology and Organisational
Transformation‘ Chichester: John Wiley
Porter, A., Kirkup, J. and Rayner , G. (2008) Financial crisis: HBOS and RBS 'to be
nationalised' in £50 billion state intervention, The Telegraph, 12 Oct.
http://www.telegraph.co.uk/finance/financialcrisis/3185120/Financial-crisis-HBOS-andRBS-to-be-nationalised-in-50-billion-state-intervention.html [Accessed, Nov 14].
Porter, M. (1985), Competitive advantage: Creating and sustaining superior
performance, Free Press: New York.
Quinn, J. B. (1980), Strategies for Change: Logical Incrementalism. Richard D. Irwin:
Homewood, IL.
Rovella, D. E. and Baer, J, (2005), JPMorgan to Pay $2 Bln to Settle WorldCom Fraud
Suit (Update5,) Bloomberg, - March 16
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=auybDoZIEQTg
[Accessed, Jan 14]
Samra-Fredericks D. (2000), Doing `Boards-in-Action' research an ethnographic
approach for the capture and analysis of directors and senior managers interactive
routines, Corporate Governance, an International Review, 8(3) pp. 244-257
Samra-Fredericks, D. (2003), A Proposal for Developing a Critical Pedagogy in
Management from Researching Organizational Members‘ Everyday Practice‘,
Management Learning 35(3), pp. 291–312.
Samra-Fredericks, D. (2005), Strategic Practice, ‘Discourse‘ and the Everyday
Interactional Constitution of Power Effects‘ Organization 12; (6), pp. 803-841
Stacey, R. (1993), Strategy as order emerging from chaos, Long Range Planning, 26(1),
pp. 23–29.
Sun, W., Stewart, J., and Pollard, D. eds., (2011), Corporate governance and the global
financial crisis: international perspectives. Cambridge: Cambridge University Press.
Sur, S. Lvina, E. and Magnan, M. (2013), Why do Boards Differ? Because Owners Do:
Assessing Ownership Impact on Board Composition, Corporate Governance: An
International Review, 21(4), pp. 373–389
Tricker, R. I. (1983), Corporate Governance, Gower Press, London,
Van Maanen, J. (2011), ‘Ethnography as work: Some rules of engagement‘, Journal of
Management Studies, 58(1) pp. 218-235.
Zahra, S.A., Pearce, J.A. (1989), Boards of directors and corporate financial performance:
A review and integrative model. Journal of Management, 15, pp. 291-335.