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This study seeks to explore how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult to address due to the formal separation of management boards' decision-management from supervisory boards' decision-control roles.

Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in The Netherlands.

The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board.

While policy makers have been largely occupied with the “right” board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom.

Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g. the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

To demonstrate transparency and accountability, the three boards in this study are required to meet in public in front of an audience, although the boards reserve confidential issues for discussion in private sessions. This study examines boardroom public accountability, contrasting it with accountability in board meetings held in private. The study adopts Erving Goffman's impression management theory to interpret divergences between boardroom behaviour in public and private, or “frontstage” and “backstage” in Goffman's terminology.

The research observes and video-records three board meetings for each of the three boards (nine board meetings), in public and private. The research operationalises accountability in terms of director-manager question-and-answer interactions.

In the presence of an audience of local stakeholders, the boards employ impression management techniques to demonstrate accountability, by creating the impression that non-executive directors are performing challenge and managers are providing satisfactory answers. Thus, they “save the show” in Goffman terms. These techniques enable board members and managers to navigate the interface between demonstrating the required good governance and the competence of the organisations and their managers, while not revealing issues that could tarnish their image and concern the stakeholders. The boards need to demonstrate to the audience that “matters are what they appear to be”, even if they are not. The research identifies behaviour consistent with impression management to manage this complexity. The authors conclude that regulatory objectives have not met their transparency aspirations.

For the first time, the research studies the effect of transparency regulations (“sunshine” laws) on the behaviour of boards of directors meeting in public. The study contributes to the embryonic literature based on video-taped board meetings to access the “black box” of the boardroom, which permits a study of impression management at board meetings not previously possible. This study extends prior impression management theory by identifying eleven impression management techniques that non-executive directors and managers use and which are unique to a boardroom context.

This paper aims to explore the impact discourse has on decision making practices within the boardroom and considers how personal proficiency in micro-language use can enhance an individual’s personal efficacy in influencing boardroom decisions. The work uses Habermas’ theory of communicative action to critique board talk, highlighting the need for greater understanding of the power of everyday taken for granted talk in strategy shaping. It illuminates the contribution that human resource development (HRD) professionals can make to the management of such behaviour and minimising dysfunctional behaviour and enabling effective boardroom practices.

Traditional governance theory from a business and organisational perspectives are provided before considering the boardroom environment and HRD’s role. The authors undertake ethnographic research supported by conversation analysis to explore how directors use talk-based interpersonal routines to influence boardroom processes and enact collective decision making. The authors provide one extract of directors’ talk to illustrate the process and demonstrate what the data “looks like” and the insights it holds.

The analysis suggests that the established underlying assumptions and rationale ideologies of corporate governance are misplaced and to understand the workings of corporate governance HRD academics and professionals need to gain deeper insight into the employment of talk within boards. Armed with such insights HRD professionals can become more effective in developing strategies to address dysfunctional leadership and promote good governance practice throughout their organisation.

The work raises a call for HRD to embrace a societal mediation role to help boards to become a catalyst for setting good practice which is strategically aligned throughout the organisation. Such roles require a more dialogical, strategic and critical approach to HRD, and professionals and academics take a more holistic approach to leadership development.

The paper considers the role of the development of HRD interventions that both help individuals to work more effectively within a boardroom environment and support development to shape a boardroom culture that promotes effective governance practice by influencing boardroom practice thereby promoting strong governance and broad social compliance throughout the organisation.

Marketing researchers continue to debate the significance of the managerial relevance of marketing, especially in the boardrooms. Despite a growing number of published papers on the topic, it is surprising that there are virtually none on mental models. The purpose of this paper is to discuss these issues.

The paper presents mental models as a perspective to discuss marketing's position in companies, and reflects on the marketing mental models of boardroom members and top management.

The paper addresses marketing's relevant issues and offers new insights into the role of marketing in companies by highlighting mental models, which drive the boardrooms’ and managers’ attentions, decisions, actions, and evaluations. The paper demonstrates the importance of mental models by introducing and discussing the notion of the mental footprint of marketing, or the impact marketing has on mental models.

The rapidly changing business environment, in addition to current marketing research trends, strengthens the need to understand the scope of issues included under the notion of marketing, as well as the overall significance of marketing within the company. The paper advocates that understanding and investigating mental models is useful in these endeavors.

The paper presents a set of different implications from recognized mental models in companies.

This paper contributes to discussions on the relevance of marketing in modern companies by introducing a new perspective, involving the mental footprint of marketing, which challenges functional points of view. If the mental model of marketing takes a broader approach, considering marketing to be ubiquitous, then marketing can be seen as being present in the boardroom.

This study aims to examine the core challenges facing company secretaries in a two-tier board context. This study focuses on the key factors contributing to these challenges and how company secretaries can effectively address them.

