Title:

Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk

Name Author: Dr Nick Beech 

University Affiliation: School of Human Resource Management and Organisational Behaviour, Faculty of Business and Law, Leeds Beckett University, Rose Bowl 404, City Campus,Leeds LS1 3HB

E-mail Address: n.beech@leedsbeckett.ac.uk

Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk

Abstract

Purpose – To examine the mainstream theories of corporate governance in an attempt to suggest that their underlying assumptions are misplaced and that the need is to analyse the impact discourse has on decision-making practices within the boardroom. From suitable HR strategies can be developed to enable more effective boardroom performance to prevail.

Design/methodology/approach – The paper engages with traditional governance theory from a business and organisational perspective. It then considers the boardroom environment and the challenges the relevance and limitation of such traditions. Drawing upon the ethnographic method the work explores how directors employ talk-based interpersonal routines to influence boardroom processes.

Findings – The analysis suggests that the established underlying assumptions and rational ideologies of corporate governance are misplaced and to understand the workings of corporate governance we need to gain deeper insight into the employment of talk within boards.

Originality/value – The paper makes a case for greater focus to be placed upon fine-grained studies of talk-based interpersonal practice within boards. The work further challenges the suitability of mainstream theories of corporate governance as credible approaches to exploring how influence is employed by the power elite.

Research limitations/implications - The work is limited to the workings of one board but provides insight in to the employment of ethnographic methods to boardroom enquiry.

Practical implications – The work provides greater insight in to boardroom talk and events from which HR theorists and practitioners can enrich their understanding and devise suitable development strategies to support boardroom effectiveness.

Keywords

Corporate Governance, discourse, ethnographic, talk, sense making, boardrooms, management elite.

Scholarly Practitioner Stream Track: Corporate Governance

Word Count: 5,239

Fashioning Governance in Action: an Ethnographic Exploration of Boardroom Talk

Introduction

In recent years, there has been substantial growth in the literature focused on corporate governance. This has to a large extent been stimulated by a wide range of corporate fraud, major corporate failure, abuse of management power and excessive executive remuneration, which can be highlighted in such cases as WorldCom (Peasnell, et al., 2003; Rovella and Baer, 2005), Enron, Arthur Andersen, (Bryce, 2002), Lehman Brothers (Fernando, May and Megginson, 2012; Johnson and Mamun, 2012), RBS, HBOS, Northern Rock and Bradford and Bingley (Porter, Kirkup and Rayner, 2008).

The sustained and ongoing nature of these major failings, for well over three decades, has further fuelled the debate surrounding the degree of effectiveness (or rather ineffectiveness) of the current concepts, theory, rules and mechanisms employed in addressing these governance shortcomings (Clarke, 1998; Letza et al., 2004; Sun, Stewart and Pollard, 2011). The established debate appears to be a polarisation of the rational economic model of agency (Jensen and Meckling, 1976) versus a collective and potentially idealised stakeholder model (Mitchell, Agle and Wood, 1997; Freeman, 2004; Friedman and Miles, 2006; Greenwood, 2007). It has been suggested that this polarised debate appears superficial in nature and that there is a need to give greater importance to gaining insight into the actual governance practice of boards. However, what is apparent is that Anglo-American corporate governance does appear to have progressively worsened and this lack of fortitude contributed to the crisis of 2008 (Clarke, 2011; OECD, 2009).

It is evident that someone somewhere is facilitating or overlooking such excessive breaches in corporate governance. The focus now is on the epicentre of the corporation and specifically the detailed working and outputs of the board (Higgs and Dulewicz, 1998; Tricker, 1995) and how, through the skilful use of talk the management elite manage meaning and make sense of their world (Smircich and Morgan, 1982; Knights and Willmott 1992).

This paper will provide a greater understanding of and insight into the linguistic interactions between directors, will consider how they use talk to develop understanding and share meaning and establish boardroom norms, and will help to clarify how language is used to support directors in their collective decision making. Specifically, the work focuses on how, in its many forms, language is used to construct a collective and shared reality upon which decisions can be based; in so doing it considers the power effects of corporate strategy discourse (Knights and Morgan, 1991). The aim is to provide an insight in to how best directors or aspirant directors can be prepared and developed for boardroom life and effectively engage with the management elite.

Tricker (1983) suggested that many studies have been produced without talking to a single director and with little consideration of a boardroom powerbase. Many studies seem to overlook the fact that they are studying social actions and interactions and therefore cannot be addressed purely from a detached, objectivist perspective. With this in mind and adopting and ethnographic method approach, the work will critique

the employment of talk within a boardroom context with the purpose of gaining greater insight in to boardroom working practice. Firstly, we will consider the contextual necessity for board-room studies.

