Linguistics-based theories of translation

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CHAPTER 3: LITERATURE REVIEW

Introduction and Overview

The focus area of the study is on the relationship between Board Structure and Board Process Variables causing board decision quality. The study will draw on various perspectives, methods, techniques and models used to interpret and analyse what has been published on corporate governance constructs. Collis and Hussey (2009) provided a definition of literature as all sources of secondary data that are relevant to study. Secondary data on corporate governance refers to research reported in books, articles, conference papers and reports, journals, newspapers, broad cast media; government and commercially produced statistics, industry data; internal documents, records of organizations, E-resources, such as on-line database and the internet.
To formulate the research gap it is important to extract relevant information to create an understanding of the corporate governance practices with regards to increased performance, effectiveness of the board and improved board decision quality
The structuring of the literature review is done in accordance with an eight step process. The steps taken in the literature review were as follows: (1) The definition of the concept of governance from several perspectives. The objective of this section was to illuminate a thorough understanding of what is meant by the word governance and to describe how it will be used in this research. This relates to conceptual validity of the proposed measure;
(2) The literature provided a description of how the concept governance relates to others variables (like board process variables – effort norms, cognitive conflict, functional area knowledge and information quality). In this part, the theories and models of governance relating to the concept will be presented. This information was used as a basis for making comments regarding the concurrent, discriminate and possible predictive validity of the proposed measure; (3) further refinements in  process was undertaken to compile several lists of the elements, if any, of which the concept comprises. Here, the objective was to identify the building blocks of the concept. The goal was to find the elements that needed to be included in the measure. This related to the construct validity of the measure. For Step 4, notes are recorded of the validity and reliability of a measure and the characteristics of a good measure and its items; Step 5 covered a list of the measures on board process used in other studies and to describe the measures of board process variables. The idea in this section was to find a measure that could possibly be used to measure board decision quality in the local context, or model items to be included in a new measure. The process is refined in Step 6, by describing how the measures relate to the elements of the concept, board process variables. In step 6, the measures found were evaluated to determine construct validity by revisiting step 3. In Step 7, a description on how the measured concept related to other variables. With step 7, a search for information regarding the criterion-related validity of the existing measures was made. Here, the intention was to find journal articles that indicate the theoretical explanations that are supported by empirical findings.
Step 8: Suggested the selected measure or pool of items to be considered as a measure of the concept.

