Agency and Institutional Transformation: The Emergence of a New Corporate Governance Model.

摘要

This research examines institutional transformation of the board of directors in Canada to a collaborative model in which the board, in addition to its monitoring function, provides a service role by acting as a sounding board to management and providing advice and counsel to management on strategic issues. This thesis also examines how director search, likely initiated by the 'Enron' scandals, led to some boards adopting a new model of practice that directors deemed more efficacious and possessing legitimacy, bringing together the old and the new institutionalism in institutional change processes. Legitimacy was drawn from guidance from a professional association for directors that outlined how boards could become strategic asset to the firm that was consistent with a stewardship model of governance that saw boards collaborative with management. It is also argued in this thesis that following the Enron scandal, directors searched for a model of practice that would be more efficacious such that their fears of liability were reduced. In searching for and adopting a new model of practice, the collaborative board, it is also argued that adoption requires coupling to the technical core (enacted), as opposed to symbolic, if it is to be effective. This research studies directors and senior management of public firms of the TSX Composite by way of survey methods. The findings provide support that the board is evolving in Canada to a new collaborative model and that the model of practice appears to be enacted (coupled) as opposed to symbolic (decoupled). Further, the results did not find that collaborative boards are impaired in their monitoring function and support is found that the board's monitoring role may actually be enhanced. These results are discussed as well as future research directions and limitations of the study.;Key Words: Corporate Governance, Institutional Theory, Institutional Change, Agency Theory, Stewardship Theory.