An analysis of the narratives provided by 291 Dutch company secretaries in response to a series of open-ended questionnaire questions led to insights into the key challenges company secretaries face in their day-to-day work.

Company secretaries perceive a myriad of factors contributing to pressures on their time, the need to work for multiple organizational bodies and the processing of information. They believe process interventions and social interventions are needed to alleviate these issues.

The research highlights the need to deeply study boards from a holistic and systems point of view that recognizes the various actors, such as the company secretary, and their relationships in a boardroom context. Furthermore, the research shows how the two-tier board model may complicate these relational dynamics owing to the formal separation of decision management from decision control.

This study identifies various pragmatic ways to address the core challenges facing company secretaries so as to improve their contributions to decision-making at the apex of organizations.

This study sheds light on an important organizational actor (i.e. the company secretary) that hitherto has received scant attention in the governance literature.

Considerable ignorance exists as to what directors actually do. Increasingly the legitimacy of the board is being challenged. Much controversy surrounds the question of to whom the board should be responsible. The role of directors and the inevitability of stakeholder conflict are reviewed. The merits of different board structures are considered from the international perspective. Major conceptual alternatives are proposed. It is concluded that however mechanistically efficient structure may be, its success will be inhibited by the strategic skills of its constituents.

The rise of corporatisation poses a new challenge for equal opportunities as women struggle to participate in corporate governance. Traditionally, the corporate model was confined to the private sector which is now strongly driven by a prevailing ideology of economic de‐regulation. A consequence of laissez faire economics is that the private sector is assuming greater responsibility for political and economic development as the state sheds power and loses its legitimacy for some functions. Market liberalism has also widened the ambit of the corporate model which is now increasingly applying to the public sector. For example, in New Zealand 56 crown companies have converted to the corporate model with compelling legislation which prioritises profitability over social responsibility (Taggart, 1993). Both private and public sector trends elevate the social and political significance of how corporates are governed and the question of women's participation in the process as directors of boards.

Boardroom recognition of the importance of reputation as a key business driver is growing. This article analyses the findings of the Corporate Reputation Watch – a study by Harris Interactive for Hill and Knowlton – which examines the attitudes towards corporate reputation of over 800 CEOs and senior business figures from seven countries across Europe and North America. The survey shows that business leaders see reputation as delivering for the company’s bottom level in terms of driving sales, aiding strategic partnerships as well as assisting the recruitment and retention of talent. In line with this it also reveals that increasing numbers of companies are measuring reputation, monitoring it in the boardroom and even partially remunerating CEOs on their ability to influence it. In addition the study demonstrates a concerning rise in the number of companies completely ignoring the threat to reputation presented by criticism in the new media.

The purpose of this paper is to explore the relationship between boards and board activity and subsequent business performance, in the context of high-growth companies, through the lens of decision making and business performance.

A critical realist approach was used to conduct a longitudinal multiple-case study of two medium-sized, quasi-public high-growth companies. Data collection included first-hand observations of boards in session, semi-structured interviews with key actors and the inspection of board and company documentation. An iterative approach to analysis was used to gain an in-depth understanding of how the boards worked and how they sought to exert influence.

The paper provides empirical insight about board involvement in strategic management. A proactive involvement by boards in the strategy development process and assessment of strategic options, and a collaborative form of board involvement in strategic management together with management is indicated as being important if the board is to exert influence beyond the boardroom. A conceptual model of a collaborative form of board-management interaction is developed.

The paper provides guidance for boards, suggesting that a more direct level of involvement in strategic management by the board together with management may be material to improved business performance.

The paper responds to calls for more research on the relationship between boards and business performance. It contributes much-needed first-hand evidence from within the boardroom.

This study examines the impact of female directors' representation in the boardroom and the role of institutional ownership (IO) on intellectual capital efficiency (ICE) and its three efficiency components: human capital efficiency (HCE); innovation capital efficiency (INCE) and capital employed efficiency (CEE).

A sample of non-financial French firms listed within the Société des Bourses Françaises-120 (SBF-120) was employed for the period from 2011 to 2020 using the generalized method of moments (GMM) approach to test the set of hypotheses.

Grounded in agency and resource dependence theories, this study found that female directors play a vital role in enhancing ICE. IO also has a significant role to play. Active institutional investors tend to push toward gender-balanced boardrooms and play an external supervisory role to improve efficiency. Moreover, female financial experts on audit committees also contribute to the ICE decision-making process within firms with high IO levels.

This study focused only on IO. Future research may use other forms of ownership, such as foreign or family ownership.

The findings may serve as a reference for managers and policymakers to enhance IC management and make appropriate investment decisions. Managers and policymakers may rely on strategic and effective decisions regarding the efficient use of IC for value creation through the judgments of female directors.

The current study adds significant insights to the accounting and intellectual capital literature.