Defining corporate governance

Various authors, organizations and governance practitioners defined corporate governance differently; there is no universally accepted definition. Governance can be defined from two perspectives from an internal perspective (governance practices of the board) and the external perspective, the context of the institution. The latter approach proposed that the governance culture is influenced by the political and economic context. This governance culture permeated into the governance thinking and practise of the institutions. Similarly Otobo (2000) argued that governance featured prominently on Africa’s Development Agenda and is prominent in the development discourse. Otobo (2000) further argued that in the past forty-five years most of Africa’s problems have been linked to governance issues to the rule or control by the State construed as political governance. Hence, the poor economic performance of many States in Africa has been blamed on an inappropriate political environment, particularly poor governance. Economic change or transformation is dependent on the willingness of the political elite to steer the economy in some preferred direction. It is a well-known fact that the political environment defined the context in which economic governance and corporate governance are practised. Otobo (2000), stated that the relationship between political governance, economic governance and corporate governance can be likened to concentric circles in which the political governance circle forms the outside, followed inwards by the economic governance circle, with the corporate governance circle at the centre.
From an internal perspective, the definitions below suggested that corporate governance is an evolving phenomenon, is dynamic ad contextual in nature. The definition further connoted that corporate governance is embedded and owned by a ‘group’ of people (board of directors), with a common reference point (policies, practices and processes), who share common beliefs and have transferred these beliefs to new members of board members.
Herein below corporate governance is defined from a technical perspective, a relational perspective and a macro perspective. Cadbury committee (1992) defined corporate governance as a system by which companies are directed and controlled. Likewise OECD (2004) defined governance as a set of relations among a firm’s management, its board, shareholders and stakeholders, which is one of the key elements that improve a firm’s performance. Differently, Gill, Vijay and Jha (2009) proposed that corporate governance relates to the ability to respond to the fluctuation of capital markets, stimulating the innovative activity and development of enterprises.
From a control perspective, Shleifer and Vishny (1996), state that corporate governance is a dynamic relationship between providers of capital and management of organisation in executing good decisions to derive a return on investment. From a regulatory and legal perspective, Oman (2001) defined corporate governance as laws, regulations and accepted business practice in both the private and public institutions. Oman (2001) proposed that a market economy governs the relationship between corporate managers and shareholders. Solomon and Solomon (2004) defined corporate governance as the internal and external system of checks and balances, which ensures that companies discharge their accountability in a socially responsible way in business activity. The Economic Commission for Africa’s (2007) definition of corporate governance is the relationship between management, board members and other shareholders but also contextual forces outside the corporation that influence corporate governance standards.
Definitions by Naidoo (2009) proposed that corporate governance is about policy, practices, systems and leadership. More specifically Naidoo recommended that corporate governance covers a number of facets, namely: (1) the creation and on-going monitoring of an appropriate and dynamic system of checks and balances to ensure the balanced exercise of power within a company; (2) the implementation of a system to ensure compliance by the company with its legal and regulatory obligations; (3) the implementation of a process whereby risks to the sustainability of the company’s business are identified and managed within acceptable parameters; and (4) the development of practices which make and keep the company accountable to the company’s identified stakeholders.
Naidoo (2009) provided another definition of corporate governance as essentially the effective leadership that is characterised by ethical values of responsibility, accountability, fairness and transparency that regulates the exercise of power in the achievement of organisaton’s objectives. Corporate governance regulates the exercise of power (that is, authority, direction and control) within a company in order to ensure that the company’s purpose is achieved (namely the creation of sustainable shareholder value. It encompasses:
• The creation and on-going monitoring of an appropriate and dynamic system of checks and balances to ensure the balanced exercise of power within a company;
• The implementation of a system to ensure compliance by the company with its legal and regulatory obligations.
• The implementation of a process whereby risks to the sustainability of the company’s business are identified and managed within acceptable parameters, and
• The development of practices which make and keep the company accountable to the company’s identified stakeholders.

Overview of Governance Theories

Research done by Gabrielsson & Huse (2004) revealed that the status and extent of empirical studies in corporate governance. According to this secondary research study majority of the articles had a rigorous theoretical base. Gabrielsson et al. (2004) found that in 69 empirical studies (about 54 percent) used agency theory as the main theoretical perspective, either alone or in combination with other theories. Further they claimed that 19 articles (about 15 percent) used resource dependency theory, and social network perspectives were used in 17 articles (about 13 percent). Finally, their analysis of corporate governance studies discovered that the remaining articles employed a broad variety of theoretical perspectives, such as, for example, legalistic perspectives, institutional theory, stewardship theory, stakeholder theory, and gender and diversity theories. In addition, they found that 22 articles (about 18 percent) did not rely on any clearly articulated theory in their studies but used various arguments from previous literature and empirical results.

International landscape of corporate governance: codes of practice

Corporate governance is provided by different board types and configurations globally. Governance is realised throughout the world by the King Reports in South Africa (King Report on Corporate Governance in 1994, King II Report in 2002 and King III Report in 2010); Public Sector Working Group Position Paper for Local Government (2010); Organisation for Economic Co-operation and Development (OECD) Principles of Governance in 2004 (Chalker, 2006); OECD Global Corporate Governance Guidelines in 2004 (Mardjono, 2005); China Corporate Governance Report in 2003 (Weng and Deng, 2006); Sarbanes-Oxley Act of 2002 in the United States of America (Allio, 2007); the Combined Code on Corporate Governance in 2003 of the United Kingdom (Chamber, 2005); the report on corporate governance in 1999 in Malaysia (Abdullah, 2006b); Hampel in 1998; Greenbury in 1995 and the Cardbury Report in 1992.
Organisation for Economic Co-operation and Development (OECD) Principles of Governance (2004) revealed that a number of institutions and even countries or a grouping of countries have been trying to develop corporate governance standards to improve the way corporations behave and the way stakeholder interests are protected. Some of the most prominent efforts so far include the following:
• The Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance;
• the 10 principles set out in the United Nations Global Compact Principles;
• The King Report on Corporate Governance for South Africa (2002);
• The New Economic Parnership for Africa’s Development (NEPAD) Peer Review Principles;
• The Commonwealth Association for Corporate Governance – CACG Guidelines,
• Principles for Corporate Governance in the Commonwealth States and other standards such as those developed by the Benchmarks Foundation of South Africa.
Table 3.1 depicts the evolution of thinking in corporate governance from its inception and from different perspectives.