Crisis and the Board

The corporate crisis does appear to have stimulated a resounding call from both practitioners and regulators for a generic one-size-fits-all board mechanism and composition (Sur, Lvina and Magnan, 2013) or just more and more external regulation. The concern here is that this approach avoids reviewing the evidence regarding the validity and relevance of current underlying governance theory and concepts in context to the complicity of working practice (Daily, Johnson and Dalton, 1999; Merritt and Lavelle, 2004). What is evident is that practitioners and regulators have taken a detached, formal and static interpretation of the workings of governance mechanisms, which negates the intimate, dynamic and complex nature of boardroom life: an area that appears to be elusive to access and research (Samra-Fredericks, 2003; 2005). Further, even though scholars and practitioners have attempted to study the board as a corporate decision-making device for decades (Mace, 1971) little progress seems to have been made in providing a deeper understanding of practice.

The tension between the dualistic paradigms asserting the primacy of stakeholders (Freeman, 2004) over shareholders (Jensen and Mechling, 1976) or vice versa: i.e. who should benefit from value creation private ownership or broader society, has provided some theoretical and conceptual insight into corporate governance, although the extent of the validity of such work has been questioned (Letza and Sun, 2004; Letza et al., 2004). It can be seen that such research has not investigated the dynamics of in situ boardroom practice which is both an oversight (Pettigrew and McNulty, 1995; Samra-Fredericks, 2000) but also a distraction to gaining deeper insights in to boardroom working practice. These conceptual orthodoxies appears to ignore the way in which directors, set within a dynamic board environment of interaction and interpersonal complexity, employ their personal skills and attributes (Klein, Dansereau and Hall, 1994) to interact with their peers; how they negotiate and build meaning, establish consensus and select appropriate outcomes (Samra-Fredericks, 2005). A serious short-coming of directors’ participation during board meetings are key factors in understanding board effectiveness (Samra-Fredericks, 2000, 2005; Bezemer, Nicholson and Pugliese, 2014; Machold and Farquhar, 2013). Consequently, there are numerous call for new, direct investigation into how boards actually work (Letza and Sun, 2004; Samra-Fredericks, 2005; Pettigrew, 2013).

HRD and SHRM Context

Human Resource Development (HRD) and Strategic Human Resource Management/Development (SHRM/D) cannot negate consideration and scrutiny in this debate particularly as it can be argued that SHRM/D role is to develop, focus and align human capital so that it can lead and support the achievement of both the organisations short and long term goals and thereby secure sustained success (Garavan, 2007; MacKenzie, Garavan, & Carbery, 2014). Key is that HRD plays a central role in the development of leadership and management within an organisation and thereby is integral to the organisations cultural infrastructure (Kuchinke, 2010) shaping the acceptable operational norms that dictate how it does business.

The primary role of SHRD is the development of both organisational and leadership capability (Garavan, 2007; Peterson, 2008). It does this by developing appropriate policies and practices that secure human capital aligned to the organisations strategy and objectives. Clearly this will influence the development of the appropriate working culture in structure and agency, and in so doing will positively motivate (Thoresen et al., 2003) and legitimise employees’ actions to be taken. What strategies SHRM/D do and do not do will provide signals to employees that reinforce symbolic messages of what are appropriate actions to be taken; effectively their initiatives socialize, legitimize and institutionalize organisational culture and social action.

Concern can be raised as to the nature of the role SHRM/D undertakes i.e. is it merely a device of implementation or should it be seen in a more holistic institutional developmental role which challenges management thinking, that contributes to the development of a more critical and ethical approach to both the strategic vision and planning and operational practice (MacKenzie, Garavan, & Carbery, 2011, 2012, 2014). It is noted that the development of effective leadership capability is a fundamental contributor to sustained competitive advantage (Barney, 1991; Lei & Slocum Jr., 2005; Teece, Pisano, & Shuen, 1997) therefore care is needed not to create an asymmetric imbalance by focusing short-term goals as this can undermine the organisations strategic value (Greenwood, 2013) and long term wellbeing.

However, when considering this within a boardroom context the HR function may not muster sufficient power and respect (Bierema, 2009) to influence events and therefore cannot drive policy (Fenwick, 2005, p. 233). This said SHRD does have the local capability to develop programmes that foster key skills (Peterson, 2008) attitudes or virtues that can facilitate this by getting management to consider the consequences of their and their organisations actions. Thereby, HRD could provide a counterbalance by developing the leadership skills and background culture where managers are free and willing to ask questions that challenge the dominant orthodoxies, assumptions and narratives (MacKenzie, Garavan, & Carbery, 2011, 2012) that surround them.

