147

Corporate Governance: An International Review, 2013, 21(2): 147–164

Board Task Evolution: A Longitudinal Field

Study in the UK
Silke Machold* and Stuart Farquhar

ABSTRACT

Manuscript Type: Empirical

Research Question/Issue: Several studies have investigated the antecedents of board tasks but there are disagreements
about the number of tasks, their content and how they are operationalized. Moreover, the question of how board tasks
evolve is under-researched. This study seeks to map the patterns of board tasks over time and the contingent conditions
under which they evolve.
Research Findings/Insights: By means of a longitudinal observation study of six UK boards, this study shows how board
task profiles can be categorized according to (1) the range of tasks boards engage with, (2) the degree and mode of
adaptability of board tasks to changing strategic contexts, and (c) the extent to which boards are passive.
Theoretical/Academic Implications: Traditional governance theories such as agency and resource-dependency perspec-
tives provide insights to the content of board tasks, but do not explain how and why these tasks change. Combining
traditional conceptualizations of board tasks with a process-based theoretical lens offers new insights into board tasks and
how effectively they are performed.
Practitioner/Policy Implications: The results show how boards can better structure their activities to make effective use of
scarce meeting time. Activities such as dissemination of information should be curtailed to leave more room for board debate
on strategic issues. The study also highlights how board evaluations may benefit from having a “fly-on-the-wall” observer.

Keywords: Corporate Governance, Board Tasks, Longitudinal Observation Study

INTRODUCTION Minichilli, Zattoni, & Zona, 2009; Payne, Benson, & Finegold,
2009; van den Heuvel, van Gils & Voordeckers, 2006; Zona &

E arly research on boards was primarily concerned with

how, and to what extent, board structure and composi-
tion affected corporate performance (Dalton & Dalton, 2005;
Dalton, Daily, Ellstrand, & Johnson, 1998). Yet this focus on
the “usual suspects” failed to provide meaningful insights
into what is actually happening in the boardroom and, more
importantly, the ways in which boards can contribute to
organizational value creation (Finkelstein & Mooney, 2003;
Lawrence, 1997). In relation to the latter, scholars have theo-
retically and empirically investigated board tasks, theoreti-
cally derived constructs denoting the cognitive outcomes of
boards’ work (Forbes & Milliken, 1999; Hillman & Dalziel,
2003), the performance of which directly impacts on organi-
zational performance (Forbes & Milliken, 1999; Gabrielsson
& Winlund, 2000; Huse, 2007; Ingley & van der Walt, 2005;
*Address for correspondence: Silke Machold, Reader in Governance and Ethics,
Management Research Centre, University of Wolverhampton Business School, MN
Building, Nursery Street, Wolverhampton WV1 1AD, UK. Tel: +44 1902 323970;
Fax: +44 1902 321724; E-mail: s.machold@wlv.ac.uk
Zattoni, 2007).
Whilst this research stream on board tasks has undoubt-
edly added to our understanding of what makes boards
effective, there nevertheless remain gaps in our knowledge.
First, there are disagreements amongst scholars about the
number of board tasks (Forbes & Milliken, 1999; Hillman &
Dalziel, 2003; Hung, 1998; Zahra & Pearce, 1989), the content
of these tasks (Minichilli, Zattoni, Nielsen, & Huse, 2012;
Stiles & Taylor, 2002; van den Heuvel et al., 2006; van Ees,
van der Laan, & Postma, 2008), and the precise definition or
delineation of roles and tasks (Huse, 2007; Petrovic, 2008).
This has resulted in scholars theoretically selecting and mea-
suring either a single board task (Zhang, 2010) or a set of
board tasks (Minichilli et al., 2009), at the cost of neglecting
a more holistic understanding of the gestalt of board tasks.
Put differently, we have assembled and labeled the parts of a
jigsaw on board tasks but have yet to see a complete picture
of board task constellations. Second, there has been a
welcome shift toward generating primary data on board
tasks, their antecedents, and board task performance, with

© 2013 Blackwell Publishing Ltd

doi:10.1111/corg.12017
148
surveys becoming the main data collection instrument
(Payne et al., 2009). However, board task performance is
captured using multi-item perception measures by often a
single respondent from the board (Minichilli et al., 2009;
Zhang, 2010). As Peck (1995) notes, research based on actors’
accounts of their own performance often lacks independent
verification, and may be influenced by directors giving
responses that they see as socially desirable. Third, with
some notable exceptions (Huse, 2007; Huse & Zattoni, 2008;
Maitlis, 2004; Pye, 2000), most studies have utilized a cross-
sectional research design that limits our insights and under-
standing of contextual and dynamic aspects of board tasks
(Gabrielsson & Huse, 2004). The question of how board tasks
unfold and evolve is as yet unanswered. In sum, the lid of
the black box has been lifted but there remain many dark
corners.
The purpose of this article is to address the gaps in our
understanding of board tasks and, inter alia, task perfor-
mance through a longitudinal observation study of six UK
boards. Taking a processual perspective, we show not only
the patterns and range of tasks that boards perform, but how
these tasks evolve, which provides new insights into how
they are performed. Our findings identify a continuum of
board task profiles based on boards’ balance of activity and
passivity, the range of tasks performed, and the adaptability
of the patterns of board tasks in response to changing stra-
tegic contexts. We argue that understanding how boards
change their emphasis on board tasks is as important as what
these tasks encompass, which calls for extensions to the
current theoretical frameworks underpinning board task
research (Hillman & Dalziel, 2003). Finally, by adopting a
research method different from the mainstream, the paper
seeks to contribute to the small but growing body of studies
that are grounded in the field and speak to both theory and
practice (Maitlis, 2004; Parker, 2007; Pye, 2000).
The paper is organized as follows. First, the theoretical
foundations of board tasks are reviewed and research ques-
tions articulated. This is followed by a description of the
research methods employed including a reflection on obser-
vation methods in board contexts. The findings from the
study are then presented and discussed in relation to the
extant literature. The article concludes with recommenda-
tions for research and practice.
THEORETICAL FOUNDATIONS TO
BOARD TASKS
What boards do and how that affects firm performance have
been the subject of research for some time (Baysinger &
Butler, 1985; John & Senbet, 1998; Judge & Zeithaml, 1992;
Zahra & Pearce, 1989). Two drivers have motivated this
research agenda. First, ever since Mace (1971) concluded
that many boards are purely ornamental “rubber stamps,”
researchers have been interested in identifying the differ-
ences between active and passive boards, and how different
board types affect firm performance (Pearce & Zahra, 1991).
This strand of research inevitable drew attention to what
boards do, both theoretically and empirically. The second
impetus for the study of board tasks derived from the unsat-
isfactory results of so-called input-output studies (Daily,
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CORPORATE GOVERNANCE
Dalton, & Cannella Jr, 2003; Finkelstein & Mooney, 2003).
Scholars including Pettigrew (1992b), Lawrence (1997), and
Forbes and Milliken (1999) urged us to go beyond parsimo-
nious board structure–firm performance models and focus
instead on how processes in and around the boardroom
shape governance. Building on models of teams and team
effectiveness, Forbes and Milliken (1999) observed that
boards are involved in a range of activities that make up
different board tasks. Board task performance, as a construct
denoting board effectiveness, was defined “as the board’s
ability to perform its control and service tasks effectively”
(Forbes & Milliken, 1999:492).
Subsequently, a host of theoretical and empirical studies
sought to identify and categorize board tasks as well as
measure board task performance (Hendry & Kiel, 2004;
Hillman & Dalziel, 2003; Hung, 1998; Minichilli et al., 2009,
2012; Ruigrok, Peck, & Keller, 2006; Stiles & Taylor, 2002; van
den Heuvel et al., 2006; Zahra & Pearce, 1989; Zona &
Zattoni, 2007). Zahra and Pearce (1989), in an early attempt
at integrating hitherto disparate theoretical streams, posited
three board tasks – control, service and strategy. Boards’
control task originates in agency theory (Fama & Jensen,
1983; Jensen & Meckling, 1976) and legalistic perspectives
(Johnson, Daily, & Ellstrand, 1996), whereas the service task
derives from resource-based approaches and resource
dependency theory (Hillman & Dalziel, 2003; Pfeffer, 1972).
The strategy task tends to be underpinned by a wider range
of theories, including strategic choice perspectives (Judge &
Zeithaml, 1992), stewardship theory (Hung, 1998), agency
theory (Stiles & Taylor, 2002), and a range of cognitive and
behavioral approaches (see Pugliese, Bezemer, Zattoni,
Huse, Van Den Bosch, & Volberda, 2009 for a summary).
Despite these advances in conceptualizing board tasks that
contribute to organizational performance, there remain a
number of contentious and also unexplored areas. First,
there are disagreements in the literature about the number
of tasks that are theoretically derived, their labels and the
activities included within these tasks. Table 1 summarizes
the key theoretical contributions on board tasks.
Depending on the degree to which theoretical predictions
are grained and clustered, scholars have identified any
number of tasks ranging from two (Forbes & Milliken, 1999;
Hillman & Dalziel, 2003) to six (Hung, 1998). Strategic tasks,
in particular, are either treated as a separate construct (Judge
& Zeithaml, 1992; Stiles & Taylor, 2002; Zahra & Pearce,
1989) or subsumed within control and service tasks (Forbes
& Milliken, 1999; Hillman & Dalziel, 2003; Johnson et al.,
1996). The task derived from resource-dependency and/or
resource-based theory has been labeled miscellaneously as
resource provision (Hillman & Dalziel, 2003), service (Forbes
& Milliken, 1999; Zahra & Pearce, 1989), resource-
dependency (Johnson et al., 1996), or institutional (Stiles
& Taylor, 2002).
There is also significant variance in how these tasks are
operationalized in empirical studies. For example, the strat-
egy items used by van Ees et al. (2008) are similar to the
advice items by Minichilli et al. (2009). Monitoring and
control tasks vary from fourteen items (Huse, 2007) to three
(Carpenter & Westphal, 2001; van Ees et al., 2008). Only three
studies explicitly measured service tasks (Huse, 2007; Wan &
Ong, 2005; Zona & Zattoni, 2007). In sum, scholars have yet
© 2013 Blackwell Publishing Ltd
BOARD TASK EVOLUTION 149

