This thesis seeks to explore and understand the appointment process of first-time FTSE 100 NEDs. It has been widely acknowledged for over three decades that the appointment process of NEDs is an opaque process involving a homogeneous group of people in an ‘old boys’ network. Corporate governance reforms recommend a formal and transparent appointment process which taps into a wider pool of talent. Companies comply with these recommendations yet there has been scant change in the composition of corporate boards. The pilot study consisted of nine interviews with the main stakeholders in the appointment process of a NED, namely Chairman, Executive Search Firms and NEDs. Analysis of the interview transcripts revealed that reputational capital was the basis on which a first-time NED appointment was made after the Chairman had carried out an extensive vetting process to establish the fit of the individual. The main study, based on 15 first-time FTSE 100 NED interviews, sought to understand reputational capital, its constituent parts and how individuals developed it. Further, it sought to explore how an individual’s fit for a NED was established. The analysis revealed that the reputational capital of an appointed NED was a blend of sufficient levels of human, social and cultural capital which had been communicated to the Chairman and other members of the corporate elite. A first-time NED, in gaining a foothold on a corporate board was also entitled to membership of the corporate elite. As reputational capital drives success of directors in the corporate elite, new individuals needed to fit with the norms and values appropriate for membership and carry no reputational risk for existing members particularly the Chairman. This research offers three main contributions to the literature. Firstly, at a theoretical level it extends the concept of board capital to include cultural capital in addition to human and social capital. Secondly, it proposes a conceptual framework which demonstrates how an individual builds reputational capital over the course of a career to secure fit for a first- time NED, as a position in the corporate elite. The framework clarifies our understanding of reputational capital as a combination of human, social and cultural capital in a unique blend of board capital. This board capital is communicated through reputation building activities to members of the corporate elite. Thirdly, at an empirical level it provides an understanding of the FTSE 100 NED appointment process.

This thesis seeks to explore and understand the appointment process of first-time FTSE 100 NEDs. It has been widely acknowledged for over three decades that the appointment process of NEDs is an opaque process involving a homogeneous group of people in an ‘old boys’ network. Corporate governance reforms recommend a formal and transparent appointment process which taps into a wider pool of talent. Companies comply with these recommendations yet there has been scant change in the composition of corporate boards. The pilot study consisted of nine interviews with the main stakeholders in the appointment process of a NED, namely Chairman, Executive Search Firms and NEDs. Analysis of the interview transcripts revealed that reputational capital was the basis on which a first-time NED appointment was made after the Chairman had carried out an extensive vetting process to establish the fit of the individual. The main study, based on 15 first-time FTSE 100 NED interviews, sought to understand reputational capital, its constituent parts and how individuals developed it. Further, it sought to explore how an individual’s fit for a NED was established. The analysis revealed that the reputational capital of an appointed NED was a blend of sufficient levels of human, social and cultural capital which had been communicated to the Chairman and other members of the corporate elite. A first-time NED, in gaining a foothold on a corporate board was also entitled to membership of the corporate elite. As reputational capital drives success of directors in the corporate elite, new individuals needed to fit with the norms and values appropriate for membership and carry no reputational risk for existing members particularly the Chairman. This research offers three main contributions to the literature. Firstly, at a theoretical level it extends the concept of board capital to include cultural capital in addition to human and social capital. Secondly, it proposes a conceptual framework which demonstrates how an individual builds reputational capital over the course of a career to secure fit for a first- time NED, as a position in the corporate elite. The framework clarifies our understanding of reputational capital as a combination of human, social and cultural capital in a unique blend of board capital. This board capital is communicated through reputation building activities to members of the corporate elite. Thirdly, at an empirical level it provides an understanding of the FTSE 100 NED appointment process.

While the European Union is striving towards harmonization among the member countries, interlocks (connections) are a social phenomenon that has an implication on the Corporate Code but it is more implicitly pointed out with words like “other relevant information” or ”other significant board positions” that might affect the individual board member’s independence and ability to fully commit to the company. Although the board often is referred to as one single entity, it consists of many board members that individually can have an agenda that might deviate from all stakeholders’ goal. Every single director has a business network of social contacts, especially if they are elected to more than one company’s board. These individual directors create interlocks (links) between the firms they work for, and form a social network on company level, while the Code only recommends the companies to provide independence information and other significant assignments one by one as if they operate in solitude.   This exploratory study captures the corporate governance perspective about independence and the social networks of directors on supervisory corporate boards in Denmark, Finland and Sweden by investigating the interconnectedness of the directors and companies, and combines this data with the independence disclosure by companies.   We employed deductive approach and a quantitative archival research strategy based on secondary data from annual reports and corporate governance documents in a total of 150 companies to gather a sufficient database about the independence disclosure and the corporate networks.   We identified the most central companies and individuals in corporate framework, and found concentration of power to be evident. Identifying the director networks enabled us to focus on the structural aspects of the networks and what implications this has on the independence of the boards. Furthermore, this research analysed the disclosure independence by the companies and assessed, whether the current requirements on disclosure are adequate for their purpose.   We also found, contrary to our expectations, that the independence disclosure is not harmonized between the studied countries and therefore we assessed the disclosure by using insider-outsider theory. This showed that the current corporate codes do not capture the independence very accurately, and that harmonization of the codes in addition to insider-outsider theory would help the relevant stakeholders to get a “truer and fairer view” of the directors’ independence.   This study has been written especially the legislators in mind and suggests the use of insider-outsider -theory approach to the legislators for providing a more comprehensive and accurate view of the independence.

No / This paper employs the concept of power geometries that has been applied in analyses of today¿s corporate elite and the globalisation of the economy to explore the networks of an economic actor who ran British multinational companies in the early 1930s. By focusing on the contacts engendered by the Bank of England director who was appointed in 1931 as the 30th governor of the Hudson¿s Bay Company in order to rescue this most emblematic of imperial trading companies, we examine not only the architecture of the web of connections within which both the company and its governor were embedded, but also the ways in which channels of interaction and communication were actually used. We show that while structural analyses of multiple and interlocking directorships offer a useful initial means of understanding power geometries, more detailed, `thick description¿ approaches, based on archival material, reveal that not all apparent links were active and, in the case of the early-20th century multinational elite, networks appear to have embraced a much broader array of contacts. These extended in both social and geographical space well beyond the corporate boardrooms of London.