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As a result of the many governance failures in the past decade, new legislation, increased regulation, and best practices have been adopted by boards in an effort to improve corporate governance. Unfortunately, not all of the changes, such as increasing the number of external directors, have favorably impacted the quality of board governance. While having the majority of external directors on a board increases the board's independence from the CEO, these external directors lack inside directors' understanding of the firm's operations, customers and business model. The board members' lack of understanding presents a key challenge to CEOs, as their tenures depend on keeping their boards informed about the firm's business model. If CEOs are to succeed in this new governance climate, they need to find a way to effectively explain the business model to external directors in order to educate them, access their competencies, and ensure their long term support. The purpose of this paper is to examine the role of the strategy map to communicate the firm's business model to the board.

The paper used the authors' experiences, a review of the literature, and a case study as a basis for making recommendations presented in the article.

Outside directors may struggle to understand the firm's business model. While some may argue this is not the CEO's problem as it is the board's role to govern and management's job to manage, the authors argue it is an important issue for CEOs for two reasons: First, if the board does not understand the impact of changes to a firm's business model then CEOs are not fully leveraging their boards' expertise. Second, if CEOs do not keep the board adequately informed about the business model it hinders, rather than helps CEOs from building open and transparent relationships with their boards. By ensuring that directors receive the right information about the organization's business model and then have the opportunity to have a constructive dialog regarding the quality of the business model, CEOs can build trusting relationships with their boards and thus ensure they succeed over the longer term.

Recent governance failures have demonstrated a need for better communication between boards and CEOs. This is one of the first papers to examine the role of the strategy map to communicate the firm's business model to the board.

This study aims to examine the impact of board characteristics on firm performance while also exploring the influential mechanisms that help Chinese listed companies establish effective boards of directors and strengthen their corporate governance mechanisms.

This paper uses machine learning methods to investigate the predictive ability of the board of directors' characteristics on firm performance based on the data from Chinese A-share listed companies on the Shanghai and Shenzhen stock exchanges in China during 2008–2021. This study further analyzes board characteristics with relatively strong predictive ability and their predictive models on firm performance.

The results show that nonlinear machine learning methods are more effective than traditional linear models in analyzing the impact of board characteristics on Chinese firm performance. Among the series characteristics of the board of directors, the contribution ratio in prediction from directors compensation, director shareholding ratio, the average age of directors and directors' educational level are significant, and these characteristics have a roughly nonlinear correlation to the prediction of firm performance; the improvement of the predictive ability of board characteristics on firm performance in state-owned enterprises in China performs better than that in private enterprises.

The findings of this study provide valuable suggestions for enriching the theory of board governance, strengthening board construction and optimizing the effectiveness of board governance. Furthermore, these impacts can serve as a valuable reference for board construction and selection, aiding in the rational selection of boards to establish an efficient and high-performing board of directors.

The study findings unequivocally demonstrate the superiority of nonlinear machine learning approaches over traditional linear models in examining the relationship between board characteristics and firm performance in China. Within the suite of board characteristics, director compensation, shareholding ratio, average age and educational level are particularly noteworthy, consistently demonstrating strong, nonlinear associations with firm performance. Within the suite of board characteristics, director compensation, shareholding ratio, average age and educational level are particularly noteworthy, consistently demonstrating strong, nonlinear associations with firm performance. The study reveals that the predictive performance of board attributes is generally more robust for state-owned enterprises in China in comparison to their counterparts in the private sector.

This paper aims to investigate the effects of board model and board independence on corporate social responsibility (CSR) disclosure of multinational corporations (MNCs).

The authors developed an empirical model in which CSR disclosure is the dependent variable and board model (two-tier vs one-tier), board independence (a proportion of independent directors on a board) and the interaction variable of board model and board independence together with several variables conventionally used as control variables are independent variables. The authors collated the panel dataset of 244 Fortune World’s Most Admired (FWMA) corporations from 2005 to 2011 of which 117 MNCs use the one-tier board model, and 127 MNCs use the two-tier board model from 20 countries. They used the random-effect regression method to estimate the empirical models with the data they collated and also ran regressions on the alternative models for robustness check.

The authors found a significantly positive effect of a board model on CSR disclosure by MNCs. Two-tier MNCs tend to reveal more CSR information than one-tier MNCs. The results also confirm the significant moderating impact of board model on the effect of board independence on CSR disclosure. The effect of board independence on CSR disclosure in the two-tier board MNCs tends to be higher than that in the one-tier board MNCs. The results do not support the effect of board independence on CSR disclosure in general for all types of firms (one-tier and two-tier board). The impact of board independence on CSR disclosure is only significant in two-tier board MNCs and insignificant in one-tier board MNCs.

The authors advise the MNCs who wish to improve CSR reporting and transparency to consider the usage of two-tier board model and use a higher number of outside directors on board. They note that once a firm uses one-tier model, number of IDs on a board does not matter to the level of CSR disclosure. They advise regulators to enforce an application of two-tier board model to improve CSR reporting and transparency in MNCs. The authors also recommend regulators to continue mandating publicly traded companies to include more external members on their boards, especially for the two-tier board MNCs.

