The Monitoring Board Revisited

25 Pages Posted: 8 Apr 2019

See all articles by Zenichi Shishido

Zenichi Shishido

Hitotsubashi University Graduate School of Law; Independent

Date Written: March 15, 2019

Abstract

The monitoring model of the board of directors is influential worldwide despite being criticized from several perspectives. This article will examine the multi-dimensional roles—which include not only its monitoring role but also its role as a creator of synergistic effects—of the board from the perspective that utilizing outside directors maximizes firm value. In discussing the board’s variety of roles two tradeoffs will be confronted: the first is between monitoring management and management’s autonomy, and the second is between the amount of information shared with outside directions and the independence of outside directors. This article will analyze these two tradeoffs using a four-quadrant figure and identify implications on the direction future board systems will take.

Keywords: corporate governance, board of directors

JEL Classification: G34

Suggested Citation

Shishido, Zenichi, The Monitoring Board Revisited (March 15, 2019). Available at SSRN: https://ssrn.com/abstract=3353529 or http://dx.doi.org/10.2139/ssrn.3353529

Zenichi Shishido (Contact Author)

Hitotsubashi University Graduate School of Law ( email )

2-1-2 Hitotsubashi
Chiyoda-ku, Tokyo 101-8439
Japan
81-(0)3-4212-3148 (Phone)
81-(0)3-4212-3149 (Fax)

Independent ( email )

No Address Available
United States

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