Abstract
There is an absence of research about what information boards of directors have access to and how they use that information. The purpose of this paper is to explore and theorize about the content and use of information to boards of directors. The paper introduces and elaborates on the concept of ‘board accounts’, which is defined as the information supplied to boards of directors by top-management. The paper locates the board accounts in the Swedish institutional setting and demonstrates how the concept can be operationalized in an empirical setting. On the basis of a unique material of archived board records in a Swedish company, the paper explores the board accounts over a period of 10 years (1989–1998). It is found that while use of the board accounts in the case study company changes considerably over time, the content of the board accounts remains largely unchanged. This raises questions about where and when directors receive information, the reliability of the information in the board accounts, and recent attempts to integrate corporate governance and management accounting (CIMA, Performance reporting to boards: a guide to good practice, 2003; CIMA strategic scorecard: boards engaging in strategy, 2005; Seal, Management Accounting Research 17(4):389–408, 2006). Finally, the paper discusses the merits of historical archive-based approaches in this field and possibilities for future research.
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Notes
In this paper, a conventional definition of management as consisting of a company’s senior officers is followed (Mizruchi 1983). Management is used to refer to members of the company’s executive team.
Because the information concept is almost always preferred in both accounting and management research, there is also a practical reason for referring to the board accounts as information.
The use of shares with multiple voting rights serves to further increase concentration of control.
Thus, in the stricter sense of independence stressed by the more recent literature and codes of corporate governance (Keasey et al. 2005), Swedish boards are far from independent.
Archival research is commonly used to refer to the collection of a range of data types. Here, archival research is confined to the study of genuine historical documents obtained in for example company archives. This is the meaning that historians usually attach to archival research (Tosh 2002).
Whether or not the identity of the company can be found out by an attentive reader is irrelevant to the contract. Thus, the publication of this paper does not violate the contract.
This part of the board records corresponds to what is referred to as the ‘board pack’ in the CIMA (2003) guide to performance reporting to boards.
According to the company secretary such requests were rare, but were occasionally made by board members.
Although the CFO attended most board meetings to present the statement of accounts, he was not a member of the board and had no right to vote.
This is an important reason for preferring the more inclusive concept of ‘board accounts’ to alternative concepts, such as ‘board accounting information’.
The large increase in operating income in 1993 with respect to ‘Services’ was explained by an acquisition.
This finding relates strongly to conceptualizations of strategies as emergent (Mintzberg 1987).
Contrary to the suggestions by the board members, Company Z entered the Eastern European market but did not diversify into chemicals.
It is worth noting that a board highly involved in strategy may interfere with the responsibilities normally ascribed to management. Tricker (1984) has stated that “while management is about running the business, governance is about seeing that it is run properly”. Crossing the line between governance and management could have adverse consequences if the board lacks knowledge of the company’s business operations.
This was particularly the case with respect to the board representative of the new shareholder.
Appendix A actually underestimates the quantity of this information. Because these information items usually had a standardized format, they were only illustrated once. However, this information was usually continuous and reappeared at most board meetings.
Although management is clearly the sender of this information, this is not normally the type of information referred to as management accounts. Somewhat intriguingly, if this information is not defined as management accounts, it becomes another type of accounts specific to the BA. In terms of figure 1, it would constitute the upper part of the BA circle that neither overlaps with the FA nor MA.
Thus, in the presence of trust relationships, traditional scope information (financial accounts and budgets) combined with subjective non-financial information and possibly some broad scope information may be sufficient for the board.
Thus, even in the Swedish context with a tradition of active owners on boards, there were obstacles to board involvement in strategy.