TABLE 1
Theoretical Perspectives on Board Tasks

Author(s) Board tasks* and theoretical Description of the board activities that underpin the tasks
derivation

Zahra and Pearce Service role: resource dependency Co-opting of external resources, boards as boundary spanners,
(1989) theory enhancing of organizational legitimacy
Strategy role: resource dependency Review, approval, and advice on firm strategies
and agency theory
Control role: agency theory and Monitoring actions of executives, representing and protecting
legalistic perspective shareholders’ interests
Johnson et al. Control: agency, managerial Hiring and firing of CEO and other top managers, determining
(1996) hegemony, legal perspective executive pay, monitoring managers on behalf of shareholders
Service: agency theory, strategic Advising CEO and top managers on managerial issues, initiating and
choice formulating strategy
Resource dependency: resource Representing key external stakeholders, legitimizing the organization
dependency theory
Hung (1998) Linking role: resource dependency Co-opting external resources, link to and control of external
theory environment
Coordinating role: stakeholder Negotiation and compromise between firms’ stakeholders
theory
Control role: agency theory Control of managerial behavior
Strategic role: stewardship theory Reviewing and setting of firms’ strategies
Maintenance role: institutional Understanding and analyzing the external environment
theory
Support role: managerial hegemony Affirming managerial decisions
theory
Forbes and Control task: legal perspective, Decisions on recruitment, remuneration and dismissal of executives,
Milliken (1999) agency theory approval of major strategic decisions
Service task (not specified) Advice and counsel to executives, active participation in strategic
development and decision making
Stiles and Taylor Strategic role: agency, resource Strategy formulation and evaluation – board activities along a
(2002) dependency, stewardship continuum of levels of involvement
theories
Control role: agency, class Controlling budgets and planning (operational control activities),
hegemony, managerial strategic reviews and monitoring progress against strategic objectives
hegemony, resource dependency (strategic control activities), monitoring of the environment and
theories benchmarking, monitoring internal quality indices, linking the board
to external auditors, monitoring performance of CEO and top
managers, setting of executive compensation packages, disciplining
directors
Institutional role: resource Acquisition of firm-critical resources including capital, environmental
dependency theory scanning, legitimating the organization, fostering long-term
relationship with critical constituencies
Hillman and Monitoring and control function: Monitoring the CEO, monitoring strategy implementation, planning
Dalziel (2003) agency theory CEO succession and evaluating and rewarding CEO and top
management team
Provision of resources: resource Providing legitimacy, expertise, advice, and counsel, facilitating access
dependency theory to resources and linking firm to external stakeholders, building
external relations, aiding in strategy formulation
Sundaramurthy and Control role: agency theory Monitoring, disciplining, and scrutinizing internal decision makers
Lewis (2003) Service and advise role: stewardship Advising the management team and enhancing strategy formulation
theory

*Some scholars use the terms “role” or “function” instead of task to denote boards’ output. Whilst we have used the term board task in our paper,
the above table uses the authors’ original terminology.

