|Over recent times there has been significant interest in corporate governance by the popular press, regulators and academics after strings of spectacular corporate failures. Governance research, however, appears to have been contextually-bound, focussing mainly on organisations with freely traded shares. The governance of co-operatives, despite their significance to the world and New Zealand economies, has received scant research focus. The New Zealand dairy industry, which is dominated by co-operatives, contributes 25 percent of exports and ten percent of GDP to the local economy, yet there appears little understanding and empirical research of co-operative governance. Reviews of the managerial corporate governance and co-operative literatures also suggest there is currently no all-encompassing theory of the governance of co-operatives. Given these gaps in the literature, the aim of this research is to inductively develop a theory of the roles of governing boards of New Zealand and Australian co-operative dairy companies from the perspective of the participants.
In order to achieve this aim, a case study method inspired by Eisenhardt (1989a) is selected to guide the research. Fieldwork utilising semi-structured interviews with governance participants from six co-operative cases is used to gather a broad and deep picture of co-operative board roles. By analysing data within case and comparing across cases, the understandings from the empirical data provide the basis to develop the theoretical model.
Drawing from these understandings, this study will look at board member roles in terms of their activities and the process in which they engage. This research results in a theoretical model deeply informed from practitioners' views to provide a unified theory of governance. Upon theoretical saturation five unique theoretical concepts and relationships between them emerge from the analysis with an intimate link to the empirical data: Exogenous-Issues, Supplier-Shareholder-Needs/Benefits, Supplier-Shareholder-Controls, Board Architecture and Board Roles. Subconcepts within the Board Architecture concept are: Individual-Distinctions, Engagement-Forums, and Dynamics. Four Board Role concepts emerge Unite, Strategic-Involvement, Control and Serve. The resultant model of co-operative board roles presents new insights, is logically coherent, has a good fit with the data and is reasonably parsimonious.
A contribution to knowledge of corporate governance and agricultural co-operatives is achieved through an integrative and nuanced understanding of co-operative board roles. The findings also highlight individual director contributions to the role; a unique addition to governance studies. The model also begins to highlight the relationships between key actors and the processes used in decision making. The theoretical model's similarities to and divergences from existing theories of corporate governance are drawn to illustrate the contribution of the model.
This thesis provides researchers, practitioners, educators, regulators and policy makers in the corporate governance and agricultural co-operative fields, insights into the current and ongoing roles of co-operative boards. The theoretical model establishes foundations for further study into how directors can more effectively govern their co-operatives.