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This paper critically reviews the role and function of the corporate board and finds that boards of directors that have a leadership role in corporate strategic planning go beyond merely caring for shareholder interests and take a proactive role in the success of the business. They do this by setting the strategic direction and evaluating company performance.Findings

Recent research has begun to push back the ignorance surrounding the development of leadership boards. This is examined in order to define the barriers standing in the way of more empowered directors. It is then used to identify the actions and approaches that can be used by directors to develop their involvement in and influence over, corporate strategic planning.Originality/valueThe paper contains a critical discussion of boards that places the issue in their contemporary policy context. This leads to the conclusion that the organisation of partnership between board and management is important and that business success increasingly rests on openness and trust supported by creative and challenging dialogue. Practical suggestions for the revision of company law are provided.

The purpose of this paper is to examine how directors’ roles and social identities are shaped by gender and board life stage, using pre- and post-crisis Iceland as the setting. Recent theoretical work suggests the importance of directors’ monitoring and resource provision roles at certain board life stages; however, there is limited empirical evidence of directors’ identification with these roles as well as social role identification as a member of the board.

The authors contribute empirical evidence from interviews with 23 corporate directors in Iceland on individual identification with the director role of monitoring and resource provision, relational identification with the CEO role and social identification as a member of the board.

Prior to the crisis, male directors identified more strongly with resource provision and with their social roles and less strongly with monitoring roles. Compared to their male counterparts, pre-crisis female directors identified more strongly with monitoring and did not identify with their social roles. After the crisis, mature boards’ male director role identities were little changed; male directors continued to identify with resource provision and social identification, rather than monitoring, roles. Compared to pre-crisis, post-crisis female directors described greater identity with their resource provision roles and reported that male directors resented their attempts to fulfill their monitoring roles. In post-crisis, newly formed diverse boards, male and female directors reported very similar role identities which reflected balanced monitoring and resource provision roles, for example providing the board with ethical individual identities and unblemished reputations. The findings of this paper indicate that board composition and life cycle stage might have more impact on director identity than a pre- or post-crisis setting. These findings suggest implications for theory, practice and future research.

This paper provides further empirical evidence of the roles male and female directors identify with on corporate boards. Its originality lies in the context of the board work in terms of newly formed and mature boards, before and after the financial crisis, with differing gender composition (male-dominated and gender-balanced boards).

This paper aims to examine the relationship between internal corporate governance mechanisms and board performance in monitoring roles.

A survey questionnaire was used to gather data on board performance, while annual reports were employed to gather data on internal corporate governance mechanisms. Data for board performance were based on 112 directors who represent the companies.

Factor analysis extracted two dimensions of monitoring roles: management oversight roles and performance evaluation roles. Non‐independent non‐executive directors and managerial ownership were found to be positively related to both dimensions of monitoring roles, while the multiple directorships of non‐executive directors were negatively related to management oversight roles.

The paper establishes the need for regulators to pay particular attention to multiple directorships, which are commonly practiced in public listed companies. The contribution of non‐independent non‐executive directors rather than independent directors in monitoring roles calls for further research. Regulators need to emphasize the performance evaluation roles of the board of directors (BOD), as much emphasis has been given to management oversight roles.

The study contributes to the literature concerning monitoring roles as it shows that management oversight roles and performance evaluation roles are differentiated. The findings provide an avenue for the contribution of non‐independent non‐executive directors and multiple directorships in monitoring roles.

The purpose of this paper is to examine the link between board of directors’ roles namely strategy, service and control roles and ambidextrous innovation. This study also aims to determine whether the independence and gender diversity of boards have mediating effects in this relationship.

On the basis of a quantitative approach, the authors conducted a survey on all Tunisian-listed firms. A partial least square method was used to analyze the quantitative data. The authors also conducted semi-structured interviews with a sample of boards’ members of the surveyed firms followed by a thematic analysis of the discourses to discuss the results.

Results revealed that ambidextrous innovation is negatively linked to board’s control role. The outcomes of this research show also that ambidextrous innovation is positively associated with board’s service role and that the gender diversity moderates positively this link. Findings do not indicate a significant relationship between board’s strategy role and ambidextrous innovation but show evidence that the relationship is negatively moderated by independent directors, while positively moderated by gender diversity.

This research sheds light on the effects of Boards’ roles on ambidextrous innovation and the moderating effect of board’s gender diversity and independence as well. This paper addresses the gap in the literature as this thematic has not been studied, offering key insights with regard to corporate governance of companies looking to achieve ambidextrous innovation.

Boards of directors are assumed to exercise three key accountability roles – control, monitoring and oversight roles. By researching one board type – investment fund boards – and the power relations around those boards, the purpose of this paper is to show that such boards are not capable of operating the three key roles assumed of them.

The authors conducted 25 in-depth interviews and a focus group session with investment fund directors applying a grounded theory methodology.

Because of their unique position of power, the authors find that fund promoter organisations (that establish and attract investors to the funds) exercise control and monitoring roles. As a result, contrary to prior assumptions, oversight is the primary role of investment fund boards, rather than the control role or monitoring role associated with corporate boards. The findings can be extended to other board-of-director contexts in which boards (e.g. subsidiary boards, boards of state-owned entities) have legal responsibility but limited power because of power exercised by other parties such as large shareholders.

Shareholders and regulators generally assume boards exercise control and monitoring roles. This can lead to an expectations gap on the part of shareholders and regulators who may not consider the practical realities in which boards operate. This expectations gap compromises the very objective of governance – investor protection.

Based on interviews with investment fund directors, the authors challenge the control-role theory of investment fund boards of directors. Building on our findings, and following subsequent conceptual engagement with the literature, the authors differentiate control, monitoring and oversight roles, terms which are often used interchangeably in prior research. The authors distinguish between the three terms on the basis of the level of influence implied by each.