© 2013 Blackwell Publishing Ltd Volume 21 Number 2 March 2013

150
to develop a consensus on the number of board tasks, their
theoretical derivation, and their empirical content.
The second under-explored area relates to questions
around the relative distribution of board tasks. For example,
how may we reconcile the seeming paradox of boards’
simultaneously controlling and collaborating with manage-
ment (Sundaramurthy & Lewis, 2003)? And do boards pay
attention to all tasks all the time (Tuggle, Sirmon, Reutzel, &
Bierman, 2010b)? One pragmatic approach has been to take
as a given that boards engage in a range of tasks, and to
explore board-level antecedents to such tasks based on team
perspectives and board capital (Forbes & Milliken, 1999;
Hillman & Dalziel, 2003; Huse, 2007; Minichilli et al., 2009;
Zona & Zattoni, 2007). An alternative approach, originally
advanced by Zahra and Pearce (1989), is to theorize contex-
tual contingencies as explanatory variables for the relative
distribution of tasks. In that vein, scholars have investigated
how board task constellations vary in different organiza-
tional contexts based on firm size (Gabrielsson & Winlund,
2000; van den Heuvel et al., 2006), ownership characteristics
(Ravasi & Zattoni, 2006), family involvement (Bammens,
Voordeckers, & van Gils, 2008), public and non-profit status
(Coombes, Morris, Allen, & Webb, 2011; Parker, 2007, 2008;
Peck, 1995), and firm crises (Mellahi, 2005; Minichilli &
Hansen, 2007). More recently, scholars also found that
macro-level institutional factors influence relative distribu-
tions in board tasks (Minichilli et al., 2012).
Contingency studies have thus explained differences in the
relative distribution of multiple board tasks based on firm-
level and institutional context. Less attention has been paid
to how contingencies may affect changes in board tasks. Huse
and Zattoni (2008) built on the theoretical propositions of
Lynall, Golden, and Hillman (2003) that board tasks evolve
during firms’ life cycle and found that boards’ primary
emphasis shifts from legitimacy tasks in the start-up phase,
to advisory tasks in growth, to control tasks during firm
crisis. The question remains whether life-cycle stages are the
only contingency affecting changes in board tasks. The influ-
ence of environmental changes (Hendry & Kiel, 2004), and
internal resource reconfigurations (Zahra & Pearce, 1989)
as firm-specific events impacting on tasks remain under-
researched. In sum, contingencies perspectives can poten-
tially explain patterns of board tasks and their evolution, but
we lack empirical studies on how contingencies shape board
tasks over time.
A third gap relates to how governance scholars have
approached the challenge of dealing with board process
research, specifically how board tasks have been operation-
alized. Van de Ven (1992) distinguished between three types
of, or approaches to, process research: (1) process as expla-
nation for variance, (2) process as category of concepts, and
(3) process as developmental event sequence. The traditional
input–output studies on boards exemplify the first
approach, whereas much of the emerging process research
on boards above is aligned with the second approach
(Carpenter & Westphal, 2001; Huse, 2007; Minichilli et al.,
2009, 2012; Payne et al., 2009; Ruigrok et al., 2006; Wan &
Ong, 2005). Here, scholars operationalize board task con-
structs as multi-item variables measured on Likert-type
scales in order to determine the extent to which a priori
defined activities are present in the sample. For instance,
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CORPORATE GOVERNANCE
studies measure board tasks by asking respondents to indi-
cate the extent to which the board is involved in monitoring
firm and CEO performance (Carpenter & Westphal, 2001;
Minichilli et al., 2012; Wan & Ong, 2005) or provides techni-
cal, managerial, or financial advice (Minichilli et al., 2012;
van Ees et al., 2008). Van de Ven (1992) argued that these
types of process studies can show us only if a process exists,
rather than how a process unfolds. Applying this theoretical
argument to board research, scholars have established if
boards are involved in tasks such as monitoring and control,
service, or strategy (or a sub-set of these), but not how these
tasks are sequenced and evolving.
Finally, there is a need to disentangle the relationships
between board tasks, board task performance, and firm per-
formance. As indicated above, Forbes and Milliken (1999)
draw a distinction between board tasks and board task per-
formance. Because of the difficulties associated with com-
prehensively measuring board task performance without
resorting to proxies (Forbes & Milliken, 1999), empirical
studies gage perceptions of board task involvement (Huse,
2007; Minichilli et al., 2009; Wan & Ong, 2005), or board
members’ perceptions of their own effectiveness (Payne
et al., 2009). To validate such perception measures, and to
establish whether board task performance indeed predicts
organizational performance, recent studies also tested, and
found support for, the positive link between board task and
firm financial performance (Minichilli et al., 2012; Payne et
al., 2009). However, Judge and Zeithaml (1992) found only a
weak link between boards’ strategy involvement and firm
financial performance. Mace (1971) showed that boards
became more active in response to firm crisis (poor perfor-
mance), and recent research found that boards’ attention to
monitoring is affected by deviations from prior firm finan-
cial performance (Tuggle et al., 2010b). These contradictory
findings suggest a need to unpick the cause-and-effect rela-
tionships between board tasks, board task performance, and
organizational performance.
Despite the substantial advances in knowledge on board
tasks, further research is called for to address the gaps out-
lined above. In order to reconcile disagreements amongst
scholars about the number, content, and operationalization
of board tasks, fresh methodological approaches are
required that are capable of mapping what boards do in
practice against existing theoretical constructs (van den
Heuvel et al., 2006). Qualitative research, in particular, can
uncover new and hitherto unexplored board tasks (Parker,
2007; Ravasi & Zattoni, 2006), thus extending current board
theories. Further, contingency perspectives have been
advanced as an explanation for differences and changes in
patterns of board tasks (Minichilli et al., 2012; Pye, 2004;
Zahra & Pearce, 1989), but studies on how contingencies
align with board task evolution are rare (Gabrielsson &
Huse, 2004). Finally, the relationship between patterns in
board tasks and organizational performance warrants
further attention given the apparent contradictions in the
literature (Minichilli et al., 2012; Tuggle et al., 2010b).
This article therefore aims to provide a processual under-
standing of board tasks by means of a longitudinal observa-
tion study. A processual perspective is characterized by
“focus on action in context” (Maitlis, 2004:1279), or “a
sequence of individual and collective events, actions, and
© 2013 Blackwell Publishing Ltd
BOARD TASK EVOLUTION
activities unfolding over time in context” (Pettigrew,
1997:338). The aim is to depart from extant studies that
viewed board tasks as discrete categories with variable
qualities, as these are only capable of providing a steady-
state snapshot of what boards do (Pettigrew, 1997). Instead,
by observing the activities that boards perform over time,
charting their sequence and distribution in relation to
unfolding events, and locating board tasks in organizations’
strategic contexts, we aim to contribute to the small but
growing body of research that questions whether board
tasks are homogeneous and linear (Parker, 2007; Pye, 2004;
Tuggle et al., 2010b). Specifically, we seek answers to two
questions: What is the pattern of activities, and related theo-
retical tasks, that boards perform over time? How are con-
tingencies in and around organizations associated with
changes in board tasks? In the next section, we turn to a
discussion of how these research questions are addressed.
METHODS
The Case Study Approach and Sample
In keeping with traditions of processual analysis (Langley,
1999; Pettigrew, 2012; van de Ven, 1992), a multiple case
study approach was chosen in order to observe how board
tasks unfold over time. The comparative logic inherent in
multiple case study design, combined with longitudinal data
from different sources, enables us to address questions
about patterns of board tasks and contingency effects whilst
staying empirically close to the phenomenon of what boards
do (Eisenhardt, 1989, 1991; Yin, 1981).
Two theoretical considerations shaped our search for par-
ticipating boards (Eisenhardt, 1989). First, following the
contingency logic, we sought to sample organizations of
different sizes and organizational motivations (public, for
profit and non-profits), in order to identify whether board
task profiles are indeed different in such settings. Direct
empirical comparisons of this nature have rarely been done
(Judge & Zeithaml, 1992), even though the logic of context in
explaining board task involvement is implicitly or explicitly
present (Coombes et al., 2011; Fama & Jensen, 1983; Gabri-
elsson & Winlund, 2000; Parker, 2007). Second, life-cycle
theory is used to explain why boards change their involve-
ment in board tasks (Huse & Zattoni, 2008; Lynall et al.,
2003). Theoretical sampling of organizations at the same
stage of the life cycle is therefore necessary in order to
uncover hitherto unexplored determinants of change, which
may be related to different change processes (van de Ven,
2007). We chose to observe boards in mature organizations,
drawn from the service sector that is the largest contributor
to UK gross domestic product (GDP) (Office for National
Statistics, 2012).
The difficulty of access to boards and directors is well
documented in the literature (Daily et al., 2003; Leblanc &
Schwartz, 2007). Directors are notorious for being busy indi-
viduals (Leblanc & Schwartz, 2007), boards discuss and
decide on highly sensitive topics (Daily et al., 2003), and
board members have been described as an elite, tightly
bound by social conventions (Useem, 1982). All of these
factors make access, especially for observation by an “out-
sider,” difficult. In order to reconcile the difficulties of access
© 2013 Blackwell Publishing Ltd
151
with the need for theoretical case selection, we utilized three
of the access strategies identified by Leblanc and Schwartz
(2007) – peer process route, guest lecturing, and utilizing
gatekeepers. A total of ten organizations were initially con-
tacted (four not-for-profits, four private, two public) and five
of these agreed to participate. Access to a sixth organization
(Epsilon) was gained through cross-referral from Alpha’s
board. Table 2 summarizes the key features of the case orga-
nizations and their boards and how access was gained.
Data Collection
As is common in case studies, data were collected using a
range of methods (Huse & Zattoni, 2008; Maitlis, 2004;
Parker, 2007; Samra-Fredericks, 2000a, 2000b). Following
initial contact with the board, a meeting was arranged with
either the chair or CEO, which served as the setting for a
semi-structured interview. The interview focused on obtain-
ing background information on both the organization and
the board, in addition to which it served as a vehicle for
discussing the main observation study in order to address
any concerns by the participants regarding anonymity and
confidentiality. The second data source was documents and
these included board papers and publicly available informa-
tion (e.g., from annual reports, data held by the UK Charity
Commission for the voluntary sector organizations, etc.).
These provided further contextual information about the
boards and organizations, including financial data and key
performance indicators.
The final and main data collection method was direct
observation of board meetings, conducted by the lead
author. Huse and Zattoni (2008) contrast the main observa-
tion methods in boards as “fly-on-the-wall” and “one-of-the-
lads” studies, with their research falling in the latter
category, as one of the authors was the boards’ chairperson.
Parker (2007) also favors complete member researcher
(CMR) design in his longitudinal fieldwork. In this study, we
deliberately chose a “fly-on-the-wall” design over “one-of-
the-lads”, in order to generate detailed verbatim accounts of
the activities boards engaged with and their unfolding
context. Both legal and normative demands on contempo-
rary board members are such that active participation in
boards’ business may preclude additional immersion in an
observer role. Recordings of board meetings could have
mitigated this (Samra-Fredericks, 2000b), but there were
formidable logistical challenges to recording in different
venues and settings. More decisively, when broaching the
issue of recordings, none of the boards were comfortable
with it and to maximize the potential for “business as
normal,” this option was discarded.
Several steps were taken to ensure robustness in the
observation design (Maitlis, 2004), including: (1) prior desk
research on the organizations and boards to ensure the
researcher’s familiarity with the research context; (2) pre-
observation written and verbal briefings to the board, and
informed consent (Parker, 2007); (3) a longitudinal design
facilitating that participants became familiar with the
researcher’s presence (Maitlis, 2004); and (4) end-of-
observation feedback to boards that is both incentive to
participate and opportunity to verify emerging findings
(Huse & Zattoni, 2008; Leblanc & Schwartz, 2007).
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152 CORPORATE GOVERNANCE

The observations started in November 2007 and were com-

Current board member

Former board member
pleted in December 2009. This period was characterized by

Informal gatekeeper

Informal gatekeeper
upheavals in the UK and global economic and political envi-
Accessed via ronment, and hence represented a unique opportunity to
observe boards under conditions of environmental uncer-

Peer network

Peer network
tainty (Hendry & Kiel, 2004). The aim was to observe at least
a full year’s cycle of meetings for each board. As it was not
always possible to attend every board meeting (mainly
because of clashes in dates), some boards were observed for
longer than one year. In total, 31 board observations took
during observation place, amounting to approximately 65 hours. For Beta, the
Separate but no CEO

annual observation cycle could not be completed as the orga-

nization went into administration during the research
CEO duality

period. The observations were confined to the main board

meetings rather than sub-committees because only two
boards had sub-committees, and in these two instances
Dual role
period
Separate

Separate

Separate
Separate verbal and written feedback from the sub-committees was
presented at the main board. Table 3 provides a summary
*Size definitions based on UK classification by number of employees: micro < 10, small < 50, medium < 250, large > 250. of the observation points, the meeting lengths, the papers
Summary of Case Study Organizations and Their Boards

available to boards and meeting venues.

