Title: Supervisory boards in high growth SMEs and mandated board members: two dilemmas

Authors: Maryse J. Brand; Theo J.B.M. Postma

Addresses: Faculty of Economics and Business, University of Groningen, P.O. Box 800, 9700 AV Groningen, The Netherlands ' Faculty of Economics and Business, University of Groningen, P.O. Box 800, 9700 AV Groningen, The Netherlands

Abstract: Two dilemmas for boards of growing small and medium-sized enterprises in a two-tier context as a result of their need for external resources (i.e., capital) and the concomitant introduction of external directors (expertise) are discussed in this paper. Firstly, split loyalties can occur when an externally mandated non-executive director may be pressured to act primarily in the interests of his/her mandating firm (e.g., a major investor), which may diminish the incentive to act in the best interest of the focal firm. Secondly, a culture clash is likely when external directors in the much prevalent family-based SME prefer formal control above informal governance which may harm the board's effectiveness. We propose that a one-tier board structure in combination with an effective chairperson is a solution to mitigate both dilemmas.

Keywords: high growth SMEs; small and medium-sized enterprises; boards of directors; board structure; corporate governance; external directors; family business; family firms; supervisory boards; mandated board members; split loyalties; non-executive directors; culture clash.

DOI: 10.1504/IJBGE.2015.070934

International Journal of Business Governance and Ethics, 2015 Vol.10 No.2, pp.186 - 202

Received: 08 Feb 2014
Accepted: 24 Apr 2015
Published online: 01 Aug 2015 *

Full-text access for editors Full-text access for subscribers Purchase this article Comment on this article