This paper attempts to examine the activity and involvement of board of directors in internationalization activities of firms in emerging markets, by evaluating the resource provisioning roles of interlocks provided by board of directors, and the frequency of board meetings. We demonstrate that the effectiveness of board involvement is contingent upon the levels of family ownership in firms since family ownership could impact the firm’s ability to utilize the presence of different types of board members.

The authors test our hypotheses on a sample of listed Indian companies, extracted from the Prowess database published by the Centre for Monitoring Indian Economy (CMIE), a database of the financial performance of Indian companies. On a panel of 3,133 firm years of 605 unique Indian firms with foreign investments, over a time period of 2006–2017, the authors apply different estimation techniques.

The results demonstrate that both board meeting frequency and director interlocks are instrumental in supporting internationalization activities in emerging market firms. However, family ownership moderates the role of insider and independent interlocks on internationalization investments in different ways; the authors find that interlocks provided by independent directors support internationalization activities in family firms, whereas those provided by insider directors do not. Further, the study also finds that board meetings are less effective in internationalization of family firms.

The authors conclude that family firms aiming at international diversification require to develop more connected and networked independent directors to enable internationalization in firms. While independent director interlocks enhance the international investments, it is also useful to know that board meetings are ineffective in utilizing the resources in family firms. This points to the possibility that family firms should device mechanisms to integrate family meetings with board meetings so that they can utilize the within-family processes to aid in their internationalization decisions.

The study contributes to resource dependence theory by understanding its limiting role in family firms. Theoretically, it helps delineate the limiting resource provision role of the insider directors vis-à-vis independent directors. The authors argue that the resource provision role of insider director interlocks does not effectively help in internationalization in comparison to independent director interlocks in family-dominated firms. Consequently, the study shows the limiting role of resource provision and utilization by family-owned firms in comparison to non-family-owned firms.

This paper seeks to provide a comprehensive review of the literature on the governance of international joint ventures (IJVs).

Through focusing on IJV boards and top teams, examination of the current debate regarding IJV directors' contribution to board performance and effectiveness is undertaken and, in so doing, directions for future research are identified.

The literature review reveals that little consideration has been given by researchers to the work of the IJV board and the role and contribution of IJV board directors to board effectiveness. Further, it is concluded that current understanding of IJV board functioning and the ways in which directors of IJV boards contribute to board effectiveness remains incomplete.

Apart from highlighting the need for further study into the role and contribution of IJV board directors to board effectiveness, the paper suggests ways in which IJV director contribution and performance could be explored further, and offers current practical implications.

This study aims to examine the role of the board of directors in affecting earnings management practices across small- and medium-sized enterprises (SMEs) life cycle.

Data is collected from 280 SMEs listed on the London Stock Exchange during the period of 2009–2016. Fixed effects regression analysis is used to test the hypotheses.

This study shows that the impact of the board of directors' roles on earnings management practices varies depending on the SMEs life cycle stage. In the introduction, growth and decline stages of SMEs, the wealth creation role of the board is negatively significant with earnings management, while the wealth protection role of the board is positively significant in the growth and maturity phases. Results suggest that the board's responsibility to create wealth deters early-stage earnings management strategies, while protecting shareholder interests, in latter stages, leads to a decrease in earnings management.

The findings suggest that corporate governance should be customized to the specific stage of the SMEs life cycle. Additionally, different life cycle stages may impose different requirements on corporate boards to shape the effectiveness of these mechanisms and constrain earnings management practices.

To the best of the authors’ knowledge, this study offers one of the first insights on the UK SMEs to understand how board functions and earnings management practices vary over SMEs life cycles. It will offer important information on the effect of board features on earnings management in SMEs in the UK and is anticipated to be of importance to policymakers, regulators, investors and practitioners.

The purpose of this article is to investigate how ownership structure, especially family and/or venture‐capital involvement, as well as entrepreneurial activities, defined as strategic change and renewal, help explain the involvement of independent members on boards of directors. The CEOs of 2,455 small and medium‐sized, private enterprises from practically all industries were contacted in a telephone survey, resulting in an exceptionally high response rate. The findings reveal that family firms are more reluctant to involve independent directors on their boards than non‐family firms, that presence of venture capitalists increases the frequency of independent board members and that ownership has an impact on board roles. The results do not support the hypothesised relationship that independent directors enhance entrepreneurial activities. One implication of our study is that the often‐argued‐for strategic contribution of outsiders to the boards in family firms may be overemphasised. Another implication is that family firms that choose to acquire additional capital should be aware that this could result in a change in the board composition and the loss of control of the business. However, new and external owners' inclusion on the board seems to be negotiable since there are also venture capitalists that do not insist on board representation.

Although the literature on corporate governance and firm innovation finds that board independence is important, this paper proposes that the presence of independent directors alone is not enough to explain their impact on firm innovation. This study analyses if diversity among independent directors may affect the relationship between board independence and firm innovation.

A panel data on a sample of 124 Spanish listed companies for the period 2008–2019 used to test the hypotheses.

Results suggest that independent directors have a negative effect on firm innovation, measured as number of patents, but when there are high levels of gender and nationality diversity among such directors, this negative effect may be mitigated.

Considering that firm innovation is a complex process associated with decision-making and that board independence itself may be not enough, this study goes a step further and delves deeper into the characteristics of independent directors. As far as is known, this paper is the first theoretical and empirical study that considers that independent director diversity as a moderating variable between board independence and firm innovation. Besides, this research contributes to the debate on the role of independent directors in firm innovation and the results may also serve as a guideline for policy makers and firms for structuring boards that are pro-innovation.