As mentioned above, it was not possible to record board
Number of

directors

meetings and instead an observation schedule was kept. In

outside

each meeting, structural observations on who attended, the

12
9

0
14
5

meeting length and venue were recorded (see Table 3 for

details). Then, detailed notes were taken on the actual activi-
ties boards engaged with and carried out, to generate a ver-
batim account of what boards did and in what sequence. The
Size of
board

observation notes were supplemented with and checked

15
10

11

22
17
9

against the board minutes (Tuggle, Schnatterly, & Johnson,

TABLE 2

2010a), although the minutes were much more abbreviated

than the transcript notes. The time spent on each activity was
Not for profit
Not for profit

Not for profit

Not for profit

also recorded to quantify the relative proportion of board

Motive

For profit

time taken up. Finally, observation notes were taken on any

adjunct events happening within the organizations and the
Public

organization’s environment, which were recorded as inter-

nal and external contingencies against each meeting. This is
congruent with processual studies seeking to capture
Health advisory services

Partnership and support

“reality in flight” (Pettigrew, 2012:1305), and enables us to

address our questions on how changing contexts shape
Engineering, training

what boards do. Again, these were supplemented with and

Planning services

cross-referenced against documentary data.

Support services
Sector

services

Tourism

Data Analysis
Data analysis proceeded in two stages. Following the recom-
mendations by Eisenhardt (1989, 1991), the first stage of the
analytical procedure involved a “within-case” analysis of
each of the boards. Here, we first completed a case write-up
Regional

Regional

National
National
Scope

of (1) the observed activities for each board at every board

Local

Local

meeting alongside the board time spent on it, and (2) the
adjunct events (contingencies) which happened at and
during the board meetings. This was followed by data
Medium

Medium

coding guided by a number of a priori theoretical constructs

Size*

Large
Large
Small
Small

for codes. The observed board activities (and the time spent
on each) were first coded into monitoring and control tasks,
service tasks, and strategy tasks (Huse, 2007; Ruigrok et al.,
2006; Wan & Ong, 2005; Zahra & Pearce, 1989). Any activities
Gamma

Epsilon

that did not “fit” into these three categories were assigned to
Alpha

Delta
Case

Zeta

a category of “other.” For contingencies, or adjunct events,

Beta

we simply coded these into categories of “external” and

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 TABLE 3
Summary of Observations

Case meeting Meeting Number of board members Pre-circulated papers (papers Meeting venue
length (min) present (of total) tabled at meeting)

© 2013 Blackwell Publishing Ltd

Alpha 1 130 10 (15) Agenda, minutes, CEO report, core activities report Company HQ meeting room 206
(management accounts)
Alpha 2 110 10 (15) Agenda, minutes, CEO report, core activities report, draft Company HQ meeting room 206
BOARD TASK EVOLUTION

business plan (financial performance data)

Alpha 3 80 10 (15) Agenda, minutes, CEO report, management accounts, business Company HQ boardroom
plan, chair’s report
Alpha 4 115 12 (15) Agenda, minutes, special resolution paper, CEO report, core Company HQ boardroom
activities report, financial report, grievance procedures
(publicity materials)
Alpha summary: observed 4 of 4 meetings, no sub-committees, average meeting length 109 minutes
Beta 1 145 8 (10) Agenda, minutes, projects report, administration report, Company premises meeting
financial report, staffing report (report on strategic options room
for Beta’s future)
Beta 2 140 9 (10) Agenda, minutes, projects report, administration report, Boardroom of X (bidder)
+CEO and senior manager from proposed financial report, staffing report (proposal for restructuring
partner present for 120 minutes and integration of Beta into X)
Beta 3 100 5 (10) Agenda, minutes, draft strategy for Beta Boardroom of X (bidder)
+CEO and senior manager from proposed
partner present for 90 minutes
Beta summary: observed 3 of 3 meetings (normally 4 per annum), no sub-committees, average meeting length 128 minutes
Gamma 1 115 8 (11) Agenda, minutes, sub-committee reports, governance structure Company HQ boardroom
paper, report of service level agreements, proposed new
organizational structure, letter to board on external audit
outcome
Gamma 2 110 10 (11) Agenda, minutes, fire safety report, finance sub-committee Company HQ boardroom
report, Terms of Reference for board sub-committees,
amended organizational structure
Gamma 3 75 6 (11) Agenda, minutes, review of board procedures, finance Company HQ boardroom
sub-committee report, minutes of sub-committees,
investment report, management accounts, budget report,
project report

Volume 21
Gamma 4 65 8 (11) Agenda, minutes, governance report, pension trust report, Company HQ boardroom
business plan, sickness management policy, invitation letter
to external event
Gamma 5 75 8 (11) Agenda, minutes, report on business plan progress, final Company HQ boardroom
sickness management policy, board report
Gamma 6 105 8 (11) Agenda, minutes, business plan progress update, sustainable Company HQ boardroom

Number 2
funding and investment plan, board work plan, minutes of
sub-committees (CEO update on operations)
Gamma 7 125 9 (11) Agenda, minutes, finance report, external impact review, special Company HQ boardroom
resolutions, strategic plan, business plan progress, policy
review, annual health and safety report, letters to board
Gamma 8 147 8 (11) Agenda, minutes, board report, business plan review (finance Company HQ boardroom
report)
153

March 2013
 154

TABLE 3 Continued

Volume 21
Case meeting Meeting Number of board members Pre-circulated papers (papers tabled at meeting) Meeting venue
length (min) present (of total)

Gamma summary: observed 8 of 9 meetings (annual cycle changed from 12 per annum to 6 per annum during observation period), 4 sub-committees not observed, average meeting
length 101 minutes

Number 2
Delta 1 195 22 (22) Agenda, minutes, report from key committees, risk register, Company HQ, cinema room
quarterly performance review
Delta 2 195 20 (22) Agenda, minutes, risk register, quarterly performance review Company HQ, cinema room
Delta 3 170 20 (22) Agenda, minutes, risk register, quarterly performance review, Company HQ, cinema room
report on re-location
Delta 4 165 18 (22) Agenda, minutes, risk register, quarterly performance review, Company HQ, cinema room
briefing paper on management processes

March 2013
Delta summary: observed 4 of 4 meetings (annual cycle of 4), no sub-committee, average meeting length 181 minutes
Epsilon 1 80 14 (17) Agenda, minutes, finance and planning report, KPI monitoring Company HQ meeting room 1
report, budget
Epsilon 2 110 12 (17) Agenda, minutes, finance sub-committee report, minutes from Company HQ meeting room 1
operations sub-committee, letters to board, board meeting
schedule
Epsilon 3 95 9 (17) Agenda, minutes, conference announcements, financial Company HQ meeting room 2
accounts, budgets, induction schedule for board members
Epsilon 4 100 9 (17) Agenda, minutes, sub-committee reports, risk assessment, Company HQ meeting room 1
business plan, review of complaints, draft budget report,
external consultation report (letters to board)
Epsilon 5 122 12 (17) Agenda, minutes, sub-committee reports, annual monitoring Company HQ meeting room 1
report, budget report
Epsilon 6 115 11 (17) Agenda, minutes, sub-committee reports, KPI monitoring Company HQ meeting room 1
report, annual accounts and board report, audit report (letters
to board)
Epsilon summary: observed 6 of 6 meetings (annual cycle of 6), 2 sub-committees not observed, average meeting length 104 minutes
Zeta 1 120 9 (9) Agenda, minutes, financial report, CEO report, operations Company premises “Music
reports, room”
Zeta 2 150 8 (9) Agenda, minutes, financial report, CEO report, operations Company premises “Stewards
reports room”
Zeta 3 150 8 (9) Agenda, minutes, financial report, CEO report, operations Company premises “Stewards
reports (letters to board) room”
Zeta 4 182 9 (9) Agenda, minutes, financial report, CEO report, operations Company premises “Stewards
reports, (marketing report) room”
Zeta 5 140 9 (9) Agenda, minutes, financial report, CEO report, planning Company premises “Music
documents for extension to premises, operations reports room”
Zeta 6 150 9 (9) Agenda, minutes, financial report, CEO report, operations Company premises “Stewards
reports room”

Zeta summary: observed 6 out of 6 meetings, no sub-committees, average meeting length 149 minutes.