This paper is the first that investigates the role of board model on CSR disclosure of MNCs.

This paper aims to investigate a team dynamics based approach to assess board effectiveness, namely the interplay between boardroom decision-making processes and the board members' cognitive mental models.

A socio-cognitive perspective is utilized for analyzing board processes and determining board effectiveness. Utilizing the concepts of team mental models and sensemaking, a theoretically grounded model of board effectiveness is developed, wherein the propositions predict the causality and effect of the socio-cognitive and sensemaking processes on board effectiveness.

The proposed model is able to analyze the relationship among the different decision-making processes and members' cognitive models as determinants of board effectiveness, wherein the board's decision making process mediates the board's cognitive model – effectiveness relationship, while the board's cognitive model moderates the decision process – effectiveness relationship.

The conceptual model advances a rationale that might explain the mixed or modest findings in literature on the relationship between board demographics, dynamics and effectiveness.

The model allows practitioners and policy makers an alternative mechanism to assess board effectiveness, that is able to not only integrate the demographic, diversity and dynamics related measures, but also enables a clear understanding of the cognitive influences on board decision making and effectiveness.

The conceptual model encompasses most of the relevant constructs and findings of previous studies and offers a parsimonious yet holistic understanding of the boardroom mechanisms that might determine board effectiveness.

The purpose of this study is to investigate the impact of board diversity on corporate social responsibility (CSR). The aim is twofold; does board diversity has any effect on CSR, do structural and demographic differences between one-tier and two-tier board models may impact this effect?

This paper applies a panel generalized method of moments estimator to a sample of 2,544 non-financial listed firms from 42 countries over the period of 2013–2017.

The findings reveal that board diversity leads to effective CSR. By distinguishing between diversity among boards from diversity within boards, the results display the effects of the specific variables that make up the manner and latter’s constructs within unitary and two-tier board structures. Specifically, this paper reveals that tenure, ideology and educational level (gender and nationality) predominantly appear to drive a firm’s CSR within one (two)-tier boards settings. These results remain consistent when robustness tests are ruled.

The study provides managers, investors and policymakers with knowledge about how among and within board diversity attributes favor the decision-making process around CSR. The evidence is useful for companies in setting the criteria to identify directors who can support their strategic decisions. It benefits, moreover, academics in better understanding firms’ CSR determinants and practices under different corporate board models.

Examining how different sets of board diversity affect firms’ CSR given divergences between one-tier and two-tier board structure is a useful and informative endeavor for all community actors.

Unlike prior studies that identify the limited scope of diversity, the study is the first to examine the effect of broader dimensions of board diversity on CSR under both one-tier and two-tier board settings. This paper provides a contribution to a greater understanding of the impacts underlying board models and different attributes of board diversity on CSR. This new understanding will help to improve predictions of different features of board diversity impacts on decision-making processes around organizational outcomes.

This study aims to compare the impact of board characteristics on the performance of listed non-financial firms to the impact of board characteristics on the performance of listed financial firms (commercial banks) in Ghana.

The fixed and random effects models with generalized least square specifications are used in estimating regressions to correct for heteroscedasticity and serial correlation. Additionally, this study uses lagged models of the board variables to address the possibility of the presence of endogeneity and to generate robust estimates.

The empirical results show some similarities and differences on the impact of board characteristics on the performance of listed non-financial firms and banks. On similarities, for both non-financial firms and banks, board size is seen to have a significant non-linear impact on Tobin’s q. Also, the proportion of foreign board members shows a positively significant relationship with firm performance for both listed non-financial firms and banks. The effect of the proportion of board members with higher educational qualifications on firm performance appears to be negative and statistically significant for both sample of firms. On the other hand, the impact of board composition and board gender diversity on firm performance differs from listed banks and non-financial firms.

The panel regressions for the listed banks were run on 63 observations because of the small sample size for the listed banks. Though enough for estimation purposes, inferences from results should be made with caution.

This paper, unlike most corporate governance – firm performance studies, focuses not only on listed non-financial firms but also on listed banks. From a multi-theoretical perspective, this paper provides a comparative analysis on the impact of board characteristics on financial performance of listed non-financial firms and banks.

The effect of corporate governance on firm performance has long been of great interest to financiers, economists, behavioural scientists, legal practitioners and business operators. Yet there is no consensus over what constitutes an effective corporate governance mechanism that induces agents or managers to consistently act in the interest of share value optimisation. The purpose of this study is to develop a model to resolve an on‐going issue in financial economics: how can CEOs be effectively monitored by the board of directors?

A survey of the literature on corporate governance and the relationship between board composition and financial performance leads to the development of the proposed model, which is based on a framework which takes into account the probability of success representing a CEO's ability, and the active monitoring function (which is represented by the numbers of control visits) carried‐out by the directors.

The design of the model is aimed at identifying an optimal level of monitoring, which will maximise share value, to guide internal and independent directors.

