Boardroom identities: can independence by 'cued' in directors?

Abstract

Director independence is a cornerstone of fiduciary responsibility and good corporate governance. However, most directors are recruited because of the roles and networks they hold, meaning that there is an expectation that identities held by a director outside the boardroom will be used to benefit the company. While this often works well, it is acknowledged that many directors, either consciously or subconsciously, will at times allow themselves to be influenced by their other roles to the detriment of the governance process. In this paper we argue that identity theory can be used to explore the impact of ‘identity’ on corporate governance and that practical tools can be developed to actively assist directors to maintain ‘independence’ in the boardroom.