Evolution of thinking of governance

Different perspectives have preoccupied the agenda on governance, namely, monitoring of management, board composition, improving corporate governance, improving the financial performance and the sustainability of organisations. There has been a preoccupation with agency theory and this has permeated the thinking of scholars from 1976 to 2013. In addition, the literature gravitates towards studies on board structure to improve board performance. Empirical work on stewardship emerged in 1991, and then came the resource dependency, the stakeholder theory, resource-based view followed by contemporary thinking on board process with a focus on effort norms and board activism.
There are different views on the use of corporate governance theories to improve board performance. Most of the literature on corporate governance gravitated towards board structure to improve board performance (Baysinger and Butler, 1985; Vance, 1995; Agrawal and Knoeber, 1996). Alternatively, (Zahra and Pearce, 1989; Johnson, Daily and Ellstrand, 1996; and Dalton and Daily, 1999) for example argued that to a large extent, studies on improving board performance must gravitate towards board process variables. These are raging debates, to date.
Governance models postulated that there are many factors that affect the governance of all entities and therefore no one theory fully explains it. A number of theories go some way to look at variables that affect the performance of the board. Below a number of theories on corporate governance are discussed, namely, Agency Theory, Policy Model, Stewardship Theory, Resource-based view, Resource Dependency Theory, Evolutionary Theories, Behavioural Theories, Contingency Theory, Board Process Variables and Stakeholder Theory.

