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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.

Boards of directors have been the subject of growing concern over the past decade. Today, pressures are building for increased reform within the corporate boardroom. An apparent increase in director responsibilities and liabilities makes this subject an issue of deep and current concern to the whole corporate community. Such varied sources as the SEC, the courts, Ralph Nader, Professor Stone, Authur Goldberg, and others have made suggestions for reform ranging from federal chartering to placing outside and public directors on boards, with separate staffs to serve these outside board members. If we are to preserve our present free‐enterprise system, then we must work quickly to develop our corporate boards into effective operating units.

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 conflict between “serving” and “supervising” an owner manager is an important reason for the role difficulties faced by directors of private companies. Explores the conflicting motivations of owners who establish boards of directors; discusses the role of both owner‐manager entrepreneurs and directors in making private company boards work; and gives guidelines for reducing conflict and increasing board effectiveness. It is based on a survey of 25 directors of private and public company boards.

Outlines previous research on the links between board composition, firm performance and chief executive officer (CEO) compensation, and presents a study of CEO pay‐performance sensitivity, board independence and performance in the US banking industry. Explains the methodology and presents the results, suggesting that for large bank holding companies with average performance, increased board independence reduces pay‐performance sensitivity because internal monitoring is sufficient without extra alignment incentives. Adds that when performance is poor this no longer holds true and compensation contracts are then used to align the interests of managers and shareholders.

Discussions of that venerable institution, the corporate board of directors, are moving from the financial pages and the learned journals to the front pages and the nightly TV news. It is becoming apparent that in a period of dramatic takeover battles, the role of the board can be crucial.

Highlights the historical set‐up of Canadian boards of directors, why and how women were first appointed to corporate boards. Examines factors related to women serving on corporate boards, detailing advantages and barriers to the appointments. Reports on a survey of Canadian Chief Executive Officers (CEOs) which considers factors related to the appointment of women to corporate boards. Results indicated the CEOs′ opinions on, for example, how important a variety of qualifications is to the appointment of female directors; the women with difficulties in finding women with these qualifications; preferred candidate profiles; issues which would benefit from a female perspective; effects of women on boards and companies; and the question of why there are not more women directors. Finally, with the survey as a background, looks at why there are so few women on the boards of directors of Canadian private sector organizations; and the future prospects of women as board members.

Over the last several years, many corporate boards have sought a more substantial role for directors in the strategy‐setting process. The author suggests a proven system for educating board members about company strategy and gaining a more valuable contribution from them.

The author offers a five‐point process for effectively engaging a board of directors on strategy that he developed working together with corporate leaders.

When the CEO thinks through this process and engages the directors, the board and the CEO can enter into a dialogue that leads to collaboration and a greater chance of achieving the goals of the organization.

The author has implemented this five‐step process with a number of boards of directors.

A key beginning point is for the CEO to work out, in collaboration with the chairman and other directors, a year‐long agenda of strategy topics for board meetings.

The five‐step process enables the boards, chairmen, CEOs, and top managers to begin to forge an effective process to engage directors on strategy that will grow stronger over time.

This research examines the differences in presentation of boards of directors in annual reports. Our sample consists of 472 corporations from the Fortune 500; 130 (342) of these corporations included (did not include) pictures of their boards of directors. The proportion of female directors was 11.0 percent for firms that did not include pictures of their boards and 14.5 percent for firms that included pictures of their boards in their annual reports. The difference in the gender mix of these two groups is significant (p = 0.0002). This indicates that firms with a higher percentage of women on their boards signal this fact to stockholders, investors, and other constituents by including pictures of their boards in their annual reports.

Changes to government policy, deregulation and corporatization in New Zealand have influenced the number and status of women on boards of directors. Using company records, archival material and interviews, examines gender equity on boards of directors in New Zealand and compares the progress of women on the boards of corporate companies in the private sector with those on crown company boards in the public sector. While increasing numbers of New Zealand women are entering the business arena, they continue to be underrepresented in the boardrooms and there exists a clear disparity between gender representation on the boards of crown and corporate companies with women being disadvantaged in the private sector. Includes interview material from women who have successfully achieved directorships and examines the approaches they adopted. Outlines some positive steps to assist women in the bid for corporate directorship, but suggests that the challenge of changing corporate and societal attitudes remains.