Pieter-Jan Bezemer

Boards of Directors' Contribution to Strategy: A Literature Review and Research Agenda

Research Question/Issue: Over the last four decades, research on the relationship between boards of directors and strategy has proliferated. Yet to date there is little theoretical and empirical agreement regarding the question of how boards of directors contribute to strategy. This review assesses the extant literature by highlighting emerging trends and identifying several avenues for future research. Research Findings/Results: Using a content-analysis of 150 articles published in 23 management journals up to 2007, we describe and analyze how research on boards of directors and strategy has evolved over time. We illustrate how topics, theories, settings, and sources of data interact and influence insights about board–strategy relationships during three specific periods. Theoretical Implications: Our study illustrates that research on boards of directors and strategy evolved from normative and structural approaches to behavioral and cognitive approaches. Our results encourage future studies to examine the impact of institutional and context-specific factors on the (expected) contribution of boards to strategy, and to apply alternative methods to fully capture the impact of board processes and dynamics on strategy making. Practical Implications: The increasing interest in boards of directors’ contribution to strategy echoes a movement towards more strategic involvement of boards of directors. However, best governance practices and the emphasis on board independence and control may hinder the board contribution to the strategic decision making. Our study invites investors and policy-makers to consider the requirements for an effective strategic task when they nominate board members and develop new regulations.

An Observational Analysis of the Impact of Board Dynamics and Directors' Participation on Perceived Board Effectiveness

This study addresses calls for closer examination of board dynamics by offering an inside view of director interactions. Video-observations of three board meetings at each of two Australian corporations matched with director interviews and secondary data reveal distinct patterns of director interactions, their sources of variation and impact on perceived board effectiveness. Our data reveal that director interactions are multi-dimensional and dynamic: while group interactions across agenda items are similar, with a few directors leading the discussion, the contributing directors change across items. Moreover, directors’ inclusiveness and evenness of participation are associated with higher perceptions of board effectiveness. Last, we find that director interactions change with the nature of the items, board climate and board meeting arrangements. The study contributes to the literature by moving beyond the individual-level analysis of directors’ skills or independence, and offering a detailed view of how the joint group and individual dimensions of board dynamics affect board functioning.

Inside the boardroom: exploring board member interactions

This study aims to open-up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes. Design/methodology/approach: We analyse videotaped observations of board meetings at two Australian companies to develop insights into what directors do in meetings and how they participate in decision-making processes. The direct observations are triangulated with semi-structured interviews, mini-surveys and document reviews. Findings: Our analyses lead to two key findings: (i) while board meetings appear similar at a surface-level, boardroom interactions vary significantly at a deeper level (i.e. board members participate differently during different stages of discussions) and (ii) factors at multiple levels of analysis explain differences in interaction patterns, revealing the complex and nested nature of boardroom discussions. Research implications: By documenting significant intra- and inter-board meeting differences our study (i) challenges the widespread notion of board meetings as rather homogeneous and monolithic, (ii) points towards agenda items as a new unit of analysis (iii) highlights the need for more multi-level analyses in a board setting. Practical implications: While policy makers have been largely occupied with the “right” board composition, our findings suggest that decision outcomes or roles’ execution could be potentially affected by interactions at a board level. Differences in board meeting styles might explain prior ambiguous board structure-performance results, enhancing the need for greater normative consideration of how boards do their work. Originality/value: Our study complements existing research on boardroom dynamics and provides a systematic account of director interactions during board meetings.

Power and paradigms: The Dutch response to pressures for shareholder value

Manuscript Type. Empirical. Research Question/Issue. In recent years, research aimed at identifying and relating the antecedents and consequences of diffusing organizational practices/ideas has turned its attention to debating the international adoption and implementation of the Anglo‐American model of corporate governance, i.e., a shareholder value orientation (SVO). While financial economists characterize the adoption of an SVO as necessary and performance‐enhancing, behavioral scientists have disputed such claims, invoking institutional contingencies in the appropriateness of an SVO. Our study seeks to provide some resolution to the debate by developing an overarching sociopolitical perspective that links the antecedents and consequences of the adoption of the contested practice of SVO. Research Findings/Insights. We test our framework using extensive longitudinal data from 1992–2006 from the largest listed corporations in the Netherlands. We find a negative relationship between SVO adoption and subsequent firm performance, although this effect is attenuated when accompanied by greater SVO alignment among major owners and a firms visible commitment to an SVO. Theoretical/Academic Implications. This study extends prior research on the diffusion of contested organizational practices that has taken a sociopolitical perspective by offering an original contingency perspective that addresses how and why the misaligned preferences of corporate owners will affect (i) a companys inclination to espouse an SVO, and (ii) the performance consequences of such misalignment. Practitioner/Policy Implications. This study suggests that, when board members are considering the adoption of new ideas/practices (e.g., SVO), they should consider the contextual fitness of the idea/practice with the firms owners and their interests.

