Table 2

Data structure involved in model development

Sample participant quoteFirst order conceptSecond order themesAggregate dimensionsKey insight
Open codesAxial codes
  • You know, because I am learning from others, and I am thinking of those aspects as well. … not just about banking, but I would think more strategically about HR issues, about technology, about marketing and then I would have much more of …. the organisational perspective, rather than just a limited perspective on my area of expertise. … It is a long journey (DO5)

  • … as the functional directors are concerned, my own understanding is that if it’s a finances issue, that director of finance is involved. If it’s an operational issue, the operational director -- the other fellows are just keeping mum. I think domain specific knowledge makes people silent … (DO8)

  • I come from PR background … so I will be enthusiastic when board discusses how to convey a negative news to the market or … how to effectively engage with the investors? But on other issues … and there are many. … I may not be that vocal (DO3)

  • My knowledge of the industry is quite theoretical knowledge until this moment … Many times, I had to get tuned to the boardroom discussions and the atmosphere that prevail in the board of directors (DO6)

  • … in spite of the fact that I was a sort of a sought-after corporate lawyer … I was tongue tied … because … I did not know … it is the right question or not yet (DO1)

  • … so when somebody goes on boards with a finance expertise, or legal expertise … that person’s views can be sought only on those issues in a board (DE7)

  • Why would I waste one seat on my board for a lawyer … If I need legal opinion, I can always hire a legal consultancy and pay them … how the hell they will understand what is happening in the Balance Sheet? Why or why not we should acquire a new business? (DE5)

  • And I think they (independent directors) have to play a little more of an advocacy and enquiry role … and we have to understand why is he giving me this advice? Is he understanding my business? And if th[is] advice … is good, I should take it. If it is not good, it is my job to … explain to him (DE10)

Directors without executive experience report having to develop a broader view of the work to be able to contribute widely
Lack of operational knowledge inhibits directors’ capability to participate in and contribute to boardroom matters
Broad functional/business knowledge enables DEs to provide effective advice to executives
Directors without executive experience limit contributions to their functional expertise
Directors without executive experience are less able to understand the issues and contextualise their contributions when compared to DEs
Knowledge as an executive is valued
Executive experience increases scale and scope of the service roleExperience as an executive provides an independent director with a broad functional knowledge that facilitates board role execution (P1)
  • My understanding is that the management … does not share much information … they try to hide … in fact management plays a defensive game (DO11)

  • So, the number of times we have tried to see through their game and discuss those items, but normally if you’re not taking interest, if you’re not careful, then by the time you’re tired and everybody is either looking for drinks or dinner or lunch, or you want to go back, you have a flight to catch back home, so they say, okay, okay, okay (DO8)

Directors without executive experience reported being more sceptical of the information they were presented
Directors with executive experience reported the need to work with management in gaining and using information
Understanding the information provision process helps DEs contextualise their information requests
DEs report being aware of the cost of information provision and governance processes on executives
Orientation to trust in management information provision differs between DOs and DEs
Understanding of the costs of information provisions varies between DOs and DEs
Directors with executive experience facilitate the information flows to enable them to better undertake the service roleThe understanding of boardroom information flows gained with executive experience facilitates board role execution (P2)
  • Second, once the information comes and once your point is kind of addressed, one should be grateful enough to accept it and not keep on pushing the same thing for ego’s sake. …. So, it is all issue based … what exactly is that matter? What information is needed? What clarification comes in the meeting? How do you use the information to evaluate performance etc (DE6)

  • … the important thing you need to do is support the management. … it is not an opportunity for you to show how much you know … It’s more of coaching, mentoring and also guiding. … … I work very well with the management because … I have worked as executive myself … I can clearly explain to them what is important from my perspective as an independent director … it is also … like continuous improvement model (DE2)

  • I have been a CFO myself … many times, you’re simply unprepared to circulate because the decision-making takes time. See, there is a business to be run. The business doesn’t exist for holding board meeting. … The board meeting is something which happens on the way … (DE 14)

  • … preparation for the board meeting shouldn’t debilitate the management but it does because people … want to feel important so they will protest that they don’t get the information but having gotten the information, they may not even be in the meeting (DE9)