Governance Theories

Agency Theory
Abdullah and Valentine (2009) defined agency theory as the relationship between the principals, such as shareholders and agents, the company executives and managers.
Corporate governance thinking has been preoccupied by agency theory thinking for decades and this is highlighted by the work of Berle and Means (1932), Jensen and Meckling (1976), Fama and Jensen (1983), Shleifer and Vishny (2003), Perry and Shivdasani (2005).
More than 80 years ago, Berle and Means (1932) classic work instigated the proposition that ownership and control in the modern corporation must be separated. The thinking behind agency theory was that there are two primary actors in every corporate activity, the principal and the agent (Eisenhardt, 1989). From the perspective of Fama (1980) the board is viewed as a market-induced institution, the ultimate internal monitor of the set of contracts called a firm and whose most important role is to scrutinise the highest decision makers within the firm.
Agency theory proposes the separation of ownership and control to ensure organisational performance and sustainability. Much of the subsequent research has been dedicated to identifying the optimal ownership structure and how it influenced a firm’s performance. This issue of separation of « ownership » and « control » has been the preoccupation of many scholars from Adam Smith to Berle and Means (1932) and Jensen and Meckling (1976). From the perspective of these scholars the separation of ownership and control, referred to as the agency problem, is controlled by decision systems that separate the management (initiation and implementation) and control (ratification and monitoring) of important decisions at all levels of the organisation. Jensen and Meckling (1976) was the first to advance Agency theory and was concerned with resolving two problems that can occur in agency relationships. The first is the agency problem that arises when (a) the desires or goals of the principal and agent conflict and (b) it is difficult or expensive for the principal to verify what the agent is actually doing. The problem identified was that the principal cannot verify that the agent has behaved appropriately. The second is the problem of risk sharing when the agent and principal have different attitudes to risk. The problem here is that the principal and agent may prefer different actions because of different risk preferences.
Berle et al. (ibid) claimed that separation of ownership and control creates many situations in which the interests of managers and owners many not coincide. In aligning the interest of principals and agents Berle et al. (ibid) proposed stock ownership plans and performance contingent compensation. He further argued that agents can monitor performance of managers to ensure that they use their knowledge and the firm’s resources to generate the highest possible return for principals. More specifically, agency theorist suggested that the best option was for owners to design contracts that align manager\owner interests.
A study by Mace (1971) demonstrated that despite agency theory thinking guiding board practice, the board’s participation in directing the corporation was minimal. The study further found that the CEO selected the directors and that the poor performance of the CEO was not sanctioned. Further the study revealed that the boards of directors did not ask evaluative questions, did not formulate strategic objectives, policies and strategies and only sanctioned the CEO when in crisis mode.
The study of Jensen and Meckling (1976) was the first to provide a detailed description of agency relationship as a contract under which one or more persons (the principal(s) engage another person (the agent) to perform some service on their behalf which involved delegating some decision making authority to the agent. Like Berle et al. (ibid), Jensen and Meckling agreed that if both parties to the relationship are utility maximisers there is good reason to believe that the agent will not always act in the best interests of the principal. Further the study exposed that the principal can limit divergences from his interest by establishing appropriate incentives for the agent and by incurring monitoring costs designed to limit the aberrant activities, of the agent. Jensen et al. (1976) concluded that the thinking of the principal-agent relationship was representative of a nexus of contracts among self-interested and potentially opportunistic parties.
Vance (1978) was one of the first scholars that proposed and studied 15 boardroom attributes or directorate dimensions, and the relationship with company performance. The finding of this study by Vance was that there is no substitute for technical experience and internal managerial expertise. Neither is there an optimal formula. No two firms have identical boardroom dimensions.
Fama and Jensen (1983) too being a proponent of agency theory recognised that an important factor in the survival of organisational forms is control of agency problems. Agency problems arise because contracts are not costlessly written and enforced.
Fama and Jensen was more explicit in specifying that the agency costs would include the costs of structuring, monitoring, and bonding a set of contracts among agents with conflicting interests, plus the residual loss incurred because the cost of full enforcement of contracts exceeds the benefits.
Agency theorist conclude that the primary monitoring mechanism available to shareholders are the board of directors to ensure that the CEO and top management carry out their duties in the achievement of organisational objectives (Fama, 1980; Jensen and Meckling, 1976; Vance, 1983). Agency theory is based on the premise that governance structures in the form of the board can be the monitor of the implementation of organisational activities. Shareholder interests are safeguarded by the market for corporate control and the board of directors. From the perspective of agency theory the corporate board is regarded as the internal governance mechanism to protect shareholder interest. In particular, outside directors have no connections with the organisation, are independent and objective and hence provide more superior shareholder-interested monitoring (Daily and Johnson, 1997; Dalton and Rechner, 1989). These scholars further argue outside directors’ are not associated with the organisation in any other format and hence have no conflict of interest and therefore their judgement cannot be contaminated in anyway. In addition, outside directors provide other performance-enhancing benefits: complementary advice and counsel to the top management (Ali-brandi, 1985; Carpenter, 1988), as well as access to critical resources and support in managing alliances and critical partnerships (Pfeffer, 1972, 1973).
