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This article provides a brief overview of the literature on board of director performance, highlighting the difficulties in attempting to directly measure the performance of boards of directors and how various studies have tackled this challenge. As an illustration, I show that two current measures of board of director performance, board meeting activity and director attendance, suggest that the boards of Asian firms do not compare favorably to the boards of firms from developed markets. Suggestions for future research on the performance of corporate boards are provided, as well as implications for board of director practices in Asia.

The purpose of this study is to examine how informational faultlines on a board affect the management of knowledge owned by directors and the consequences on organizational performance. In this study, informational faultlines are defined as hypothetical lines that divide a group into relatively homogeneous subgroups based on the alignment of several informational attributes among board members.

The study uses unique hand-collected panel data covering 7,247 board members at 106 publicly traded firms to provide strong support for the hypothesized U-shaped relationship. The authors use a fixed effects approach and a system generalized method of moments approach to test the hypothesis.

The study finds that the relationship between informational faultlines on a board and organizational performance is U shaped, with the least optimal organizational performance experienced when boards have moderate informational faultlines. More specifically, informational faultlines within boards are negatively related to organizational performance across the weak-to-moderate range of informational faultlines and positively related to organizational performance across the moderate-to-strong range.

By explaining the mechanisms through which informational faultlines are related to organizational performance, the authors contribute to the literature in a number of ways. By conceptualizing how the management of knowledge plays an important role in the particular setting of corporate boards, the authors add not only to literature on knowledge management but also to the faultline and corporate governance literature.

This study offers a rationale for prior mixed findings by providing an alternative theoretical basis to explain the effect of informational faultlines within boards on organizational performance. To advance the field, the authors build on the concept of knowledge demonstrability to illuminate how informational faultlines affect the management of knowledge within boards, which will translate to organizational performance.

This paper examines the relationship between women on boards and board monitoring tasks depending on group categories identified in the Kanter's theory.

Using a sample of the largest listed companies in Spain, Italy and France during the period 2007–2017, this study tests the effect of women's presence based on the following board categories: (1) skewed boards with a percentage of women that is less than 20%; (2) tilted boards with a percentage of women that ranges from 20% to 33%; (3) tilted boards with a percentage of women that is more than 33%; and (4) balanced boards with an equal or quasi-equal gender distribution. The authors use the case of the gender board quota regulation in different European Union countries.

The results suggest that tilted boards engage in stronger firm monitoring and that the effect of women on board monitoring tasks is positive and statistically significant when the percentage of female directors reaches the threshold of 33%.

The outcomes of this study help policymakers identify the minimum threshold that quota regulations should mandate in order for boards to be effective.

This paper moves forward the ongoing debate about the effect of women on corporate boards, shifting the focus from the ratio or presence of female directors to the size of the group they form within the board. To the best of authors’ knowledge, this is the first study to test Kanter's theory by investigating the relationship between women on boards and board monitoring.

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.

The purpose of this paper is to analyze the functioning of a non-sanction “soft” gender quota policy structure (a simple recommendation), using the case of Spain. In the first part of the paper, the authors have reported the dismal improvement regarding the increase of female percentage presence in the companies’ boards of members.

The authors provide a detailed sectorial analysis and a classification of board members by type (executive, proprietary, independent and other external). In the second part, the authors exploit the fact that since 2013, the stock-listed companies are legally obliged to respond to a series of questions on gender diversity issues in their annual reports. Using this requirement, the authors perform an analysis using text processing techniques. The authors find that “self-plagiarism” is common in the responses – i.e. they copy responses from previous years – as well as “plagiarism” – i.e. they copy responses from other companies in previous years.

The insufficient progress in respect to the goals of the Law of Equality of 2007 (enacted by Spanish authorities) and the lack of interest that can be inferred from the companies’ responses included in their annual reports lead the authors to consider the necessity of changing the law on the corporate policies gender quotas in Spain.

It is the first study that realizes this type of analysis for Spain.

This study aims to examine the relationship between female directors and bank risk. In particular, whether such a relationship varies across sound or unsound banks and with or without a critical mass of female directors is tested.

Using a sample of 215 listed banks from 40 countries over the period 2008–2016, this study carries out panel data analyses and tests all the model specifications on four different measures of risk (common equity ratio, leverage, NPLs ratio and price volatility).

The findings show that increasing the number of female directors does not reduce bank risk when banks are unsound. When banks are sound, female directors have a significant and positive role in reducing risk, only until reaching a critical mass of women.

This study provides useful corporate governance indications for policymakers and practitioners. Advantages of gender diversity on boards are recognized especially in sound banks, but increasing the number of women directors beyond the critical mass may not lead to lower risk. In fact, ethical or legal pressures aimed at increasing gender diversity on boards (i.e. soft or hard gender quotas) may cause undesired effects on bank risk, especially if female directors are not chosen on merit and skills. Moreover, gender-balanced boards, namely, with a “dual critical mass,” seem to assure more effective decision-making processes.

This study provides empirical evidence on female board members and risk minimization, differentiating between sound or unsound banks. Furthermore, this study contributes to the literature on the critical mass of women on the board of directors by testing this theory for these two categories of banks.

Boards presently are considered the most critical component in improving corporate governance (CG). Board diversity is increasingly being recommended as a tool for enhancing firm performance. Academic research and regulatory action regarding board diversity are focussed mainly on gender and ethnic composition of boards. However, the perspective of board members on board diversity and its impact is mostly missing. Moreover, while strategic leadership perspective suggests that a broader set of upper echelon’s characteristics may shape their actions, empirical evidence investigating the impact of less-explored attributes of diversity is almost non-existent. While the research on the input–output relationship between board diversity and firm performance remains equivocal, an intervening relationship between board diversity and board effectiveness needs to be understood. The purpose of this paper is to address all three limitations and explore the subject from board members’ perspective.