Narratives can become so imbedded within the organisational social norms that they become concealed, obscured and shrouded within the everyday routines of practitioner life, subtly sabotaging organisational intent and therefore there is a need for greater critique of what is said, it’s context and sub-text. As scholars, we must challenge our assumption and develop theories that delve deeper into narratives and backgrounds that motivate and dictate people, organizations and institutions actions. This includes the development of greater conscious and critical awareness of text, context and sub-text and the symbolic nature of action and the complicity of silence and inaction.

There is a need for scholars to challenge the economic centric theories that often provide legitimacy for short-term ventures (Werbel & Balkin, 2010) and reflect and develop social theories considering the role HRD as a balancing force that develop leaders, throughout the organisation, who demonstrate conscious vigilance and courage to ask appropriate questions that challenge the norms. The Managerial Elite

When considering boards and directors, one cannot avoid touching on the idea of a social/corporate elite, a small minority, a network of economic elites, who hold considerable power independent of a state's government. It is suggested that there are cohesive interpersonal networks composed of top leaders in business and other executives who control key national decisions (Mills, 1956; Moore, 2002), a set of overlapping 'crowds' and intricately connected 'cliques‘ (Mills, 1956, p. 11; Moore, 2002), who are both enmeshed and complicit in retaining power.

It is contended that this cohesion is born out of social class, homogeneity, family and educational background (Useem and Karabel, 1985; Ott, 2011), while others suggest that these relationships are value-based pragmatics (Putnam, 1976; Moore, 2002). Within this review scholars have attempted to map interpersonal or interorganisational connections (Moore, 2002), either reported by these elites or through more informal membership network analysis (Domhoff, 2005; 2009), which includes studying of cross-board membership by directors and general association and membership of other organisations. Such research focuses on the importance of the informal communication networks (Higley and Moore, 1981; Moore, 2002) found in tightly integrated elite circles which represent diverse elite groups in cohesive central circles and the core groups within each central circle, which consist of the most powerful elites in each country, demonstrating tight integration: circles within circles. Higley and Moore (1981) support Mills (1956), who described them as shifting, informal elite circles power invisible to outsiders, select networks of influence and shared opinion providing relatively easy, safe access to one another, with directors not only holding corporate boards but also holding seats on key non-profit boards of trustees (Useem, 1985; Bond, 2005; Burris, 1991). This suggests that there is a fine corporate web, with the employment and movement of power within and between the corporate elite that maintains an established orthodoxy.

Elite networks are complex and their interplay and relationships can often be subtle. Although they may be distinctly talk-based, they may therefore need a greater appreciation of history and of personal power and relationships. Such an understanding questions the accuracy of recording of events: what is purported to have transpired may or may not reflect a total reality because factors such as the way in which something was said and by whom could have an impact. This can be divisive, but when interpreting accounts of events, one must understand the observer‘s personal perspective. One can suggest that interpretation is both context- and experience-based, requiring the observer to consciously recognise and reflect on what is happening in front of them; this can present the opportunity for deeper insights to be gained.

Corporate elites’ power can be considerable, operating at grand strategic levels (national/ international and socio-political), but it can also be relative set within confines of the local corporate structure, which can be distinctly focused on the boardroom and the interplay of its specific corporate elite. Within this study one can focus on the local elite to see how their style and specialist language is used to affect interpretation and effect action. In support of this one can see that discourse contributes and constructs relationships and that there is therefore a clear link between discourse and power (Wodak, 1985; van Dijk, 1989; Mey, 1985; 1993) which informs both the subject to be studied and the methodological approach to be adopted.

Methodology

To devise an appropriate methodology it is well worth evaluating how researchers can enhance understanding of the boardroom, exploring alternative research approaches that have been adopted, and considering the challenges the researcher faces in accessing the board and applying appropriate tools to gain insights into the decision-making process (Pettigrew 1992; Samra-Fredericks, 2000). It is acknowledged that this area is notoriously difficult to access (Finkelstein and Hambrick, 1996; Clarke, 1998) because there is a general need for confidentiality in boardroom matters. This, in part, can be understood due to the relative magnitude of many of the decisions that are made and the consequent risks of exposure for both the corporate entity and individual board members.

