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The subject of this thesis is the role and the effectiveness of the role of non-executive directors. The main objective of the thesis is to create a legal model that applies to the nonexecutive directors and enhances their role, in order to achieve the corporate governance goals including controlling the management of the company, reducing agency costs and mitigating the problems arising from the separation of ownership and control. The thesis critically analyses the role of non-executive directors by using the different ‘hard law’ and ‘soft law’ sources applicable to the non-executive directors, and by referring to major corporate governance theories related, such as the separation of ownership and control, and the agency costs. The analysis found that the corporate governance reforms do not enhance the role and the effectiveness of the role of the non-executive directors, as the reforms focus on the structure of the board directors and the appointment of independent non-executive directors, but do not deal efficiently with the actual performance of the non-executive directors. The thesis proposes a legal model to apply to non-executive directors which ensures the quality of the actual work of the non-executive directors. The proposed legal model takes in consideration that modern corporate governance role of the non-executive directors and provides an enforcement method through a panel specialized in the cases regarding the non-executive directors.

This research was instigated primarily because the author became aware of the lack of research into the executive company director domain. Executive company directors' occupy the most senior positions within U.K. corporations and yet appear to remain one of the most under researched groups within this setting. This research used grounded theory as a methodology of choice to ask the question: How do individuals work their way towards the executive company director position. This main question guided the research towards the development of a model that offers a tentative explanation about the processes that affect the career trajectory of individuals making their way towards a company director post. Twenty-eight executive directors were interviewed for the research, five women and twenty-three men. Symbolic interactionism formed the sensitising framework with which the interview data were analysed in line with the constant comparative processes in grounded theory. The research findings indicated that the main psychosocial process that affects the career trajectory of potential executive directors appears to be the activities that are focused on 'balancing visibility and exposure'. The paradox that appears to be evident is that the closer a person is to the executive director position the greater the degree of exposure to risk for the individual concerned. The model described in this thesis is a three-phase model that encompasses, 'Forming a foundation', 'Developing and negotiating a route through the organisation', and 'Surfacing as a potential executive company director'. A number of categories that form an interactive processual representation of the career trajectory of individuals as they make their way towards the executive director role support these three phases. The findings indicate that the conditions under which individuals become executive directors may preclude a wider range of women and men than identified in the current 'glass ceiling' debate. This may result in a form of socialised discrimination that maintains the status quo of executive directors' career trajectories. This socialised discrimination may be based in the language structure of corporate work creating an organisational perspective of work that appraises the value of individuals' contribution to the corporation. The model and the discussion chapters will be of interest to professionals who are working in the following fields of practice, executive mentoring, human resource management, executive recruitment and retention, social scientists who are considering research in this arena, and potential executive directors who are considering an executive career and are currently working as executive directors. The model may be useful as an evaluation tool to reflect on an individual's career and consider options for further professional and personal development.

This research examines the role and contribution of the Non Executive Director (NED) within the corporate board. The literature identifies the NED as a boundary spanner. Boundary spanners are believed to be essential to the fulfilment of the firm's corporate responsibility mandate. The research specifically examines the ability of the NED to influence corporate responsibility practices within the board, whilst balancing the divergent expectations of different constituents. Previous research examining the role of the NED has failed to take account of the context in which the role is performed. Therefore an interpretive framework is developed, to examine the individual subjective perceptions of the NED, from within the role. Through a qualitative interpretation of 25 in-depth interviews, with individual NEDs, the dynamic context of the boardroom emerged as a key moderator of the their ability to make a contribution. The boundary spanning role prescribed for the NED by some theorists emerged as problematic. The research suggests that despite NEDs' personal expectation that they should represent a range of constituents, within the boardroom their ability to fulfil this role is often limited by the presence of groupthink. NEDs appear to set aside their personal beliefs in order to maintain the status quo within the group. As a result of their unfulfilled role expectations many NEDs appear to experience role conflict. This research contributes to our understanding of the actual role of the NED within the corporate board, and specifically the NED's ability to perform a boundary spanning role. The research also informs business and society literature, by examining how boards currently deal with issues of corporate responsibility. Finally, the research contributes to both group and role theory, by developing current understanding of how the complex dynamics of the group affect the individual's ability to contribute.

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This thesis has adopted a qualitative approach to research into executive remuneration, to look inside the 'black box' of process. Executives, nonexecutives and others involved in the remuneration-setting process were interviewed in order to establish how executive remuneration is determined. In all, 40 interviews were conducted, covering 12 FTSE 350 companies plus other stakeholder bodies. The interviews yielded rich data illuminating the processes followed by the companies, and highlighting their similarities and differences. These data were considered in the light of existing economic, social-psychological and organisational theory approaches,n one of which proved sufficient, either alone or in combination, to explain what was happening. Companies determine the level of their executive pay based on their interpretation of 'the market', but the research shows that such a market is a construct that does not exist independently. They determine the structure of their executive pay based mainly on structures successfully adopted by other companies, and those considered acceptable to the investing institutions and regulators. Institutional theory explanations and the need for legitimacy are clearly seen in the data. A further finding of the research was that all of the companies had made changes to their remuneration schemes, some major. The various reasons for these changes included changes (actual or desired) to the corporate environment, changes to key personnel, and, notably, the need to increase pay packages that were 'below-market'. Incentive schemes that did not pay out were also changed. Finally, as regards process, it was clear that each of the case companies followed 'good governance' practices. It was also clear that each did this in a different way. For some, the process was managed by the non-executives; in others the executives had a leading role. The relationships between the protagonists had an important impact on the resultant governance processes.