corporate governance, critical mass theory, board strategic tasks, organizational innovation, tokenism, women directors,

Manuscript Type: EmpiricalResearch Question/Issue: The increased attention to women on corporate boards presents new challenges to governance research. In this paper we go beyond demography and open the "black box" of board behavior by drawing upon theories of gender differences and group effectiveness.c org_784 136..148 Research Findings/Insights: A unique survey of 201 Norwegian firms is used. The findings suggest that the ratio of women directors is positively associated with board strategic control. In addition, we find that the positive effects of women directors on board effectiveness are mediated through increased board development activities and through decreased level of conflict. However, our results show no evidence for a positive association between women directors and open debate. Nonetheless, open debate enhances board's strategic and operational control. Theoretical/Academic Implications: Recognizing the limitations of traditional governance theories to explain the role and contributions of women on corporate boards, this paper draws upon group effectiveness and gender differences theories to shed some light on whether and how women make a difference to board effectiveness in strategic and operational control. Practitioner/Policy Implications: Women's ability to make a contribution to the board may be attributable to their different leadership styles. The presence of women on corporate boards seems to increase board effectiveness through reducing the level of conflict and ensuring high quality of board development activities.

What is board accountability, and how is such accountability created? This response to Roberts, McNulty and Stiles suggests a framework for exploring behavioural perspectives of boards and corporate governance. The contribution of this framework is to develop a terminology that may help us accumulate knowledge and provide directions for a research agenda. The consistent use of a terminology, the accumulation of knowledge and an accepted research agenda among a core group of scholar are some of the first steps in developing a promising research field with considerable potential to create actionable knowledge. The framework can help us sort some of the research, concepts and anecdotes that have been presented in efforts to open the black box of board research.

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.

Manuscript Type: Review Research Question/Issue: A coherent alternative to an economic approach of corporate governance is missing. In this paper we take steps towards developing a behavioral theory of boards and corporate governance. Research Findings/Results: Building upon concepts such as political bargaining, routinization of decision making, satisficing, and problemistic search, a behavioral theory of boards and corporate governance will focus more on (1) interactions and processes inside and outside the boardroom; (2) the fact that decision making is made by coalitions of actors and objectives are results of political bargaining; and (3) the notion that not only conflicting, but also cooperating, interests are parts of the boards' decision making and control over firm resources. Theoretical Implications: The consequences are a new research agenda for boards and corporate governance. The agenda will focus on actual instead of stylized descriptions of board behavior. In a behavioral perspective the emphasis on problems of coordination, exploration, and knowledge creation may dominate over problems of conflict of interest, exploitation, and the distribution of value. A future research agenda based on a behavioral framework calls for novel and adventurous research designs. Practical Implications: A behavioral theory of boards and corporate governance will be closer to actual board behavior than the traditional economic approach and research about boards and corporate governance may thus become more actionable for practitioners.

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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.