The problem with discovering the details of what actually happens in the boardroom is that even if an executive says what they believe happened, this is only their account from one personal perspective. The challenge is in reflecting on the fullness of the account they present and assessing whether it is really an accurate reflection of the detail in the boardroom dynamics or this just one descriptive interpretation of events. It can be difficult to interpret meaning from their comments or to substantiate them. Clearly one can see that surveys, questionnaires and interviews do not provide the depth necessary to reveal the relational dynamics of the boardroom (Pettigrew and McNulty, 1995). At best such tools are one step away from determining what actually goes on in the boardroom. Without such in-depth insights into the detailed workings of boards it is difficult to gauge the realities of boardroom practice (Samra-Fredericks, 2005). Therefore, there is a need to actually observe board behaviour in situ, because this is the only way that these relationships can be meaningfully understood; only then can we gain insights in to what directors actually do, how they collectively build relationships and how they engender collaborative agreement in order to make decisions (Clarke, 1998; Heracleous, 1999). With this in mind one can demonstrate clear justification for approaching the research using an ethnographic methodology to produce a sufficiently fine-grained study (Clarke, 1998).

To address the needs of this study the selection of an ethnographic approach (Geertz, 1983; Atkinson et al., 2001) has been made, this has been influenced by both previous research conducted within the project (Samra-Fredericks, 2003; 2005;) and informed by secondary research that focused on understanding actual board behaviour (Clarke, 1998; Heracleous, 1999), understanding the characteristics of leaders and followers (Gardner and Avolio, 1998) and assessing the talk-based interpersonal routines that enable know-how and experience to be deployed and to influence the boardroom process (Samra-Fredericks, 2000). Ethnographic research focuses on deep observance, mindful listening and reflexivity in the interpretation of participants’ interactions. The researcher pays attention to how participants establish meaning and develop trust by looking for those taken-for-granted methods of producing order that constitute sense, with the aim of developing in-depth portrait of the participant and their social actions (Geertz, 1983; Atkinson et al., 2001; Rawls, 2008); this includes what is said and how and where it is said. In this case, the researcher observed the turn-by-turn employment of talk to establish a collective meaning from which participants developed their own mutually agreed order through social interaction. What is key is that such interactions are taken for granted and therefore may not be something that participants are consciously aware of; it is therefore essential that the

ethnographic researcher is reflexive on in situ observations, because there may be deeper meaning and greater insights to be gained from what participants actually do and say. One will appreciate that the researcher cannot just ask participants to discuss what they feel about the production of meaning and sense because this will only provide their interpretation, but not necessarily account for what they do. The researcher needs to see the impact of actions and events as they transpire to grasp the meaning of a situation in its social context (Geertz, 1973) and consider how actions play out in relation to influence, power and consequential actions.

Clearly there is a need to balance the ethnographic requirement for understanding and immersion in the subject with the need for explication and the generation of insights. However, this is a fine balance: even though theory can assist in both the interpretation of the experience of the events and the analysis of the objectivity of the structure of the approach, care needs to be taken to ensure that theory does not obscure or contradict an interpretive ethnographic approach. One approach is that of Laughlin (1995), who used a foundation of theory in a skeletal fashion; the theory acted as a critical guide rather than as a directive orthodoxy. Here the researcher has the opportunity to review and refine interpretations; in this particular case the researcher employed reflexivity within the ethnographic conventions (Samra-Fredericks, 2005), but also employed critical discourse analysis (Fairclough, 1989; Wodak, 1996; van Dijk, 1997) and triangulated or multi-method approach (Saunders, Thornhill and Lewis, 2009), linking the study to other researchers (Knights and Willmott, 1992) to provide additional insights into both the research structure and the interpretation of observations. The need was to gain a detailed familiarity with the situation (Snow and Thomas, 1994; Samra-Fredericks, 2003a), this was achieved by direct in situ observation of board meetings to see at first-hand the unfolding talk events in context.

Sample

The sample, in common with much qualitative research on business elites, was based on opportunism. Unlike conventional management groups, accessing directors is problematic and conventional sampling is not feasible (Hill, 1995). The author has access to a select Director Lead Executive Committee made up of working directors, this would be seen as a relatively conventional board in process, structure and conduct and therefore provided a valid group to study.

The Director Lead Executive Committee was the senior of four regional committees, with the other three being the sub-regional committees who direct reports. The inference here is that not only do these directors serve on other major and professionally functioning boards within the region (in private and public companies across the primary, secondary and tertiary sectors), but they have also demonstrated their skill as they progressed through the IoD sub-committees to become full regional board members. The evidence demonstrates participants’ fortitude and experience as working directors, something that is also demonstrated by them holding multiple board positions, a common trait of experienced directors (Mace, 1986; Lorsch and Maclver, 1989), which also reinforces the desired attribute of insightful networking skills. Many of the board members were also qualified directors and could therefore demonstrate formal knowledge of the roles of director and board. Therefore one can suggest representative of their director peers.

