According to Daily and Dalton (2003), « Today, service as a corporate officer or director is more daunting a task than at any other time in business history ». With increasing potentialliabilities, a greater personal commitment required because of an ever more complex business environment, and comparatively little remuneration, it is feared that qualified individuals will be less likely than ever to serve as non-executive directors (NEDs) on corporate boards. Dominant theories related to corporate governance, agency theory as well as the resource based view of the firm, provide a rationale for the role and importance of the NED, yet provide little insight into the motivation of an individual to serve as a NED. In light of the fears that qualified and experienced individuals will no longer be willing to become NEDs, this omission found in the corporate governance literature is surprising. In this paper we show how agency theory and the RBV of the firm have been deficient by not dealing with the question of director motivation. We also indicate how these theories can be enhanced by opening up new avenues of research which will lead to an integrative model of director motivation.
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