© 2013 Blackwell Publishing Ltd

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BOARD TASK EVOLUTION 155

TABLE 4
Data Coding and Examples

Code Description (derivation) Examples of board activities

Monitoring and • Monitoring, review and control of procedures and
control policies – behavioral control (Huse, 2007; Minichilli
et al., 2009; Zona & Zattoni, 2007)
• Monitoring and control of activities and budgets –
output/quantitative control (Huse, 2007; Minichilli
et al., 2009; Zahra & Pearce, 1989)
• Monitoring and control of business and strategic
plans – strategic control (Carpenter & Westphal,
2001; Minichilli et al., 2009; Wan & Ong, 2005)
• Control of executive team (Carpenter & Westphal,
2001; Huse, 2007; van den Heuvel et al., 2006;
Zahra & Pearce, 1989)
Service • Provision of resources (Hillman & Dalziel, 2003;
Wan & Ong, 2005)
• Mentoring (Huse, 2007)
• Advice (Huse, 2007; Minichilli et al., 2009; Wan &
Ong, 2005)
• External networking and legitimacy (Huse, 2007;
Minichilli et al., 2009; Zahra & Pearce, 1989)
Strategy • Taking strategic decisions (Judge & Zeithaml, 1992;
Huse, 2007; Ruigrok et al., 2006; Stiles & Taylor,
2002; Wan & Ong, 2005)
• Shaping strategic decisions (Judge & Zeithaml,
1992; Huse, 2007; Minichilli et al., 2009; Ruigrok
et al., 2006; Stiles & Taylor, 2002)
• Influencing content, process, and conduct of
strategy (Demb & Neubauer, 1992; Huse, 2007;
Minichilli et al., 2009; Ruigrok et al., 2006;
Pettigrew, 1992a)
External contingencies Adjunct external events and happenings (Gabrielsson
& Huse, 2004; Zahra & Pearce, 1989)
Internal contingencies Adjunct events and happenings within the
organization (Gabrielsson & Huse, 2004; Zahra &
Pearce, 1989)
• Board receives organizational risk
register and monitors areas of high
risk (red) with action points for
management
• Progress against business plan: board
receives quarterly update on progress
against targets and questions areas of
under- and over-performance
• Board advises management on
technical details of large contract bid
• Trustee recruitment and skills profile:
board discusses how best to
complement the existing knowledge
base and what channels and
networks could be used to recruit
new board members
• Board discusses whether the existing
strategy is fit for purpose, especially
whether to proceed with a
geographical expansion of the
organization
• Board members table and discuss
three strategic options: (a) merger,
(b) alliance, and (c) go-it-alone;
decision is taken on pursuing merger
option
• Changes in audit requirements
• UK and global financial crisis
• Relocation to new premises
• Loss of core staff (technical and
managerial)

“internal” (Zahra & Pearce, 1989). Table 4 outlines the codes,
their description and examples of observed activities and
events thus coded.
The two authors coded the data separately. Since the
second author was not involved in the data collection, and
could therefore only draw upon the verbatim transcript
notes, this step was important to check for the exclusivity of
the derived codes. The two coded datasets were then com-
pared. Inter-rater agreement was 96 percent, and Cohen’s
kappa of inter-rater reliability was .94 (p < .001), which is
considered “excellent” (Cohen, 1960; Fleiss, Levin, & Paik,
2004). Where there was disagreement among the raters, the
items were compared and discussed to arrive at a common
view on their categorization. Next, we developed an “ana-
lytical chronology” (Pettigrew, 1990:280), charting the length
and sequence through which board processes were unfold-
ing, alongside the external and internal contingencies. This
resulted in a type of “process flowchart” (Langley, 1999) for
each board as an outcome of the first stage of data analysis.
An example is provided in Figure 1.
Following the first stage, the analysis then proceeded
with a “cross-case” (Eisenhardt, 1989) or “meta level case”
(Pettigrew, 1990) analysis. Here, we followed the recom-
mendations for processual analysis by Pettigrew (1997) and
others (Bluhm, Harman, Lee, & Mitchell, 2011; Langley,
1999) in that we iteratively investigated (1) patterns across
the six cases in the incidence, distribution, and sequencing
of board tasks, and (2) the connectedness of contingencies

© 2013 Blackwell Publishing Ltd Volume 21 Number 2 March 2013

156
FIGURE 1
Data Analysis: Process Flowchart
(internal and external) to observed tasks. The challenge here
was to iteratively combine deductive logic (driven by the
research questions, and prior literature on board tasks) with
inductive reasoning, as only the latter allows for the emer-
gence of new theoretical insights to hitherto unanswered
questions (Langley, 1999; Pettigrew, 1997, 2012). To this end,
we checked our emerging findings against theoretical and
empirical board task studies to enhance internal validity
(Eisenhardt, 1989; Eisenhardt & Graebner, 2007; McPhee,
1990; Pettigrew, 1990). Where results were incongruent with
existing studies, we (1) re-interrogated the data across the six
cases to confirm or disconfirm the findings, and (2) teased
out the new theoretical implications of these results. The
next section presents the results.
FINDINGS
What Boards Do
The analysis shows that boards engage in activities that are
related to the theoretical tasks of monitoring and control,
providing service to the organization via advice, provision
of resources, and networking, and involvement in strategy
(Huse, 2007; Wan & Ong, 2005; Zahra & Pearce, 1989), albeit
to different degrees. Activities related to monitoring and
control were most prevalent (64 different recorded activities)
accounting for approximately 27 out of the 65 hours of
observed meeting time. The practice of boards tended
toward routine monitoring, manifested in periodic detailed
scrutiny of budgets; financial, market, and employee perfor-
mance; risk registers; and organizational policies and proce-
dures review. None of the boards formally evaluated the
CEO, top managers, or each other (Carpenter & Westphal,
2001; Huse, 2007; Wan & Ong, 2005), nor did boards plan
succession (Wan & Ong, 2005). Thus, the findings of Pye
(2001) that direct forms of control are eschewed by boards in
favor of detailed monitoring to satisfy demands for account-
ability remain relevant.
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Service and strategy tasks commanded considerably less
board involvement and time compared to monitoring – 25
service-related activities were recorded taking up a total of 8
hours board time, whereas activities related to the strategy
task numbered 13 and accounted for only 6 hours. The
activities related to service and strategy tasks shared simi-
larities in that both involved collaboration between the
board and management (Sundaramurthy & Lewis, 2003),
board dialogue (Pye, 2001), and advice (Forbes & Milliken,
1999). However, differences were evident in that activities
coded to strategic tasks involved directing over longer time
horizons (e.g., future-thinking and planning for major
investment projects or organizational expansion), whereas
activities related to the service task involved mobilization of
board resources to address short- to medium-term opera-
tional issues (e.g., legal and financial advice on types of
insurance policies). The question of how to separate these
tasks may therefore not have a theoretic answer as both are
underpinned by multiple theories. Instead, there is utility in
distinguishing the extent to which boards are future-
oriented and strategic, as compared to short-termist and
operational (Parker, 2007).
Finally, the coding exercise in this study revealed that
boards engage in a range of activities that are not easily
congruent with the theoretically derived tasks and which we
clustered for the purpose of analysis under “other.” In terms
of board time, these came second only to monitoring and
control, taking up a total of 24 hours of board time. Consider
the following board episode:
Alpha 3: (The board has just completed monitoring of the orga-
nization’s business plan, and approved changes to the plan for
the forthcoming year.) The Chair invites the CEO to speak to
the “CEO report” which is included in the board papers (three
pages). The CEO then talks for forty minutes “to the report”
including: X and Y were off sick for a week; an open day was
held which was attended by twenty people; Alpha is planning
for an office move and have sent communications to staff; two
© 2013 Blackwell Publishing Ltd
BOARD TASK EVOLUTION
TABLE 5
Examples of Legal Compliance Activities
Examples of formal legal compliance activities
• Formally recording election of new board member(s)
• Checking membership records to see if membership is
compliant with articles of association
• Formally recording board members’ liability insurance
• Receiving and recording resignations of board member
• Formally recording resolution on changes to articles of
association
• Formally recording resolution on board’s role in
grievance procedures
• Approving the board meeting schedule
• Delegating powers to approve accounts to
sub-committee
projects were completed (including detail on what those were)
but evaluations are held up by staff sickness; management team
are writing a report on quality standards (including processes
and systems which are described in detail). At the end of the
presentation, the chair thanks the CEO for her work and moves
on to the next agenda item, ideas for fundraising.
Such habitual presentations of operational aspects, with
board members as recipients of information, were evident in
all six boards, and formed part of each board’s idiosyncratic
routines. For example, in Epsilon at the start of each
meeting, the chair read out any correspondence received
and/or sent by her, including letters from clients and
responses to these. In Zeta, one director presented at each
meeting a painstaking account of the organization’s collec-
tion of artefacts, another director detailed land maintenance
operations. In Delta, at the end of each meeting, line manag-
ers presented an update on the operational happenings
within their departments. We called this category of activi-
ties “information dissemination,” as contrary to control and
monitoring, the board as a team had no active task to
perform.
A second group of “other activities” did involve the board
as a whole in discharging its legal requirements. Table 5
gives examples of what we called “legal compliance” activi-
ties. Compared to information dissemination, legal compli-
ance activities on their own took up a relatively small
proportion of boards’ meeting time. Typically, the board
would first provide advice and counsel on the issue in ques-
tion (e.g., policies and procedures, board work schedule),
which theoretically fitted with our category of “service”
(and was coded as such). Where boards departed from
service was a follow-on formal ritual such as a formal record
in minutes, board members signing documents, and/or a
formal vote being enacted through motion, seconding of
motion, and recording of yes and no votes and abstentions.
In that sense, legal compliance activities are part of boards’
internal housekeeping and control, as opposed to boards’
control of management.
Our observations thus confirm the existence of three board
tasks but also expand our knowledge by uncovering the
© 2013 Blackwell Publishing Ltd
157
FIGURE 2
Distribution of Board Tasks in Case Organizations:
Board Task Profiles
prevalence of activities which are not congruent with board
tasks as described in the literature (see Table 1). One way of
making sense of this observation is to view activities such
as information dissemination as indicators of degrees of
boards’ passivity. Hendry and Kiel (2004) observed that
academic discourse on boards shifted from managerial
hegemony-derived passivity to multi-theoretic approaches
explaining boards’ activity. Our findings show that neither
perspective fully captures what boards do, rather we find a
continuum of active board tasks and passive information-
reception episodes. We turn next to investigating differences
between boards.
Board Task Profiles and their Evolution
In order to address our first research question about patterns
of board tasks, we constructed a composite board task
profile, i.e., the distribution of tasks for each board based on
the relative length of time devoted to each task. Figure 2
graphically summarizes the six board task profiles based on
the composite amount of time devoted to each task, whereas
Table 6 shows the relative attention to each task based on
percentage board time.
The data make it evident that boards are not uniform in
how much time is devoted to different tasks. Delta and Zeta
are primarily involved in monitoring and control tasks that
account for approximately 66 percent and 62 percent of
board time, respectively. Alpha, Gamma, and Epsilon
engage in all three board tasks, albeit to varying degrees.
However, Alpha and Epsilon devote a significant propor-
tion of their time to passive information dissemination
activities. Beta appears to be a high-performing board due to
its high degree of involvement in strategy tasks (Pugliese et
al., 2009) and the lowest level of information dissemination,
but this occurred in the context of an organizational crisis
that resulted in Beta entering insolvency procedures.
Existing theoretical approaches provide only incomplete
explanations for these observations. Agency theory associ-
ates high degree of monitoring with independent board
structures (Jensen & Meckling, 1976; Johnson et al., 1996)
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158 CORPORATE GOVERNANCE