The model has limitations: it does not address the input of other directors and it focuses solely on the monitoring function, even though boards also play important roles in providing information and advice to management.

The finding of this study contributes to the Agency Theory debate, in essence that the board monitoring of CEO will improve the performance of the CEO and avoid possible conflict of interests.

The present study was carried out with the purpose of establishing a model of effective board governance in Uganda's service sector firms.

This study is cross‐sectional. The analysis was conducted using Analysis of Moment Structures (AMOS) software on a sample of 128 service firms in Uganda. The perceived effective board governance in Uganda was measured by the perceptions of 128 respondents who are managers or directors in each of those service firms. Three confirmatory factor analysis models were tested and fitted.

The three‐dimensional model of effective board governance in Uganda – consisting of control and meetings’ organization, board activity and effective communication – was determined to be the best fitting model. Evidence in support of relevant theories of board governance was adduced.

Although plenty of literature on corporate governance exists, there is scarce literature on effective board governance conceptualization and this together with imprecise terminology regarding this area may have affected the authors’ conceptualization of the study. The authors’ study was limited to the service sector firms registered and operating in Kampala, Uganda and it is possible that their results are only applicable to this sector in Uganda. Nevertheless, policy makers of Uganda dealing with financial markets, academicians, company directors, company owners and even general readers interested in the area of effective board governance might find this paper handy.

The authors believe that application of their model should improve the quality of board governance in Uganda and can also apply to other sectors of Uganda's firms to help avert the problem of ineffective boards as evidenced by consistent firm failures in Uganda. By improving the quality of board governance, Ugandan boards will demonstrate their relevance in company direction and improvement of company value to the benefit of all stakeholders.

The present study provides one of the few studies that have analysed with confirmatory factor analysis (CFA) using AMOS to test effective board governance measurement model and provides a benchmark for Uganda's service firms yearning to leverage the use of their boards.

The purpose of this paper is to examine the mediating effect of intellectual capital on the relationship between board governance and perceived firm financial performance.

This study was cross-sectional. Analyses were by SPSS and Analysis of Moment Structure on a sample of 128 firms.

The mediated model provides support for the hypothesis that intellectual capital mediates the relationship between board governance and perceived firm performance. while the direct relationship between board governance and firm financial performance without the mediation effect of intellectual capital was found to be significant, this relationship becomes insignificant when mediation of intellectual capital is allowed. Thus, the entire effect does not only go through the main hypothesised predictor variable (board governance) but majorly also, through intellectual capital. Accordingly, the connection between board governance and firm financial performance is very much weakened by the presence of intellectual capital in the model – confirming that the presence of intellectual capital significantly acts as a conduit in the association between board governance and firm financial performance. Overall, 36 per cent of the variance in perceived firm performance is explained. the error variance being 64 per cent of perceived firm performance itself.

The authors surveyed directors or managers of firms and although the influence of common methods variance was minimal, the non-existence of common methods bias could not be guaranteed. Although the constructs have been defined as precisely as possible by drawing upon relevant literature and theory, the measurements used may not perfectly represent all the dimensions. For example board governance concept (used here as a behavioural concept) is very much in its infancy just as intellectual capital is. Similarly the authors have employed perceived firm financial performance as proxy for firm financial performance. The implication is that the constructs used/developed can realistically only be proxies for an underlying latent phenomenon that itself is not fully measureable.

In considering the behavioural constructs of the board, a new integrative framework for board effectiveness is much needed as a starting point, followed by examining intellectual capital in firms whose mediating effect should formally be accounted for in the board governance – financial performance equation.

Results add to the conceptual improvement in board governance studies and lend considerable support for the behavioural perspective in the study of boards and their firm performance improvement potential. Using qualitative factors for intellectual capital to predict the perceived firm financial performance, this study offers a unique dimension in understanding the causes of poor financial performance. It is always a sign of a maturing discipline (like corporate governance) to examine the role of a third variable in the relationship so as to make meaningful conclusions.

The purpose of this paper is to examine the relationship between the combined (multiplicative) effect of board governance and intellectual capital (IC) on firm performance.

This study is cross-sectional and follows a positivist view of testing pre-specified hypotheses. The study uses a respondent sample of 128 service firms operating in Kampala, directors or managers are the unit of enquiry. Structural equation modelling with analysis of moment structures is used for statistical modelling.

Board governance and IC make significant contributions to firm performance. However, their interaction is a significant booster to services sector firms’ performance in Uganda.

Although an attempt is made at controlling for common method variance in particular by proactive instrument design and testing, and usage of the Harman single factor analytical technique, its influence may not have been dealt away completely owing to failure to obtain a plausible common marker variable. Well, it is meaningful to identify the significant positive multiplicative effects of board governance and IC so as uncover what is needed in service firms to improve their performance.

Studies explaining firm performance via board governance only and which ignored the synergistic effects of board governance and IC have often missed the reality that the performance of the firm can significantly be improved by means of leveraging IC while simultaneously calling for effective board governance.