(b) Analyze the alternative types of board structure that a company might adopt and provide an argument in support of the one you consider to be more viable. (10 Marks)

Types of Board Structure:

  1. Unitary Board:
    • A unitary board structure comprises both executive and non-executive directors who operate as a single body.
    • All directors share equal legal duties, and decision-making is collective, providing a unified direction for the company.
    • The unitary board structure allows for more direct interaction between the management and the board, promoting cohesion and quick decision-making.

    Advantages of a Unitary Board:

    • Smaller size: More streamlined decision-making.
    • Close working relationship between executive and non-executive directors.
    • Cost-effective, with fewer layers of oversight.
    • Fosters unified goals across management and the board.
  2. Two-Tier Board:
    • A two-tier board consists of a supervisory board and a management board.
    • The supervisory board oversees and monitors the management board, which handles the day-to-day running of the company.
    • Non-executive directors dominate the supervisory board, ensuring independence from the executive management.

    Advantages of a Two-Tier Board:

    • Clear separation of management and supervision roles.
    • Better checks and balances, with the supervisory board providing oversight.
    • More representation of stakeholder interests, as the supervisory board can include members representing various groups, such as employees and shareholders.

Which is More Viable?

  • The most viable option depends on the size and complexity of the company.
  • For larger companies: A two-tier board structure is more appropriate as it provides a more robust oversight mechanism and ensures a clear separation of duties between management and oversight.
  • For smaller or more agile companies: A unitary board is often more viable, as it fosters closer interaction between directors and faster decision-making.