  • That … trajectory of 20 years helped to understand how a large corporation works, the complexities. How to take care of interests of multiple stakeholders, investors, employees, regulators … (DE7)

  • But I would sometimes, outside board meetings, discuss with the MD etc. Look, do you mind if I raise these issues? … So, from knowledge comes confidence (DO1)

  • There is a dynamic that plays out practically throughout the board meetings … If indeed the executive team does not take it well, then there are more and more questions and is becomes an argumentative situation … (DO11)

DOs report difficulty in understanding complex dynamics of governance successfullyDEs appear to have a better understanding of the complex dynamics involved in corporate governance when compared to DOs
DEs appear to have more influence due at least in part to this broader contextual understanding that comes from their past experience
Directors with executive experience have an understanding of the dynamics of the boardroom that allows them to contribute to the service role better than those directors without that experienceDirector experience as an executive improves understanding of and confidence to engage in effective boardroom dynamics that facilitates board role execution (P3)
  • It is not my way or highway … but yes, they [independent directors] should be vocal and fearless when asking questions (DE6)

  • There are discussions and debates where a lot of the directors are not in agreement with you; that is what you call a diversion … Like if there is an investment I want to make, and they don’t agree, then I say, “fine, we will not make it. It is an ongoing process of developing understanding … inside and outside the board … and showing that you respect counterviews and logic … I don’t treat my directors as adversaries rather I value them … in fact they add lot of value to our strategy. ” (DE1)

  • … having been in that [executive] role, I fully understand how exciting it is, how committed you get to what you’ve been working on for a long time … but that is why boards are boards. You have to get the objectivity and the rationale of strategy together with the passion and the involvement of the executive team, but both have to make sense (DE2)

  • Firm X had just undergone a hostile takeover … I was the independent director who was in the middle of the fray Firm X had just undergone a hostile takeover … I was the independent director who was in the middle of the fray … and there were … four (independent) directors on the board with me. This was a huge challenge for me because as human beings we do get emotionally involved with other people that we work with. To rise above that … and aligning [with] people who are equal, who had emotions in play and yet do the fair thing. … but you have to take tough calls of this nature … I think my CEO role in ABC helped me to intervene effectively …. I never treated my independent directors as pen pushers … or dismissed their role … (DE10)

DEs report being able to understand the complex dynamics better   
  • Their [management’s] ambition [was] to … grow internationally … I felt that they’re probably spending unnecessary time in developing their international strategy. They didn’t … possibly reap richer in the domestic arena … I could clearly see that … having spearheaded the global strategic ventures, myself in my last role … as executive director global strategy at ABC (company name hidden) … So, I sort of challenged them … They were adamant … but I argued from a position of strength … from my years of understanding and evaluation of proposals of this nature. Eventually they saw merit in what I said and listened to me … Believe me, that shifted the colour of the script for five years (DE12)

  • And I think they (independent directors) have to play a little more of an advocacy and enquiry role … and we have to understand why is he giving me this advice? Is he understanding my business? And if this advice … is good, I should take it. If it is not good, it is my job to … explain to him (DE10)

  • … then you will have sufficient let’s say knowledge or awareness to be able to engage productively with the management team. The management team lives and breathes and sleeps the business every day (DE6)

  • … I gave [a] detailed report of about 30 things that can be done … They realised that this guy is valuable. … I stayed back and worked with the executive team … (DE13)

DEs report their broad understanding and experience in the role helps them persuade management   
  • I have not taken as many leads in expressing the issues … When issues are being presented … then one does not feel the need to participate in that way or lead because … you’re in group (DO12)

  • … so when somebody goes on boards with a finance expertise, or legal expertise … that person’s views can be sought only on those issues in a board (DE7)

  • … somebody who has not understood tries to keep saying something … but they will be ignored or sidelined, because people start feeling they are not understanding the issue. That could happen, and other directors may have to spend a lot of time trying to educate them [emphasis added] … (DE4)

The lack of understanding of context means that DOs appear to have less influence with management   

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