Findings and Analysis

All the meetings were audio recorded. This was seen as much more reliable than real-time observation and note-taking because it allows for repeated examination of the boardroom discussions (Bloor and Wood, 2006) and means that the observations are not limited by the selective attention or recollection of the observer. The audio-records provide the opportunity for fine-grained analysis of strategists' linguistic skills (Geertz, 1983; Samra-Fredericks, 2000; 2003a; 2003b) and further enable the researcher to partake in a lived as opposed to a reported experience. This provided the opportunity to observe and experience the intricate nature of the flow of emotions, talk and human interactions both in context and while reflecting on the recording at a later point.

The analysis draws on the four three-hour observations and on analysis of board interactions (comprising over 65,000 words), specifically considering directors' own employment of discourse to highlight and explore specific boardroom events as they transpire. The objective of the work is to give insight into how directors build meaning through collaborative interactions, specifically considering the tools they employ and the results achieved.

Note: In support of the following conversational analysis the following transcription conventions are used:

(.) Signals a brief pause; Italics Signal emphasis on a word/phrase; = Signals immediate latching on; [ … ] Contains references to names of people, financial figures; ° ° Degree signs are used to indicate that the talk they encompass is spoken noticeably quieter than the surrounding talk.

Participants: MD - Managing Director.P1, P2 - Reference to other participating members.

The following extract was taken from boardroom observations and demonstrate a range of linguistic resources and skills, including the employment of discourse markers, turn-taking, adjacency pairs, humour, backchannelling, fillers, expletives, and framing and reframing discourse events. In isolation, each element can seem insignificant; however, when combined each utterance provides progressive step-by-step minor moves (Boden, 1995) that can have major consequences for the message conveyed and the reaction of participants. Care must be taken when considering that a word or phrase ‘has no function at all’ because it is possible for it to have significance to specific members of the group, such as a professional sub-set like accountants, although this may not be apparent to other members within a general discussion. It could, however, assist in developing a different agenda or in strengthening personal relations and conversations within the group.

Extract Setting the Scene:

MD: Let me (.) just set the scene a little bit then guys, err, before these guys kick off. Um, obviously [ … ], we all know what they do, and they do for us a damn fine job and a lot of effort has gone in over the last few years to get it to where we are.

Um, most of you I guess are not familiar with P1, P2 I know is because, err, [ … ] have been concocting a legal plan over East Asia, as we now refer to it as, and the Far East, err, over many, many months and … with success as a result of that. Hence the ... I guess not so much a need but an absolute imperative to give ourselves better profile around the region with our marketing outlets and that really does encompass exactly why we have conversations to the point where we are.

Hopefully today, we‘re going to hear a little bit about how we‘re going to do that. Err, it‘s a big project and these guys have done a lot of work on it, but if we get it away, it gives us the opportunity to market our business better, great things we‘re doing. We‘ll get greater uptake, which will work for all of us, and should get us in a position where we’‘ve got a real, proper rate card value against what we‘re going to do as well which drives these guys.

Here we see the MD at the commencement of the meeting setting the scene and establishing the context. However, this could not be said to be an unbiased introduction because the MD promoted this initiative from his perspective. The MD also demonstrated emotionally committed support statements such as ‘fine damn job’ and a ‘lot of effort’, making implicit value statements about the success of a project and building the notion of its longevity and that there is a past organisational commitment to the initiative through ‘last few years’. One can suggest that this modalising (Fairclough, 2003) demonstrated his support for the venture, presenting it, and the participants who were championing it, in a favourable light.

Supporting this, he also says ‘we all know they do for us a fine damn job’ to get the board ‘where we are’, and then that ‘most of you I guess are not familiar’ with the ‘absolute imperative to give ourselves better profile’. He uses a raft of personal pronouns which appear to set sides: the project team, the MD and the board. ‘I guess’ and ‘most of you’ were potentially ways of mitigating a challenge to anyone but still raising doubt in the minds of the audience about their personal knowledge. He then quickly followed up with ‘I know’ (emphasis in voice tone) reinforcing his potentially ‘superior knowledge’ of both the project and relationships. In part one can suggest this modelling not only demonstrated a supportive position (Boden, 1995) towards the initiative but also reinforced his relative expert position with the group. He also reinforces the credentials and success of individuals who are driving the initiative and the commitment they have already given to it for him ‘over many, many months and … with success as a result’. Later he said ‘not so much a need but an absolute imperative to give ourselves better profile’, lightly stressing absolute imperative which appeared to reinforce a stance of urgency. The use of personal pronouns and modelling reinforced his personal position linked to the project, the strategic imperative of the work, potentially reinforcing a collective identity and commitments (Gardner and Avolio, 1998).

