Abstract

MOLANO-LEON, Ricardo. THE ROLES OF THE BOARD OF DIRECTORS: THE UNRESOLVED RIDDLE. Vniversitas [online]. 2011, n.122, pp.541-602. ISSN 0041-9060.

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.

Keywords : Board of Directors; Roles; Corporate Governance; One-tier board; Two-tier board.

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