A Model for the Election of the Board of Directors

Document Type : Research Paper

Authors

1 Ph.D. Candidate, Department of Accounting, Aras Unit International Campus, Tehran University, Aras, Iran.

2 Prof., Department of Accounting, Faculty of Accounting and Financial Sciences, College of Management, University of Tehran, Tehran, Iran.

10.22059/frj.2025.381332.1007636

Abstract

Objective
The selection of board members used to take place before any in-depth review of the board's foundational existence, without any specific regulations and solely through informal means such as kinship, long-standing friendships, or collaboration and shared interests. This approach often led to an inappropriate board composition, a lack of sufficient expertise, and ultimately a decline in organizational efficiency. Therefore, the process of selecting board members has various consequences for organizations. Given the existing information gap regarding the selection of board members in Iran, this study aims to develop a model for board member selection, identifying the criteria that matter most to shareholders in this process.
 
Methods
The present research employs the thematic analysis method. The statistical population includes CEOs and board members of Iranian investment companies and holdings. The statistical sample was selected using the snowball sampling method. Research data were collected through semi-structured interviews with 15 experts, reaching theoretical saturation.
 
Results
When selecting board members, various criteria—such as individual and group characteristics—are taken into account. Individual characteristics refer to qualities specific to each board member, including inherent traits, communication skills, managerial and leadership abilities, professional ethics, expertise, and social competencies. In addition, company-specific factors also influence the selection process. Clearly defining the expectations and mission of board members within the organization is essential to ensure alignment with these requirements.
 
Conclusion
Four main themes were identified for board member selection: (1) characteristics of board members, (2) requirements for their selection, (3) factors influencing the selection process, and (4) desirable outcomes of selecting board members. Board member characteristics include individual and group characteristics. Personal characteristics refer to traits specific to an individual serving as a board member. These can be categorized into seven key themes: intrinsic qualities, communication skills, managerial abilities, leadership capabilities, professional ethics, specialized expertise, and social competencies. 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 the strategic outlook of board members. Professional ethics characteristics involve observing fairness and ethics during the decision-making 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 an individual’s reputation, social connections, and interactions with others, including both internal and external organizational stakeholders. Group characteristics of board members pertain to a balanced composition in which members collectively possess diverse expertise relevant to the company. Selecting desirable board members leads to an improvement in the company's working environment, efficiency, and performance.
 

Keywords

Main Subjects

References

 
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Financial Research Journal
Volume 27, Issue 2
2025
Pages 485-507

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