One can also suggest that there is a moral component; what is witnessed here is the demonstration in everyday talk of a subtle act of speaking of what is right, effectively influencing and manipulating belief. At the end of his introduction he reinforces: you ‘guys have done a lot of work on it, but if we get it away, it gives us the opportunity to market our business better, great things we’re doing’, again raising personal pronouns and stressing the moral obligation and commitment to what has already been undertaken, but also reinforcing the relationship and the ‘collective’ moral buy-in and obligation of the board members. Even at the outset of the event we see the MD putting talk to work (Alvesson and Karreman, 2000), developing a modalised speech chain as a way of reasoning and influencing meaning (Samra-Fredericks, 2003a). He employs his enthusiasm and his linguistic resources to support his interpretation of events and therefore his position.

The MD demonstrated an attempt to reinforce his knowledge and the potential lack of knowledge of the group in relation to the venture by saying ‘I guess you are not familiar’, utilising the turn so that he could then demonstrate support for the venture. Furthermore, later in the conversation, and not recorded in the above extract, he demonstrated a detailed understanding of technical knowledge. We can see the MD further elaborating and guiding the conversation so as to support the initiative‘s agenda and keep the meeting on track in Extract 3 below (4.3.3, p99) via a series of step-by-step minor moves which managed the ebb and flow of routine interaction. The MD‘s interventions were continuous throughout all the meetings, clearly modalising his position and letting his support be known.

The MD then invited the two presenters to make a presentation to the board on the new e-magazine letter. The MD demonstrated his support for the presenters with gestures and enthusiastic comments, reinforcing the benefits of the initiative to the group. Effectively he was overtly backchannelling and modalising, generating both verbal and non-verbal support and demonstrating that there was another layer of communication in play. The MD‘s backchannelling throughout the presentation appeared to provide encouragement to the orator to continue, demonstrated his support and reinforced the credibility of what was being portrayed. The following are examples of the MD‘s constant flow of supportive comments that interjected with the speaker‘s presentation: ‘proactive lady’, ‘plugged the gap’, ‘sounds familiar, it‘s always so good’, ‘I mean it‘s absolutely important’, ‘guys, we absolutely trust, they‘re the right partners to be doing this work’, ‘absolutely crucial’ and ‘when I get asked to explain what I‘ve done I can demonstrate’.

The MD managed his position by building from his established leadership power base and also skilfully used his linguistic resources to reinforce his knowledge, networks and status within the group (Pettigrew and McNulty, 1995).

The action appeared to reinforce the other director‘s comprehension, interest and commitment to the initiative. The MD‘s own backchannel and modalising actions were more vocal and pronounced than those of others in the groups, clearly demonstrating the MD‘s role in, enthusiasm for, and predetermined commitment to this initiative. What was interesting was that the combined effect of the presenter and the MD‘s linguistic injections suppressed most other comments.

The actual briefing by the first invited technical specialist was quite descriptive, but their talk was peppered with supportive comments by the MD, for example ‘sounds familiar, it‘s always so good’, seemingly to reinforce the presentation. At the conclusion of the presentation the MD summed up and again reinforced the initiative. What was evident was that even when the MD was not directly holding the linguistic turn he still influenced events; he employed a range of sources including backchannelling, personal pronouns, metalingual expressions and modalising, thus demonstrating enthusiastic support for the initiative.

Conclusion

A common theme which has run throughout this work is how, through talk, directors maintain their power and collectively discuss and agree their decisions; however, this collective discussion cannot be seen to be free of agenda and is constrained by powers, protocol and process. The notion that all directors are equal appears to be misguided, in that those who apply their linguistic skills more effectively tend to dominate events, and therefore are more equal than others.

It is acknowledged in this paper that the extract only represent a small proportion of the corpus of data which has been captured and transcribed within the study, however, such issues are common in this type of work (Samra-Fredericks, 2000). It is hoped that the extract does convey some essence of the inner working of the board, the role talk plays within the ebb and flow of decision making and how this impacts on the deployment of power by the managerial elites.

The research demonstrates that there is a great need to find out what is actually going on inside the boardroom (Clarke, 1998) and therefore there is a need for more and deeper analysis to unveil the layered complexities of lived boardroom experience (Samra-Fredericks, 2000). What is evident is that to be an effective player within the boardroom the management elite must be skilled in the employment of all facets of their linguistic repertoire so that they can convey a coherent and convincing story to their peers. The research must be aware of how narrative develops and we cannot disregard utterances that a first instance may seem trivia, but must critique them in context to the event at hand.

What is still alarming is the lack of research in this area of tacit use of basic linguistic skills by our power elite or put simply we need more ethnographic research to see the detail, first hand, of how managerial elites talking to each other before we will fully grasp how governance works in practice.