The paper presents the findings of qualitative, exploratory research conducted by interviewing 42 board members of FTSE 350 companies. The data are analysed thematically.

The findings of the research suggest that board members of FTSE 350 companies consider the diversity of functional experience to be a critical requirement for boards’ role-effectiveness. Functionally diverse boards manage external dependencies more effectively and challenge assumptions of the executive more efficiently, thus improving CG. The findings significantly contribute to the literature on board diversity, as well as to strategic leadership theory and other applicable theories. The research is conducted with a relatively small but elite and difficult to approach set of 42 board members of FTSE 350 companies.

The paper makes a unique and significant contribution to praxis by presenting the perspective of practitioners of CG – board members. The findings may encourage board nomination committees to seek board diversity beyond the gender and ethnic characteristics of directors. The findings may also be relevant for policy formulation, as they indicate that functionally diverse boards have improved effectiveness in a range of board roles.

Board diversity is about building a board that accurately reflects the make-up of the population and stakeholders of the society where the company operates. The aim of board diversity is to cultivate a broad range of attributes and perspectives that reflects real-world demographics as boards need to continue to earn their “licence to operate in society” as organisations have a responsibility to multiple constituents and stakeholders, including the community and the wider society within which they exist. Building social capital through diversity has value in the wider context of modern society and achieving social justice.

The paper makes an original and unique contribution to strategic leadership theory by strengthening the argument of the theory. The paper explores beyond widely researched attributes of gender and ethnicity on boards and explores the impact of a less-researched characteristic of directors – their functional experience. Moreover, the paper opens the “black box” of CG – boards, and presents the perspectives of board members. The findings indicate that board members in FTSE 350 boards define diversity more broadly than academics and regulatory agencies often do.

Negative disclosure tone in 10-K annual reports has economic consequences, yet relatively little is known about how it is generated. Boards of directors play an important governance role with respect to mandatory disclosures and personally sign off on Form 10-K, leading us to expect directors to influence financial reporting narratives. This study investigates whether the negative tone of firms' narrative annual report disclosures is associated with the human and social capital of its board of directors.

Multivariate regression analyses of negative disclosure tone (Loughran and McDonald, 2011) on board members' average age, gender, education, financial expertise and turnover is performed. A host of supplemental tests to corroborate our primary analysis, including using Sarbanes-Oxley's financial expert mandate as an exogenous shock to board composition, impact threshold for a confounding variable, placebo analysis, portfolio tests of more and less negative disclosing firms and portfolio tests of “loud” versus “quiet” boards are conducted.

Evidence that directors' gender, education, financial expertise and board turnover are associated with more negative disclosure tone, while directors' age is associated with less negative disclosure tone is found. The study also looked within the board to differentiate whether these findings are driven by characteristics of inside directors or outside directors serving on the audit committee, or both, as these are the specific groups of directors we would expect to play a role in disclosure. It was found that negative disclosure tone is associated with a lower bid-ask spread, so this study interpreted more negative tone as containing more descriptive information.

This study helps decode the “black box” of annual report disclosure tone, which Loughran and McDonald (2011) show has important economic implications. The results help inform stakeholders such as policymakers, executives and capital market participants as to how board member traits are associated with disclosure. The findings are particularly important as this study bears witness to the increasing prominence of gender/diversity mandates (e.g. Israel, Norway, California) and financial expertise mandates (e.g. Sarbanes-Oxley).

This paper aims to examine empirically the impact of gender diversity on corporate performance by both comparing different positions occupied by female directors on the boards and their personal-specific characteristics.

The paper examines a sample of Italian listed companies during 2006–2015. To deal with endogeneity issues, the authors use a generalized method of moments as an empirical methodology.

The empirical findings show that the positive effect of both independent and executive women directors on firm performance is moderated by the specific characteristics of female directors. Specifically, the analyses show that foreign and busy females negatively impact on performance. Conversely, graduate female directors strengthen the positive link between executive women and firm performance.

The paper sheds light on the consequences of appointing different types of female directors (i.e. independent, executive, graduate, foreign and busy) on firm performance. Our empirical research that investigates the association between gender diversity and performance in the Italian context based on a longitudinal study, which involves a period of ten years, allowing consideration both of the years before and after the introduction of the gender quota law (Golfo–Mosca law).

The purpose of this paper is to examine the empirical relationship between gray directors (non-executive non-independent directors) and executive compensation among companies listed in India’s National Stock Exchange (NSE). The paper also examines the possible interplay of relationships between controlling shareholder duality (controlling shareholder being the CEO), ownership category and executive compensation.

A sample of 438 firms listed in the NSE of India was studied using data spanning five financial years, 2012–2013 to 2016–2017.

Empirical evidence suggests that there is a positive association between the proportion of gray directors on the board and executive compensation. The sensitivity of executive compensation to gray directors is found to be higher among family controlled firms. This research has also found that CEOs who belong to controlling shareholder groups received higher pay than professional CEOs. The authors conjecture that these results suggest cronyism and may contribute to lower levels of corporate governance practices in the country.

The hybrid board structure, which India has adopted with the desire to bring the best of Anglo Saxon and Japanese board philosophies, has paradoxically led to self-serving boards. Exploration of alternative thinking to bring about changes in the regulatory framework is, therefore, necessary.

Serious problems are identified with the philosophy behind board composition mandated by Listing Requirements for Indian firms with empirical evidence showing how the existing rules generate cronyism and unfairness to minority shareholders.