and complex organization, where decision agents are at a for, and actual performance of, service tasks in small-to-
distance from diffuse residual claimants as are found in medium firms (van den Heuvel et al., 2006), yet the two
non-profit organizations (Fama & Jensen, 1983). In contrast, small not-for-profits in our sample show only moderate
our data show high levels of monitoring in insider- levels of service involvement.
dominated boards (Delta) and low-to-medium levels in the We therefore turn to examining how the different board
four non-profit organizations. Resource-based and resource- task profiles evolve. Plotting the distribution of each task for
dependency theory have been advanced to explain the need each board meeting in the observation cycle, we find Delta’s
and Zeta’s task distribution virtually unchanged between
meetings, Beta shows moderate changes, and Alpha,
TABLE 6 Gamma, and Epsilon exhibit high degrees of variance in
Board Task Profiles Based on Percentage Board Time board task distribution over time. Figure 3 maps the six
Allocated to Tasks board task profiles. Figure 3 graphically shows that there is
an association between the range of board tasks and the
degree to which board tasks change. Boards with high levels
Monitoring Strategy Service Other of monitoring and control task (mono task-focused) exhibit
and control resilience to change over time, compared to multiple task-
focused boards, which show a capacity to adapt their activi-
Alpha 26% 7% 20% 47% ties and associated tasks.
Beta 5% 67% 11% 17% We further interrogated the data to examine whether
Gamma 40% 6% 23% 31% these changes in task emphasis are random or associated
Delta 66% 0% 0% 34% with particular events recorded under contingencies. We
Epsilon 23% 2% 24% 51% find two patterns. First, during the observation period, the
Zeta 62% 2% 3% 33% global financial crisis unfolded with financial institutions
going bankrupt, interest rates in the UK plummeting (in the