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Appendix A
Appendix A
Information items in Company Z
| Descriptive objecta | Quantification | Measure(s) | Focusb | Time horizon | Lifetimec |
---|---|---|---|---|---|---|
Item 1 | Organization | Financial | Income measures, EPS | Internal | Ex post | Continuous |
Item 2 | Products (1) | Financial | Operating income, operating margins | Internal | Ex post | Continuous |
Item 3 | Organization and products (1) | Financial | Operating income, income after financial items. | Internal | Ex post | Continuous |
Item 4 | Organization and products (1) | Financial | Sum of investments | Internal | Ex post | Continuous |
Item 5 | Organization | Financial | ROE, ROCE, ROC | Internal | Ex post | Continuous |
Item 6 | Investment project | Financial | IRR, net cash flow, capacity | Internal | Ex ante | Temporary |
Item 7 | Organization | Financial and non-financial | Investment amount granted and expected | Internal | Ex post | Continuous |
Item 8 | Organization | Financial | Sales, operating income, net income, interest coverage ratio | Internal | Ex ante | Temporary |
Item 9 | Organization and products (1) | Financial | Budgeted operating income | Internal | Ex ante | Continuous |
Item 10 | Country or group of countries | Financial | Operating income, capital costs, exchange rate adjustments | Internal | Ex post | Continuous |
Item 11 | Companies | Non-financial | Market share | External | Ex post | Temporary |
Item 12 | Investment project | Financial | Income after financial items, loan balance | Internal | Ex ante | Temporary |
Item 13 | Investment project | Financial | IRR, NPV, impact on income after financial items, payback | Internal and external | Ex ante | Temporary |
Item 14 | Companies | Financial | Market value, EPS, dividend yield, sales, investments, ROCE, P/E | External | Ex post | Temporary |
Item 15 | Organization | Financial | ROE | Internal | Ex ante | Temporary |
Item 16 | Investment project | Financial | Sales | Internal | Ex ante | Temporary |
Item 17 | Organization | Financial | Change in income after tax | Internal | Ex ante | Temporary |
Item 18 | Organization | Financial | Equity/assets, debt/equity(gross), debt/equity (net) | Internal | Ex post | Temporary |
Item 19 | Product (3) | Non-financial | Sales volume per country, change in sales volume (%) | Internal | Ex post | Continuous |
Item 20 | Organization | Financial | Net income with and without hedge | Internal | Ex ante | Temporary |
Item 21 | Product (1) | Financial | Operating income, share of group’s operating income | Internal | Ex ante and ex post | Temporary |
Item 22 | Investment project | Financial | Sum of investments | Internal | Ex ante | Temporary |
Item 23 | Investment project | Financial | Sales for two scenarios | External | Ex ante | Temporary |
Item 24 | Investment project | Non-financial | n/a | External | Ex ante | Temporary |
Item 25 | Companies | Financial | Distribution of sales in terms of sales amount and markets | External | Ex post | Temporary |
Item 26 | Organization and countries | Financial | Budgeted operating income | Internal | Ex ante | Continuous |
Item 27 | Products (2) | Financial | Sales | Internal | Ex post | Continuous |
Item 28 | Investment project | Financial | Sales, costs, various income measures, margins | Internal | Ex ante | Temporary |
Item 29 | Competitors | Financial | Sales, operating income, operating margins, Investment / sales | External | Ex post | Temporary |
Item 30 | Business areas | Financial | Sales, operating income, operating margins, operating value added (OVA) | Internal | Ex post | Continuous |
Item 31 | Countries | Financial | Change in revenues (%) subdivided into price, volume and exchange rate effect | Internal | Ex post | Continuous |
Item 32 | Organization | Financial | Change in revenues (%) subdivided into price, volume and exchange rate effect | Internal | Ex post | Continuous |
Item 33 | Organization | Financial | Impact on net income of restructuring program | Internal | Ex ante | Temporary |
Item 34 | Organization | Financial | Type and amount of synergies resulting from merger | Internal | Ex ante | Temporary |
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Johanson, D. Corporate governance and board accounts: exploring a neglected interface between boards of directors and management. J Manage Gov 12, 343–380 (2008). https://doi.org/10.1007/s10997-008-9065-6
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DOI: https://doi.org/10.1007/s10997-008-9065-6