This uncovers many major issues for HRD firstly, in the development of theory and models to provide a better understanding of the linguistic working of the boards. Secondly, by so doing may provide the tools and space to facilitate alternative forms of individual and collective board development. Thirdly, promote boardroom efficacy in support of the development of more coherent ethical practice. Fourthly, enhance the personal efficacy of HRD directors to enhance their influence and awareness of working in such contexts and, finally, enable HRD to develop appropriate learning and development strategies to prepare managers for such boardroom roles.

References

Andrews, K.R. (1971), The Concept of Corporate Strategy. Homewood, Irwin. Ansoff, I., (1965), Corporate strategy, McGraw Hill, New York. Atkinson, P., Coffey, A., Delamont, S., Lofland, J. and Lofland, L. (eds.) (2001), Handbook of Ethnography, London: Sage. Bakhtin, M. M. (1986), Speech genres and other late essays. Austin: University of Austin Press. Berle, A. A. and G. C. Means (1932), The Modern Corporation and Private Property. Harcourt, Brace and World, New York. Bezemer, P. J., Nicholson, G.J. and Pugliese, A. (2014). ‘Inside the boardroom: exploring board member interactions’, Qualitative Research in Accounting and Management (in press).Boden, D. and Zimmerman, D. H., eds (1991), Talk and Social Structure: Studies in Ethnomethodology and Conversation Analysis. Cambridge: Polity Press. Boden, M. A. (1995), Modelling creativity: Reply to reviewers. Artificial Intelligence Journal, 79:161–182, Bryce, R., (2002), Pipe dreams: Greed, ego, and the death of Enron. New York: Public Affairs.Clarke, T. (1998), Research on Corporate Governance. Corporate Governance: An International Review, 6(1), pp. 57-66.Clarke, T. (2011). Corporate governance causes of the global financial crisis. In W., Sun, J. Stewart, & D. Pollard, (Eds.), Corporate governance and the global financial crisis: international perspectives. Cambridge: Cambridge University Press.Coase, R. H. (1937), "The Nature of the Firm," Economica 4(16), pp. 386-405. Cunliffe, A. (2009), A Very Short, Fairly Interesting and Reasonably Cheap Book about Management, Sage Publications Ltd Daily C. M, Johnson J. L, Dalton, D. R. (1999), On the measurement of board composition: poor consistency and a serious mismatch of theory and operationalization. Decision Sciences 30(1), pp. 83-106. Fairhurst, G. T., and Sarr, R. A. (1996), The art of framing: Managing the language of leadership. San Francisco: Jossey-Bass. Fernando, C. S. May, A. D. and Megginson, W. L. (2012), The Value of Investment Banking Relationships: Evidence from the Collapse of Lehman Brothers, The Journal of Finance, LXVII, (1), February Freeman, R. E. (1984), Strategic Management: A stakeholder approach. Boston: Pitman Letza, S., Sun, X. and Kirkbride, J., (2004), Shareholding versus stakeholding: a critical review of corporate governance. Corporate Governance: An International Review, 12 (3) July, pp. 252-62.Friedman, A. and S. Miles. (2006), Stakeholders: Theory and Practice: Oxford University Press. New York Finkelstein, S. and Hambrick, D. (1996), Strategic Leadership, Top Executives and their Effects on Organizations, Minneapolis/St Paul: West Publishing Co Gardner, W. L., and Avolio, B. J. (2005), Authentic leadership development: Getting to the root of positive forms of leadership, The Leadership Quarterly 16, pp. 315–338 Geertz, C. (1983), Local Knowledge. New York, Basic Books. 73 – 93 http://faculty.washington.edu/cbehler/teaching/coursenotes/Texts/geertzcomsense.html [Accessed Jul 2012] Greenwood, M. (2007), 'Stakeholder Engagement: Beyond the Myth of Corporate Responsibility.' Journal of Business Ethics 74(4), pp. 315-327Hamel G. and Prahalad C.K. (1989), Strategic intent. HBR, May/June.

