Board of Directors’ Election Model

Objective: The selection of board members before deep reviews in the foundation of the board's existence, without any specific regulations and only informally based on kinship, old friendships, or collaboration and common interests, led to inappropriate board composition, lack of sufficient expertise, and ultimately reduced organizational efficiency. Therefore, the selection of board members has various consequences for organizations. Given the lack of information on how board members are selected in Iran, the present study aims to develop a model for selecting board members in order to address the criteria that are important to shareholders in selecting members.
Method: The present research was conducted using the theme analysis method. The statistical population includes CEOs and board members of investment companies and holdings. The statistical sample was selected using the snowball method, the research data was collected using a semi-structured interview with 15 experts and reached theoretical saturation.
Findings: When selecting board members, various criteria such as individual and group characteristics are considered. , the individual characteristics specific to the person as a member of the board of directors, which include inherent, communication, managerial, leadership, professional ethics, specialized and social.Moreover, the specific characteristics of the company also have an impact on the selection of board members. It is important to clarify the expectations from board members and their mission in the company as requirements.
Conclusion: Four main themes were identified for selecting board members, including the theme of board member characteristics, requirements for selecting board members, factors influencing the selection of board members, and desirable consequences of selecting board members.
Board member characteristics include individual and group characteristics. Personal characteristics refer to traits that are specific to an individual as a board member, which can be divided into intrinsic, communication, managerial, leadership, professional ethics, specialized, and social themes. Intrinsic characteristics of board members reflect their unique personal backgrounds and personality traits. Communication characteristics pertain to creating and maintaining good collaboration among themselves, shareholders, management, and other individuals. Managerial characteristics relate to the qualities and abilities of a board member that demonstrate their effectiveness. Leadership characteristics include traits related to leadership style and strategic outlook of board members. Professional ethics characteristics involve observing fairness and ethics during the responsibility process. Specialized characteristics include skills and knowledge that a board member should have in line with the company's activities, such as experience, academic qualifications, industry-related expertise, etc. Social characteristics refer to reputation, social connections of the individual, and how they interact with others, including internal and external organizational stakeholders. Group characteristics of board members relate to a homogeneous composition in a way that members possess diverse expertise relevant to the company.
Selecting desirable board members leads to improving the company's working environment, efficiency, and performance.