Baysinger and Butler (1985) argued that the board of directors has the power to hire, fire, and compensate senior management teams, serve to resolve conflicts of interest among decision makers and residual risk bearers. Although scholars (Fama and Jensen, 1983; Jensen and Meckling, 1976) recognised the need to separate ownership and control, these scholars were largely silent on matters concerning the size, composition, and structure of boards; directors’ compensation; place, time, and frequency of board meetings; and so forth. As a result of the lack of prescripts and legislation on the above issues caused a lack of uniformity in key board dimensions. Consequently, governance proponents proposed a more activist governmental role in advancing higher standards of board practice.
In 1988, Hermalin and Weisbach shifted the focus to understand the dynamics of CEO succession processes and the impact on board composition. The research provided evidence that when firms perform poorly, they tend to remove insider directors and replace them with outsider directors. This finding is consistent with the agency theory that poor performance is attributed to poor management (Jensen and Meckling, 1976; Fama and Jensen, 1983) and hence the need for greater monitoring of management. Thus, the shareholders response to poor performance is to force the CEO to appoint more outside directors to monitor management. Similarly, these scholars argued that agency theory can be used to explain CEO-tenure effects on board composition. The explanation is that the new CEO is an unknown quantity with less power and consequently shareholders require more scrutiny by outside directors.
Weisbach (1988) further advanced other research with the correlation between CEO turnover and board performance. Boards of directors are widely believed to play an important role in corporate governance, particularly in monitoring top management.
Directors are supposed to supervise the actions of management, provide advice, and veto poor decisions. The board is the shareholders’ first line of defence against incompetent management; in extreme cases, it will replace an errant chief executive officer (CEO).
Eisenhardt (1989) criticised agency theory in that it represents a partial view of the world that, although it is valid, it fails to consider the complexity of organisations. Eisenhardt in support for his claim provided the dimensions that represent gaps in agency theory in table 3.2 below.
In accordance with agency theory CEO duality is not questioned and if retained, shareholder interest must be protected by aligning the interests of the CEO and shareholders by a suitable incentive scheme for the CEO (Donaldson and Davis, 1991; Kesner and Dalton, 1986).
Hart (1995) also in favour of agency theory proposed that it was essential to reduce the managerial opportunism to the maximum extent possible. In this regard Shleifer and Vishney (1997) presented a few mechanisms, called corporate governance mechanisms to curb or deal with agency problems and managerial opportunism. Research suggested that corporate governance mechanism deal with the ways in which capital providers guarantee firms of getting a return on their venture. Further Vishney suggested that corporate governance support and protects the investors from the agents, to reduce agency costs.
Dennis and McConnell (2003) also argued in their study that, to overcome problems in corporate governance, different mechanisms can be applied. These mechanisms can be internal or external, where internal mechanisms operate through the board of directors and ownership structure (managerial ownership). Some of these mechanisms are: board of directors, ownership concentration and disclosure. However, whether these mechanisms actually serve the purpose of protecting the principles and creating value for them needs to be researched. The value creation can be measured through the performance of the firm.
As Robert, McNulty and Stiles (2005) expounded that there is a well-established and widely researched body of research into corporate governance based on the principals of agency theory yet in comparison, relatively little is known about the effective execution of roles and behaviour of boards and directors. Robert et al. (2005) proposed that an alternative to board structure studies is needed. The body of knowledge can be extended through the study of board process variables from different perspectives instead of creating an alternative view to agency theory.
Roberts, McNulty and Stiles (2005) argued that the literature has been dominated by the assumptions of agency theory and that these continue to have a profound influence on governance reform and practice. Roberts et al. further argued that there is increasing criticism of agency theory by management scholars and economist.
McIntyre, Murphy and Mitchell (2007) suggested that the Board’s main purpose is to minimise defalcation, malfeasance, self-indulgence, and other negative behaviours. These scholars further argued that the governance responsibility of the board should be delineated and that directors must be held accountable for such. McIntyre et al. (2007) further proposed that the significance of the board’s role relate to decision control, in minimising negative management practices and encouraging good governance practice. The decision control function is critical to the success of the organisation and hence protocols, procedures and positive practices must be created in the interest of shareholders. Therefore, the Board as a team develops, selects and refines creative ideas for the advancement of the firm.
Many researchers acknowledged that delinquent or negligent behaviour of management is eminent when the management behaviour is not aligned to shareholder interest. Secondly, if the board is weak or compromised then there will be a failure to serve the interest of the shareholders (Berle and Means, 1932; Jensen and Meckling, 1976; Fama and Jensen, 1983; Demsetz, 1983; Williamson, 1983). The definition expounded by Shleifer and Vishny (1997) is that the agency problem relates to the misappropriation or waste of financial resources. From an agency perspective they further argued that the separation of ownership from control creates effective management of divergent interest (Demsetz, 1983). Jensen (1993) and others (Fama and Jensen, 1983; Leighton and Thain, 1995; Millstein and MacAvoy, 1998; Williamson, 2002) too contended that the Board provides important decision control functions to alleviate agency problems in pursuit of shareholder value. These scholars argued that additional empirical research is required on the antecedents and measures of board effectiveness. A broad range of studies covered some dimensions of board effectiveness. In this regard some researchers investigated the apparent contributions of CEO duality (Fama and Jensen, 1983; Dey,1994; Monks, 1995; Daily and Schwenk, 1996), other studies involved board compensation schemes (Leighton and Thain, 1993; Baker et al., 1988), still others looked at board ownership of the firm (Jensen, 1993; Monks, 1995; Becht, Bolton and Roell, 2002), many studies covered the proportion of inside versus outside directors (Fama and Jensen, 1983; Cadbury, 1992; Dey, 1994; Eisenberg, Sundgren and Wells, 1998; Becht, Bolton and Roell, 2002), and still others involved aspects of the board diversity variables of cultural and gender dimensions (Orser, 2000; Brown, Brown and Anastasopoulos, 2002).