Hamel G. and Prahalad C.K. (1994), Competing for the future, Boston, MA: Harvard University Press Hamel (1996), Strategy as Revolution, HBR Jul-Aug, p75 Hart, O.D. (1995), Corporate Governance: Some Theory and Implications, Economic Journal, 105, pp. 678- 89. Heracleous, L. T. (1999), The Board of Directors as Leaders of the Organization. Corporate Governance: An International Review, 7(3), pp. 256-265. Jensen, M.C., Meckling, W. H. (1976), Theory of the firm: managerial behavior, agency costs and ownership structure. Journal of Financial Economics 3: Johnson, M.A and Mamun, A, (2012), The failure of Lehman Brothers and its impact on other financial institutions, Applied Financial Economics, 22, pp. 375–385 Kirkbride, J., Letza, S., Sun, X. and Smallman, C., (2008), The boundaries of governance in the post-modern world. Northern Ireland Legal Quarterly, 59 (2), pp. 161-75. Klein, K. J., Dansereau, F., and Hall, R. J. (1994), “Levels Issues in Theory Development, Data Collection and Analysis,” Academy of Management Review (19), , pp. 195-229. Knights, D. and Morgan, G. (1991), Corporate Strategy, Organizations and Subjectivity: A Critique, Organization Studies, 12(2), pp. 251-273. Machold, S. and S. Farquhar (2013). ‘Board task evolution: alongitudinal field study in the UK’, Corporate Governance: An International Review, 21, pp. 147–162. Mace, M. (1986), Directors: Myth and Reality. Boston: Harvard Business School Press Merritt, J. and Lavelle, L. (2004), A different kind of governance guru. Business Week, 3895: pp. 46–47. Mintzberg, H. (1983), Power in and around organizations. New Jersey: Prentice-Hall. Mintzberg H. (1994), The rise and fall of strategic planning. Free Press, New York. Mitchell, R. K., Agle, B. R., and Wood, D. J. (1997),Toward a theory of stakeholder identification and salience: Defining the principle of who and what really counts. Academy of Management Review, 22, pp. 853-886. OECD 2009. Corporate governance and the financial crisis: key findings and main messages. The OECD Steering Group on Corporate Governance, OECD, Paris. Ohmae, K. (1982), The Mind of the Strategist, The Art of Japanese Business, McGraw-Hill O‘Shannassy, T. (2003), ‘Modern strategic management: Balancing strategic thinking and strategic planning for internal and external stakeholders’, Singapore Management Review, Vol. 25, No. 1, pp. 53 - 67 Peasnell K.V., Pope P. F. and S. Young. (2005), Board monitoring and earnings management: Do outside directors influence abnormal accruals? Journal of Business Finance and Accounting, Vol.32 (7/8), pp. 1311-1346Pettigrew, A.M. and McNulty, T. (1995), Power and Influence in and Around the Boardroom, Warwick Business School, UK. Pettigrew, A. (1998), ‘Success and Failure in Corporate Transformation Initiatives; in (eds) Galliers, R.D and Baets, W.R.J ‘Information Technology and Organisational Transformation‘ Chichester: John Wiley Porter, A., Kirkup, J. and Rayner , G. (2008) Financial crisis: HBOS and RBS 'to be nationalised' in £50 billion state intervention, The Telegraph, 12 Oct. http://www.telegraph.co.uk/finance/financialcrisis/3185120/Financial-crisis-HBOS-and-RBS-to-be-nationalised-in-50-billion-state-intervention.html [Accessed, Nov 14].Porter, M. (1985), Competitive advantage: Creating and sustaining superior performance, Free Press: New York. Quinn, J. B. (1980), Strategies for Change: Logical Incrementalism. Richard D. Irwin: Homewood, IL.

Rovella, D. E. and Baer, J, (2005), JPMorgan to Pay $2 Bln to Settle WorldCom Fraud Suit (Update5,) Bloomberg, - March 16 http://www.bloomberg.com/apps/news?pid=newsarchive&sid=auybDoZIEQTg [Accessed, Jan 14]Samra-Fredericks D. (2000), Doing `Boards-in-Action' research an ethnographic approach for the capture and analysis of directors and senior managers interactive routines, Corporate Governance, an International Review, 8(3) pp. 244-257 Samra-Fredericks, D. (2003), A Proposal for Developing a Critical Pedagogy in Management from Researching Organizational Members‘ Everyday Practice‘, Management Learning 35(3), pp. 291–312. Samra-Fredericks, D. (2005), Strategic Practice, ‘Discourse‘ and the Everyday Interactional Constitution of Power Effects‘ Organization 12; (6), pp. 803-841 Stacey, R. (1993), Strategy as order emerging from chaos, Long Range Planning, 26(1), pp. 23–29. Sun, W., Stewart, J., and Pollard, D. eds., (2011), Corporate governance and the global financial crisis: international perspectives. Cambridge: Cambridge University Press.Sur, S. Lvina, E. and Magnan, M. (2013), Why do Boards Differ? Because Owners Do: Assessing Ownership Impact on Board Composition, Corporate Governance: An International Review, 21(4), pp. 373–389Tricker, R. I. (1983), Corporate Governance, Gower Press, London, Van Maanen, J. (2011), ‘Ethnography as work: Some rules of engagement‘, Journal of Management Studies, 58(1) pp. 218-235. Zahra, S.A., Pearce, J.A. (1989), Boards of directors and corporate financial performance: A review and integrative model. Journal of Management, 15, pp. 291-335.