Habitual accountability routines in the boardroom: how boards balance control and collaboration

Purpose - Corporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external to internal accountability mechanisms primarily occurs at the board of directors. Yet outside of incentive mechanisms, we know surprisingly little about how internal actors (management) are held to account by the representatives of external shareholders (the board). The purpose of this paper is to explore the process of accountability at this transition point by documenting the routines used by boards to hold the firm’s management to account. In doing so, we develop the understanding of the important transition between internal and external firm accountability. Design/methodology/approach - An inductive, case-based approach identifies recurrent behaviour patterns in two matched boards over three video-taped meetings. Sequential analysis of coded group and individual behaviours provides insight into boards’ accountability routines. Findings - The boards engaged in clear, recurrent accountability routines. Individuals on the boards play different roles in these routines depending on the issue before the board, allowing both directors and managers to hold each other to account. The outsiders (directors) both challenge and support the insiders (managers) during board discussions, switching their behaviours with different agenda items but maintaining a consistent group level of support and scepticism across the meeting. This allows for the simultaneous development of trust and verification at the group level, a necessary condition for effective accountability. Research limitations/implications - As board relationships and organisational context are highly variable, future research should concentrate on testing the generalizability of the results across different board and shareholder structures. Practical implications - The results call into question the current governance focus on the independence of the individual director, as the authors identify that all directors appear to act as agents at one time or another in a meeting. Accountability at the boardroom level requires an effective group process not usually addressed in governance recommendations or regulation. Originality/value - This study provides unique insights into board dynamics, documenting the accountability implications of group behaviours. By focussing on the group process, the authors highlight the potential mismatch of monotonic, individual-level approaches to governance and accountability prevalent in current agency approaches.

The influence of board chairs on director engagement: A case‐based exploration of boardroom decision‐making

Research Question/Issue This study seeks to better understand how board chairs, as leaders and equals, shape the context for other directors to engage in their governance roles. Research Findings/Insights Using a combination of video-taped board meetings and semi-structured interviews with directors at three corporations, we found a generalized and negative association between chair involvement and directors’ engagement during board meetings. Theoretical/Academic Implications Our empirical results suggest that the chair’s role can be viewed as a paradox requiring both (i) strong leadership to counter managerial power, and (ii) a more subtle orientation as peer to fellow directors that enables other board members to contribute to boardroom decision-making. Moreover, our study revealed the transitory nature of both chair contributions and directors’ engagement during meetings, highlighting the potential and need for further unpacking of the temporal dimensions of boardroom decision-making processes. Practitioner/Policy Implications Our analysis suggests a revision of the implicit prescription in the literature for board chairs to be active leaders who lead from the front. Given that chair involvement appears to reduce director engagement during meetings, our research hints at the need for a more supportive role of the chair during boardroom decision-making that is in line with non-traditional leadership models.

Following Fashion: Visible Progressiveness and the Social Construction of Firm Value

A central tenet underlying studies on management fashions is that the diffusion of novel forms, models and techniques is driven by an institutional norm of progress, which is the societal expectation that managers will continuously use ‘new and improved’ management practices. We add to the literature on management fashions by arguing that, if the display of progressiveness in the manner of managing and organizing is expected of organizations, firms that are visibly progressive would be evaluated more positively by organizational audiences following this institutional prescription. Using article counts of co-occurrences of firms and various fashionable management practices in Wall Street Journal, we hypothesize positive effects of such associations on security analysts’ evaluations of these firms. Results support this hypothesis. Our study enriches the management fashion literature by highlighting the consequential relevance of organizational adherence to the norm of progress.

Exploring Board Dynamics: Director Participation during Board Meetings

Despite board meetings representing the main arena where directors discharge their duties and make critical corporate decisions, we know little about what occurs in the boardroom. Consequently, there is increasing academic interest in understanding how meetings are run and how directors participate. This study contributes to this emerging literature by exploring the impact of board meeting arrangements on directors’ interactions and perceptions of meeting effectiveness. We video-taped board meetings at two Australian corporations operating in the same industry and use an in-depth analysis of interactions and board processes to reveal that a rather small difference in meeting arrangements (i.e. the timing and length of meetings) had a significant influence on interaction patterns. Specifically, given significant amounts of environmental turbulence in the sector, director inclusiveness and participation were reduced as time pressure increased due to shorter meetings, lowering director perceptions of meeting effectiveness.