FIGURE 3
Board Task Patterns Compared: Multiple Tasks and Change

Single versus
multiple task
focus

Adaptability
of tasks

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BOARD TASK EVOLUTION
aftermath of a quick succession of rate increases), and the
UK economy entering recession. This rapidly changing
external environment triggered sharper monitoring of the
organizations’ financial situation, as opposed to more
routine monitoring of operations. Further, in each case the
board turned its attention to strategic issues (Alpha 2, 3,
and 4; Gamma 7; Epsilon 6), specifically a review of their
financial and investment strategies. Gamma and Epsilon
made radical changes to their financial portfolios, and their
risk planning, in order to safeguard the organizations in a
climate of uncertainty:
This has exposed the Achilles heel in our risk management and
planning, just like our investments, we need to look at strate-
gies for deposit accounts. (Deputy Chair, Gamma 7)
We must factor in the risk of public expenditure cuts, and that
means planning for even greater diversification of income
streams than we currently do. (Board member, Epsilon, 6)
The second pattern relates to changes in board tasks con-
comitant with internal resource re-configurations. This
encapsulated a range of events such as staffing changes
(Alpha 1 and 4; Gamma 1 and 7), movements to and sale of
premises (Alpha 1; Epsilon 2), installation of IT and manage-
ment systems (Alpha 1; Epsilon 5) and cash-flow problems
(Alpha 4; Gamma 6 and 7; Epsilon 5). It was in instances of
changes to the organizational resource base that these
boards became more involved in service tasks, i.e., providing
advice, mentoring staff, or even board members volunteer-
ing their own services.
With probable long-term absence of X, we are struggling to
keep accounts up to date. Can anybody help us with this?
(CEO, Alpha 1)
We should trust the task and finish groups to do their jobs but
they can always come to us for help. Attending the staff meeting
was a good idea to hear views on the staffing changes. (Board
member, Gamma 1)
The change process in board task combinations reflects
deliberate adaptation of the board to external environ-
mental change and internal organizational resource re-
configurations. Empirically, this shows a process whereby
boards match their tasks to firms’ strategic contexts (Hendry
& Kiel, 2004), which is similar to teleological process models
that focus on iterative change to accommodate achievement
of common goals (van de Ven, 2007; van de Ven & Poole,
1995). We next turn to a different kind of change observed.
Beta is a special case in that it also engaged in all three
tasks, exhibited a high degree of strategy involvement, and
adapted its task performance over time. The key difference
from the other cases lies in when and how Beta addresses
organizational under-performance, and the outcomes for
firm performance. Prior to the commencement of the obser-
vation, Beta found itself in financial difficulties, as its core
funding sources were drying up. In exercising control, the
board had removed the CEO, and appointed the previous
Head of Projects as interim senior manager. In consequence
of the management hiatus in the organization, the board
collectively, and board members individually, had become
more “hands on” in their involvement in the strategic as well
as day-to-day operational management. As the chair put it in
the pre-observation interview:
© 2013 Blackwell Publishing Ltd
159
“as this happened on my watch, I feel I have a responsibility to
offer my time in order to help the organization through this.”
(Chair Beta, Interview October 2007)
The unsustainability of these arrangements, combined with
a worsening financial situation, prompted the board to con-
sider strategic options for Beta, including: (1) restructuring,
(2) an alliance, and (3) a take-over by another organization.
In the course of the discussion, it emerged that neither (1)
nor (2) were feasible since the organization was already on
the brink of insolvency:
“This is like the Hitchcock life boat situation, and everybody
tries to cling onto it” (board member, Beta 1, November 2007)
A for-profit organization (X) had come forward that wanted
to incorporate Beta as a division into their business. The
strategic and operational implications of the different
options were debated and a decision taken to pursue the
offer from X. The two subsequent meetings involved the
CEO and a senior manager from X, and discussion and
debate on both X’s strategy and the options open to Beta
within this context. In the first joint meeting (Beta 2), Beta’s
board sought to structure the deal as a merger, with Beta
operating as an independent division within X. However,
the financial situation of Beta had deteriorated:
“What has happened to the reserves?” (board member)
“The reserves seem to have vanished.” (chair)
“I assumed you were more au fait with the situation.” (board
member) (Beta 2, January 2008)
X’s CEO made it clear that Beta’s options were limited:
“Because you as trustees cannot trade as insolvent.” (CEO of
X, Beta 2, January 2008)
At the final board meeting, the details of the proposed take-
over strategy were discussed, formal legal procedures initi-
ated, and associated documents signed. At this point X had
not completed due diligence. In the weeks following the
meeting, it became apparent that there was insufficient time
left for the “rescue” strategy by X to be implemented and
Beta went into insolvency procedures (see Figure 4 for dia-
grammatic presentation).
Previous studies on boards in crisis showed a spectrum of
board task involvement – from having intensified monitor-
ing and control (Huse & Zattoni, 2008), becoming more
intervening in decision making (Nadler, 2004), to conscious
inactivity (Mellahi, 2005). What our findings add is the
insight that a historical disconnect between board tasks,
management actions, and the evolving organizational needs
undermined the ability of the board to function effectively.
The board reacts to poor organizational performance by first
dismissing managers, then becoming more deeply involved
in management, and finally by evaluating and selecting stra-
tegic options, none of which halts deteriorating organiza-
tional performance, but instead results in a degenerative
loop (see Figure 4). Rather than a linear relationship
between board tasks and firm performance, the process here
is non-linear and characterized by a collision of actions by
board, management, and an external organization. Thus, it
has some resonance with a dialectic process model (van de
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160
FIGURE 4
Relationship between Board Tasks and Firm
Performance: Beta
Insolvency and bankruptcy
proceedings
Ven & Poole, 1995), albeit one that ends in organization
death instead of growth.
The implications of our findings for further research are
outlined in the following section.
DISCUSSION
Board Tasks and Task Performance
A growing stream of literature has investigated the ante-
cedents and consequences of board tasks but has done so
by conceptualizing tasks as discrete categories and empiri-
cally measured their variable qualities based on survey
responses (Minichilli et al., 2012; van den Heuvel et al.,
2006; Zona & Zattoni, 2007). This has left a number of ques-
tions unanswered, and this research set out to examine the
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evolution in patterns of board task, thus taking a holistic
and dynamic perspective on board task constellations in
situ. Our results provide a number of fresh insights into the
nature of tasks, which in turn help us clarify the concept of
board task performance and its relationship to organiza-
tional performance.
First, board tasks can be categorized into monitoring and
control, service and strategy tasks (Ruigrok et al., 2006;
Zahra & Pearce, 1989), but the differences between service
and strategy tasks are evident in their temporal dimension
rather than in their discrete alignment with governance
theories. A new insight emerging from the observations is
that not inconsiderable proportions of board meetings are
devoted to information dissemination and legal compliance
activities which have hitherto received limited scholarly
consideration (Peck, 1995). Given that tasks are time-bound
in board meetings, these activities detract boards’ attention
from their core tasks (Tuggle et al., 2010a). Information dis-
semination activities can be conceptualized as the boards’
passive component, which has received less recent attention
(Hendry & Kiel, 2004). Gabrielsson and Winlund (2000)
argued that boards showing low involvement in control and
service tasks are “paper boards” (p. 322). Our results suggest
the need for a more robust way of measuring this passive
component, including asking board members about the fre-
quency and length of presentations.
Our second insight derives from the plotting of board task
patterns over time. Here, we showed that boards fall into a
continuum based on the range of tasks performed and their
adaptability over time. Thus, the involvement of boards in
different tasks is not homogeneous, a finding which also
echoes recent research based on attention-based perspectives
(Ocasio, 1997; Tuggle et al., 2010a, 2010b). Where we provide
fresh insights is into the nature of the contingencies that affect
boards’ adaptability, and especially how external events
shape strategic task involvement, whereas internal resource
changes are accompanied by greater service task involve-
ment. Furthermore, in contrasting the different board pro-
files, we find a spectrum of boards’ adaptability – from no
reactions to pro-active or reactive responses. The latter we
evidenced in the case of a board in crisis where board tasks
were lagging behind organizational performance.
Whilst our focus has been on board tasks, the findings also
have implications for studies on board task performance.
Research on board task performance, defined as the ability
of boards to be effective in their tasks (Forbes & Milliken,
1999), relies increasingly on survey instruments and checks
against firm financial performance (Minichilli et al., 2012;
Payne et al., 2009). Our findings suggest that these may only
incompletely capture actual board task performance due to
limitations in (1) what is measured (different tasks and their
content), (2) what is not measured (boards’ passivity), and
(3) their inability to capture changes in board tasks. Scholars
should at the very least agree on common measures to
enable comparative, longitudinal, and meta-analyses of the
domain.
Implications for Theory
Van Ees, Gabrielsson, and Huse (2009) have made a welcome
endeavor to articulate behavioral theory as an alternative
© 2013 Blackwell Publishing Ltd
BOARD TASK EVOLUTION
theoretical perspective to agency theory. Core to their argu-
ments is the need to focus on actual rather than stylized
board processes, and the associated concepts drawn from
behavioral theory that underpin this theoretical lens. Our
research has traction with that theoretical agenda in that we
investigated board tasks not as a stylized set of constructs,
but as part of a holistic picture of what boards do by observ-
ing them in action. We showed that mainstream governance
theories such as agency or resource-dependency theory have
utility in explaining the content of board tasks, yet are not
capable of explaining why patterns of board tasks exist, nor
how board tasks evolve over time. There are two implica-
tions for theory arising from our results.
First, there have been only limited advances in theoreti-
cally explaining how board tasks evolve, and those relied on
life-cycle perspectives (Huse & Zattoni, 2008; Lynall et al.,
2003). These assume a linear change in the emphasis on
board tasks as firms pass through different life-cycle stages.
Our results show that board tasks can also change in firms at
the same stage of the life cycle, and that such change is
diachronic. Evidently, additional theoretical perspectives are
needed to explain this phenomenon. Van de Ven (1992, 2007)
and van de Ven and Poole (1995) developed a typology of
process theories of organizational change including life
cycle, evolutionary, dialectic, and teleological change. Whilst
developed in the context of explaining firms’ development
and change, the typology may also explain how boards
change. For example, we showed cases where boards
achieved a match between their tasks and evolving strategic
contexts to further organizational outcomes which is akin to
a teleological process change (van de Ven & Poole, 1995). We
also observed elements of a dialectic process where Beta’s
board’s attempts at controlling management or implement-
ing strategic options collided with other actors in the context