According to Choi, Park and Yoo (2007) given the separation of ownership and management of a modem corporation, the board of directors has been created as an internal governance mechanism to represent and protect shareholders from managers who may pursue their own personal interests or not act in the best interests of shareholders. These scholars argued that the presence of independent outsiders is crucial to timely monitor and, if necessary, discipline the management. The general expectation, therefore, is that, the firm performance increased with the independence of the board. They further argued that governance legislation induced firms to improve transparency and the oversight role of the board by installing independent outside directors.
The above studies provided stimulating insights into Board characteristics but the empirical evidence provided inconclusive results. Some studies correlated board characteristics with firm performance. The conceptualisation of board structural variables to firm performance is inconclusive and lacks an underpinning theoretical foundation. The research above demonstrated that board effectiveness in addition to board structure is also a function of and dependent in part on how well the Board functions as a group (or as a team) to achieve board decision quality. There was no agreement on the variables of Board effectiveness and hence remains an elusive concept. Further there still remains substantial debate about the duties, roles and responsibilities of Boards. Lawler, Finegold, Benson, and Conger (2002) proposed three Board effectiveness variables: external analysis of environment to explore threats and opportunities; CEO guidance, counsel and constructive feedback; and extending alliances, network of contacts and partnerships to gain invaluable knowledge to enhance firm performance. This conceptualisation of board effectiveness goes beyond the traditional boundaries of governance literature where Board roles are characterised by the control in monitoring managers as fiduciaries of stockholders.
Johnson, Daily, Ellstrand (1996) too contributed to a delineation of Board responsibilities to include advising on strategic issues, the facilitation and acquisition of scarce resources critical to the firm’s success. The conceptualisation of board effectiveness goes beyond mitigating agency costs. Many authors (Barnhart and Rosenstein, 1998; Daily and Schwenk, 1996 and Lawler, Finegold, Benson and Conger, 2002) too advocated for the board to indulge in a strategic beyond the traditional preoccupation of monitoring of management decisions.
The above scholars argued that board effectiveness is multi-dimensional and hence full consideration is given to the all stakeholders. From this perspective Boards are to fulfil their potential responsibilities to internal and external stakeholders (human capital and communities). A stakeholder approach may warrant a change in Board membership to be more representative of stakeholder levels (Lawler et al., 2002). The transition from an insular board to responsive and inclusive Board is challenging and may take time to implement. There is a burgeoning expectation from stakeholders for boards to be more inclusive and increased public expectation of ethical considerations, consistent with a stakeholder approach. Lawler et al (2002) argued that the mandate of the Board should be aligned with its membership. These scholars argued that the extended definition of board effectiveness is an important ingredient in firm performance. In addition, the extended definition of board effectiveness provided an opportunity to do further empirical research but also because it forces researchers to rethink the roles and responsibilities of Boards. As stated, Boards are arguably responsible to shareholders, members of the organisation and communities. The challenge for an ‘effective Board may be to manage competing interests while attempting to add value to an organisation. However, the link between Board characteristics and firm performance is often simply assumed with widely varying research results (Johnson, Daily, Ellstrand, 1996).
From the organisational behaviour literature board effectiveness is determined by composition of the team, the task and roles assigned that are specific to the firm and industry context. Another stream of thinking to consider is growth in board process literature. Numerous scholars have called on behavioural theories to better predict board functioning and how board process can be improved (Corley, 2005; Daily, Dalton and Cannella, 2003; Roberts, McNulty and Stiles, 2005). The research studies of both Leblanc and Gillies (2005) and Roberts et al. (2005) gained access to Directors in order to explore the behavioural dimensions of Boards. Leblanc and Gillies (2005) reported on the inner workings of 37 Boards and 194 directors. The authors examined how Boards made decisions and argued that the governance literature largely focused on structure at the expense of developing knowledge about what constitutes Boards effectiveness in various contexts.
Further, Leblanc and Gillies (2005) postulated that board process is significant in determining the effectiveness of the board. Adhering to a particular process framework that board is able to execute duties in monitoring management to achieve the strategic objectives of the organisation. Similarly, in a review of the extant literature for the Higgs Review Roberts et al. (2005) concluded that board composition and structure rather than determine Board effectiveness was emphasised. Further, the authors argued that accountability must extend beyond traditional agency perspectives. They argued that accountability can be improved by the Director’s questioning the status quo, challenge, question, probe, fully discuss, and exploring issues (Roberts et al., 2005). Scholarly work also framed the significance of board practice. In this regard Stiles (2001) argued that Board processes and activities are multi-functional and assist with demarcating the strategic parameters in which the firm operates Stiles (ibid) proposed that future research should create and test a theoretically sound model of Board effectiveness. The empirical studies to date equate team processes and attributes to board effectiveness and firm performance. . The first step toward a more holistic conceptualisation of Board effectiveness can be found in the work of McIntyre and Murphy (2005), and the purpose of this paper was to empirically test some aspects of their conceptual framework.
The scholars that instigated studies on board effectiveness and the creative contributions that boards can make propose a holistic framing of board effectiveness to extend beyond structure and the monitoring perspective.

