Manuscript Type: Empirical Research Question/Issue: Given the global diffusion and the relevance of codes of good governance, the aim of this article is to investigate if the main reason behind their proliferation in civil law countries is: (i) the determination to improve the efficiency of the national governance system; or (ii) the will to "legitimize" domestic companies in the global financial market without radically improving the governance practices. Research Findings/Insights: We collected corporate governance codes developed worldwide at the end of 2005, and classified them according to the country's legal system (common or civil law). Then, we made a comparative analysis of the scope, coverage, and strictness of recommendations of the codes. We tested differences between common law and civil law countries using t-tests and probit models. Our findings suggest that the issuance of codes in civil law countries be prompted more by legitimation reasons than by the determination to improve the governance practices of national companies. Theoretical/Academic Implications: The study contributes to enriching our knowledge on the process of reinvention characterizing the diffusion of new practices. Our results are consistent with a symbolic perspective on corporate governance, and support the view that diffusing practices are usually modified or "reinvented" by adopters. Practitioner/Policy Implications: Our results support the idea that the characteristics of the national corporate governance system and law explain the main differences among the coverage of codes. This conclusion indicates the existence of a strong interplay between hard and soft law.

Despite the increasing attention of management scholars to boards of directors, there is still scant evidence on the antecedents of board task performance. The lack of\ud \ud significant results seems to be due to some theoretical and methodological choices followed by scholars, i.e. the almost exclusive reliance on agency theory and the use of\ud \ud demographic data. Following the call for dismantling the fortresses dominating past studies, this paper contributes to opening the ‘black box’ of boards of directors, developing a conceptual model that considers the impact of board members’ diversity, commitment and critical debate on board task effectiveness in performing its service and control tasks. We collected primary data through a questionnaire survey, and we tested the model controlling for board, firm and industry characteristics. Our findings suggest that (i) the predictors we identified, and particularly the board members’ commitment,\ud \ud are far more important than board demographics to predict board task performance; (ii) firm and industry contexts exert a significant influence on board task performance; (iii) predictors have a different impact on specific sets of tasks. Thus, our findings support the idea that several board characteristics and contingencies at both industry and firm level must be acknowledged in board design

Manuscript Type: Review Research Question/Issue: Over the last four decades, research on the relationship between boards of directors and strategy has proliferated. Yet to date there is little theoretical and empirical agreement regarding the question of how boards of directors contribute to strategy. This review assesses the extant literature by highlighting emerging trends and identifying several avenues for future research. Research Findings/Results: Using a content-analysis of 150 articles published in 23 management journals up to 2007, we describe and analyze how research on boards of directors and strategy has evolved over time. We illustrate how topics, theories, settings, and sources of data interact and influence insights about board-strategy relationships during three specific periods. Theoretical Implications: Our study illustrates that research on boards of directors and strategy evolved from normative and structural approaches to behavioral and cognitive approaches. Our results encourage future studies to examine the impact of institutional and context-specific factors on the (expected) contribution of boards to strategy, and to apply alternative methods to fully capture the impact of board processes and dynamics on strategy making. Practical Implications: The increasing interest in boards of directors' contribution to strategy echoes a movement towards more strategic involvement of boards of directors. However, best governance practices and the emphasis on board independence and control may hinder the board contribution to the strategic decision making. Our study invites investors and policy-makers to consider the requirements for an effective strategic task when they nominate board members and develop new regulations.

This paper addresses recent calls to narrow the micro–macro gap in management research (Bamberger, 2008), by incorporating a macro-level context variable (country) in exploring micro-level determinants of board effectiveness. Following the integrated model proposed by Forbes and Milliken (1999), we identify three board processes as micro-level determinants of board effectiveness. Specifically, we focus on effort norms, cognitive conflicts and the use of knowledge and skills as determinants of board control and advisory task performance. Further, we consider how two different institutional settings influence board tasks, and how the context moderates the relationship between processes and tasks. Our hypotheses are tested on a survey-based dataset of 535 medium-sized and large industrial firms in Italy and Norway, which are considered to substantially differ along legal and cultural dimensions. The findings show that: (i) Board processes have a larger potential than demographic variables to explain board task performance; (ii) board task performance differs significantly between boards operating in different contexts; and (iii) national context moderates the relationships between board processes and board task performance. Copyright © 2010 John Wiley & Sons, Ltd.

Following calls to capture the consequences of family involvement in the business, this article empirically investigates the mediating role of board processes (i.e., effort norms, use of knowledge and skills, and cognitive conflicts) and board (control and strategy) tasks in the relationship between family involvement and firm performance in small and medium-sized companies. To address this purpose, we developed a theoretical model using family business and corporate governance literature. We collected data from one sample of small and medium-sized enterprises, and we applied structural equation modeling to validate and test constructs and relationships. Our results show that (a) family involvement in the business has a positive impact on effort norms and use of knowledge and skills, and a negative one on cognitive conflicts, (b) board processes have generally a positive influence on board tasks performance, and (c) board strategy task performance positively influences firm financial performance, while board control tasks do not have a significant impact. Results have implications for both research and practice.

Manuscript Type: Review\ud Research Question/Issue: This study reviews previous country-level and firm-level studies on corporate governance codes up\ud to 2014 in order to highlight recent trends and indicate future avenues of research.\ud Research Findings/Results: Our data show that research on codes increases over time consistentlywith the diffusion and the relevance\ud of the empirical phenomenon.Despite previous studies substantially enriching our knowledge of the antecedents and consequences\ud of governance codes, our study shows there are still several opportunities tomake significant contributions in this area.\ud Theoretical Implications: Agency theory is the dominant theoretical framework, although other theoretical perspectives\ud (especially the institutional one) are increasingly adopted. Future studies should be aimed at widening and combining various\ud theoretical lenses so as to develop new interpretations and a better understanding of governance codes.\ud Practical Implications: Legislators and policymakers should continue to develop and update the recommendations of national\ud governance codes in order to address the potential failures of corporate governance mechanisms in place

In this paper we analyse boards of directors as workgroups, i.e. groups of people that perform one or more tasks within an organisational context. Building on previous studies, we developed a model that relates group's social-psychological processes to three different board tasks: service, monitoring and networking. We tested our model through a survey on 301 large manufacturing firms in Italy. Our findings support the idea that (a) process variables and, to a limited extent, demographic variables significantly influence board task performance; (b) board processes have a different impact on each specific board task; (c) board task performance varies depending upon firm and industry characteristics. Copyright (c) 2007 The Authors; Journal compilation (c) 2007 Blackwell Publishing Ltd.

Scholars and practitioners have recently devoted considerable attention to boards of directors, but far more research is needed. We still know little about how boards actually work and how their behavior may be improved to contribute to value creation. During more than two decades agency theory has been the dominant theory in studies about boards of directors. When relaxing some of the assumptions in agency theory several new pathways for new research arise. To present new perspectives on board research we follow in this essay some of the pathways arising from relaxing agency theory assumptions about complete contracts. Alternative theoretical approaches, research questions and methods are suggested