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to facilitate a takeover, these are extreme
measures of last resort, more useful in
reacting to a crisis than in averting one.
(Werther, Kerr and Wright, 1995)
Boards, usually in response to environmental
complexity or competitive turbulence, have
witnessed fundamental restructuring of organizations,
and according to Werther, Kerr and
Wright (1995) these boards have presided
over changes designed to improve information
exchange and decision making dramatically
at every organizational level: ‘Yet at the
board level, the critical apex of strategic and
policy concerns, informational and decisionmaking
practices remain embedded in the
structures and protocols of a simpler age’
(Werther, Kerr and Wright, 1995).
This conflict between management’s
approach to CorpCom and the potential
CorpCom responsibility at governance must
be addressed. Surely it is in the interest (competitive
advantage, effectiveness, productivity,
profitability, growth, success, reputation and
recognition) of firms, listed and unquoted, to
employ CorpCom strategically, at governance
and management function levels
Governance offers various definitions and
the research exclusively focuses on listed
companies with apparently no evidence or
academic research material addressing
governance in unquoted family enterprise.
Tombs (2002) suggests that governance and
management are not just about computers
and information. They are about attitudes and
management culture mixed with information.
Taylor (2000) quotes Bohen’s (1995) definition
of governance as ‘the responsibility
and accountability for the overall operation’
of an organization and he says that ‘boards are
always charged with this level of responsibility
and accountability’. He further suggests that
the managing part is further delegated
by the board to the CEO while the board
remains responsible for: (1) developing
corporate policies and plans, (2) monitoring
and measuring organizational performance
against these policies and plans and (3) acting
as a voice of ownership (Taylor, 2000).
Taylor (2000) also argues that it is important
that governing bodies: ‘clearly understand
what their role is and is not and that their
primary responsibility is to oversee and
ensure the achievement of their organisational
mission and strategic ends, which have
been clearly articulated and are shared by all’.
Vinten (2000) focuses on recent CorpCom
governance concerns including the accountability
of those in control of companies (listed)
to those with the residual financial interest in
corporate success, normally the shareholders,
but when the company is approaching insolvency,
then also its creditors, as well as
widening discussion to consider stakeholders.
Among a number of contemporary developments,
Vinten (2000) identifies the redistribution
of tasks between the public and private
sectors, and between public and charitable
sectors in the economy in the way companies
are run and security markets are organized.
Vinten (2000) also suggests as another contemporary
development that issues of public
confidence can be assessed in terms of the
level of managerial remuneration and the
effectiveness with which boards of major
companies carry out the task of monitoring
executive management.
Werther, Kerr and Wright (1995) refer to
the attacks on the board’s role in Corporate
governance and include cronyism, inappropriate
remuneration and executive compensation
schemes. All these issues fall into
reputation, and are directly within the field of
CorpCom, which is inherent in the functions
of corporate governance yet there is no evidence
nor academic research to demonstrate,
© 2004 Sandra Oliver for editorial matter and selection;
individual chapters, the contributors