TABLE OF CONTENTS
Declaration
Acknowledgements
Abstract
Isishwankathelo
Opsomming
TABLE OF CONTENTS
LIST OF TABLES
LIST OF FIGURES
LIST OF GRAPHS
ABBREVIATIONS / ACRONYMS
CHAPTER 1 INTRODUCTION
Background to and rationale behind the research problem
Statement of the problem
Aims and objectives of the study
Methodology
Theoretical framework
Data collection tools and procedures
Data analysis and interpretation
Parallel corpus
A specialised corpus
What is ParaConc?
Defining a dictionary
Specialised bilingual dictionary
English-isiXhosa Parallel Corpus
Chapter outline
CHAPTER 2 LITERATURE REVIEW AND THEORETICAL FRAMEWORK
Introduction
Overview of corpus-based translation research in Southern Africa
Theoretical overview
Linguistics-based theories of translation
Functionalist theories to a ‘cultural turn’
‘Cultural turn’ in Translation Studies
Descriptive Translation Studies (DTS)
Corpus-based translation studies
The definitions of corpus linguistics and characteristics
The definition of corpus
Corpus typology
Multilingual corpora
Comparable corpora
Parallel corpora
The role of parallel corpora in translation and bilingual lexicography
Corpus analysis software
Corpus design
The development of lexicography
Different types of dictionaries
General dictionary vs. specialised dictionary
Monolingual and bilingual dictionary
Specialised bilingual lexicography
Dictionary compilation: from traditional methods to computerisation
Lexicographic theories
Wiegand’s general theory of lexicography
The theory of lexicographic functions
Links between translation studies and bilingual lexicography
The development of isiXhosa lexicography: An overview
IsiXhosa morphological system
IsiXhosa standard orthography
Conclusion
CHAPTER 3 RESEARCH METHODOLOGY AND ANALYTICAL FRAMEWORK
Introduction
Research aims and objectives
Research design
Data collection procedures
Identification and location of parallel texts
Ethical clearance, copyright and permissions
Type of documents and selection criteria
Corpus size
Text types, period coverage and authorship
Challenges encountered during data collection
Compiling and analysing the English-isiXhosa Parallel Corpus using ParaConc
Pre-processing of corpus data
Loading of corpus files
Alignment
Alphabetic word list
Creating a frequency list
Search Function
Displaying concordances
Sorting and categorising the concordance results
Hot Words
Extracting collocates and frequencies
Extracting collocates
Collocate frequencies
Distribution
Summary
Exploiting ParaConc to extract bilingual terminology
Corpus evidence applicable to a bilingual dictionary
Lemma lists
Orthographic information
Identification of possible translations
Retrieving usage examples
Identifying Multiword Units
Grammatical and structural analysis of headwords
Identifying collocations
Summary
Conclusion
CHAPTER 4 FINDINGS AND INTERPRETATIONS
Introduction
Extracting headwords
Alphabetical word list
Searching for equivalent translations
Identification of translation equivalents
Full equivalents
Partial equivalents
Zero/Non-equivalents
Indigenised loan words
Pure loan words
Explanatory equivalents
Frequency list
Generating keyword/hot word lists
Identification of synonyms
Orthographic information
Concordance information
Contextual meaning
Collocations and multiword units
Extracting phrasal verbs and idiomatic expressions
Acronyms and abbreviations
Dictionary functions
Challenges and weaknesses of extracting corpus data
Conclusion
CHAPTER 5 CONCLUSION
Introduction
Aims and research questions
Overview of chapters
Contribution of the study
Limitations of the present study
Recommendations
Future research
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