of ever deteriorating firm performance. We do not argue that
there is a neat fit between these process theories and our
data, rather that combining a processual theory lens with
extant conceptualizations of board tasks can enhance our
understand of why, how, and with what effects board tasks
evolve.
Second, our research approach has been inspired by a long
tradition of UK scholarship in processual board research
focusing on action in context (McNulty & Pettigrew, 1998,
1999; Pettigrew, 1992a, 1992b; Pettigrew & McNulty, 1995;
Pye, 2000, 2001, 2004). In a recent reflection on this and the
wider body of work on processes, Pettigrew (2012) reminds
us of the importance of understanding time in organiza-
tional research. With the above notable exceptions, there is
little theorizing about time in board research. Yet our study
drew attention to several important temporal dimensions of
board tasks, including: (1) how boards’ strategic and service
tasks may be distinguished by their time horizon; (2) how
academic and practitioner discourse on boards and board
tasks has changed over time, which has affected what we
study and how (Hendry & Kiel, 2004; Pye, 2001); (3) the need
to explain board task evolution over time to reveal patterns
and changes; and (4) the amount of time boards devote to
individual tasks (Tuggle et al., 2010b). Time is thus an impor-
tant variable in its own right, and more board research
should focus on understanding chronologies, histories, and
sequential processes.
© 2013 Blackwell Publishing Ltd
161
Implications for Practice
The research has two main implications for practice. First, a
substantial amount of board work and associated decision
making takes place during the board meeting (Parker, 2007;
Tuggle et al., 2010a). Our observations showed that for sig-
nificant lengths of meeting time, boards were passively
receiving information. Whilst being knowledgeable about
industry and organizational contexts is clearly important for
boards in executing their tasks (Zhang, 2010), it is question-
able how much of the scarce board meeting time should be
devoted to such activities. In particular, lengthy presenta-
tions of materials that had already been distributed to the
board limited the amount of time that was available for criti-
cal discussion, questioning, and the debate on alternative
options (Finkelstein & Mooney, 2003). Re-structuring and
timing of agendas and board development events outside
the formally scheduled meetings may all be measures that
boards could deploy to increase levels of active engagement
during board meetings.
The second implication for practice relates to the utility of
board evaluations and in particular the use of boardroom
observations. Board evaluations are typically recommended
as good practice in governance codes but as yet we know
little about how companies make use of these (Rasmussen,
2010). Common with other studies (Huse & Zattoni, 2008),
we gained access to boards in return for providing feedback.
Having an “informed outsider” served to challenge some of
the deep-routed beliefs board members held about their
board’s activities and processes, and offered opportunities
for reflection to both the researchers and the board
members. As Peck (1995) also confirmed, combining actors’
and observer’s accounts of what happens inside the board-
room can be a more powerful mechanism to develop board
performance.
CONCLUSION
By means of longitudinal observation study of six boards,
this study aimed to examine the patterns of board tasks and
their evolution. Our findings show that board tasks are
neither homogeneous, nor linear, nor unchanging. Extant
governance theories that underpinned board task research
are only capable of explaining the content of tasks rather
than their relative distribution and how they evolve. This
study presents a new way to examine board tasks by
drawing attention to the interplay in the range of tasks
boards are involved in, the processes by which boards adapt
tasks to contingencies, and the nature of the link between
tasks and task performance. Theoretically, we suggest how
insights from process models of organizational change (van
de Ven, 1992, 2007; van de Ven & Poole, 1995) and processual
analysis that pays attention to time (Pettigrew, 1992a, 2012)
can enrich current scholarly work on board tasks and their
performance.
We also found boards engage in activities which are
incongruent with current conceptualizations of board tasks.
Theoretically, this opens new avenues for research, espe-
cially if we want to understand what drives boards’ attention
patterns (Tuggle et al., 2010a, 2010b). For practice, the
finding suggests that boards should reflect on their use of
Volume 21 Number 2 March 2013
162
scarce meeting time, and structure their activities to mini-
mize time devoted to passive information dissemination.
The study also contributes methodologically to the
domain of board research. Many authors have called for
board research that is close to the phenomenon (Daily et al.,
2003; Johnson et al., 1996, Huse, 2005), and there have been
several ground-breaking studies using qualitative methods
(McNulty & Pettigrew, 1998; Pettigrew, 1992b; Pye, 2000;
Stiles & Taylor, 2002). This research adds to the small but
growing body of scholarly works that used observation
methods as the primary data collection instrument (Huse &
Zattoni, 2008; Leblanc & Schwartz, 2007; Parker, 2007;
Samra-Fredericks, 2000a, 2000b), supplemented by inter-
views and documentary sources. Rather than relying on rec-
ollections and perceptions of board members (Peck, 1995),
this study investigated board processes and behaviors in
situ, to create a holistic picture of what boards do. From a
practical perspective, the study has demonstrated the utility
of observations as a means of external board assessment, a
practice increasingly recommended by governance codes.
The research has a number of limitations, not least due
to what Huse and Zattoni (2008:92) call a “venturesome
research design.” Although a range of boards in varied orga-
nizational settings were included, there was an element of
convenience sampling dictated by access issues, and a domi-
nance of not-for-profit organizations. Whilst this is not
unusual in the limited number of observation-based board
studies (Leblanc & Schwartz, 2007; Maitlis, 2004; Parker,
2007), further research could sample more comprehensively
in a corporate setting. The time-window for data collection
could also be expanded, perhaps by combining observation
methods with more recent advances in analyzing board
minutes (Tuggle et al., 2010a, 2010b). Further, we only
observed board meetings and some activities, such as net-
working, take place outside the board meeting time (Huse,
2007). Finally, this study was conducted in the UK only, and
further insights into the institutional determinants of board
task evolution could be gained through comparative studies
(Minichilli et al., 2012).
ACKNOWLEDGMENTS
We would like to thank the Guest Editors, Alessandro
Zattoni, Tom Douglas and Bill Judge, Terry McNulty, and the
anonymous reviewers for their helpful suggestions and con-
structive guidance which considerably improved our manu-
script. We also wish to thank the participants of the special
issue workshop at SDA Bocconi School of Management for
their helpful input into an early version of this article.
REFERENCES
Bammens, Y., Voordeckers, W., & van Gils, A. 2008. Boards of direc-
tors in family firms: A generational perspective. Small Business
Economics, 31: 163–180.
Baysinger, B. & Butler, H. 1985. Corporate governance and board of
directors: performance effects of changes in board composition.
Journal of Law, Economics and Organization, 1: 101–124.
Bluhm, D. J., Harman, W., Lee, T. W., & Mitchell, T. R. 2011. Quali-
tative research in management: A decade of progress. Journal of
Management Studies, 48: 1866–1891.
Volume 21 Number 2 March 2013
CORPORATE GOVERNANCE
Carpenter, M. A. & Westphal, J. D. 2001. The strategic context of
external network ties: Examining the impact of director appoint-
ments on board involvement in strategic decision making.
Academy of Management Journal, 44: 639–660.
Cohen, J. 1960. A coefficient of agreement for nominal scales.
Educational and Psychological Measurement, 20: 37–46.
Coombes, S. M., Morris, M. H., Allen, J. A., & Webb, J. W. 2011.
Behavioural orientations of non-profit boards as a factor in entre-
preneurial performance: Does governance matter? Journal of
Management Studies, 48: 829–856.
Daily, C. M., Dalton, D. R., & Cannella Jr, A. A. 2003. Corporate
governance: Decades of dialogue and data. Academy of Manage-
ment Review, 28: 371–382.
Dalton, C. M. & Dalton, D. R. 2005. Boards of directors: Utilizing
empirical evidence in developing practical prescriptions. British
Journal of Management, 16: 91–97.
Dalton, D. R., Daily, C. M., Ellstrand, A. E., & Johnson, J. L. 1998.
Meta-analytic reviews of board composition, leadership struc-
ture, and financial performance. Strategic Management Journal,
19: 269–290.
Demb, A. & Neubauer, F. F. 1992. The corporate board. Oxford:
Oxford University Press.
Eisenhardt, K. M. 1989. Building theories from case study research.
Academy of Management Review, 14: 532–550.
Eisenhardt, K. M. 1991. Better stories and better constructs: The
case for rigor and comparative logic. Academy of Management
Review, 16: 620–627.
Eisenhardt, K. M. & Graebner, M. E. 2007. Theory building from
cases: Opportunities and challenges. Academy of Management
Journal, 50: 25–32.
Fama, E. F. & Jensen, M. C. 1983. Separation of ownership and
control. Journal of Law and Economics, 26: 301–325.
Finkelstein, S. & Mooney, A. C. 2003. Not the usual suspects: How
to use board process to make boards better. Academy of Man-
agement Executive, 17: 101–113.
Fleiss, J. L., Levin, B., & Paik, M. C. 2004. Statistical methods for
rates and proportions, 3rd edn. Hoboken, NJ: John Wiley & Sons.
Forbes, D. P. & Milliken, F. J. 1999. Cognition and corporate
governance: Understanding boards of directors as strategic
decision-making groups. Academy of Management Review, 24:
489–505.
Gabrielsson, J. & Huse, M. 2004. Context, behavior, and evolution.
International Studies of Management & Organization, 34(2):
11–36.
Gabrielsson, J. & Winlund, H. 2000. Boards of directors in small and
medium-sized industrial firms: examining the effects of the
board’s working style on board task performance. Entrepreneur-
ship & Regional Development, 12: 311–330.
Hendry, K. & Kiel, G. C. 2004. The role of the board in firm strategy:
Integrating agency and organizational control perspectives.
Corporate Governance: An International Review, 12: 500–520.
Hillman, A. J. & Dalziel, T. 2003. Boards of directors and firm
performance: Integrating agency and resource dependency per-
spectives. Academy of Management Review, 28: 383–396.
Hung, H. 1998. A typology of the theories of the roles of governing
boards. Corporate Governance: An International Review, 6: 101–
111.
Huse, M. 2005. Accountability and creating accountability: A
framework for exploring behavioural perspectives of corporate
governance. British Journal of Management, 16(S1): S65–S79.
Huse, M. 2007. Boards, governance and value creation. Cambridge:
Cambridge University Press.
Huse, M. & Zattoni, A. 2008. Trust, firm life cycle, and actual board
behaviour. International Studies of Management & Organiza-
tion, 38: 71–97.
Ingley, C. & van der Walt, N. 2005. Do board processes influence
director and board performance? Statutory and performance
© 2013 Blackwell Publishing Ltd
BOARD TASK EVOLUTION
implications. Corporate Governance: An International Review,
13: 632–653.
Jensen, M. C. & Meckling, W. H. 1976. Theory of the firm: Mana-
gerial behavior, agency costs and ownership structure. Journal
of Financial Economics, 3: 305–360.
John, K. & Senbet, L. W. 1998. Corporate governance and board
effectiveness. Journal of Banking and Finance, 22: 371–403.
Johnson, J. L., Daily, C. M., & Ellstrand, A. E. 1996. Boards of
directors: A review and research agenda. Journal of Manage-
ment, 22: 409–438.
Judge,W. Q., Jr & Zeithaml, C. P. 1992. Institutional and strategic
choice perspectives on board involvement in the strategic deci-
sion process. Academy of Management Journal, 35: 766–794.
Langley, A. 1999. Strategies for theorizing from process data.
Academy of Management Review, 24: 691–710.
Lawrence, B. S. 1997. The black box of organizational demography.
Organization Science, 8: 1–22.
Leblanc, R. & Schwartz, M. S. 2007. The black box of board process:
gaining access to a difficult subject. Corporate Governance: An
International Review, 15: 843–851.
Lynall, M. D., Golden, B. R., & Hillman, A. J. 2003. Board compo-
sition from adolescence to maturity: A multi-theoretic view.
Academy of Management Review, 28: 416–431.
Mace, M. L. 1971. Directors: Myth and reality. Boston, MA:
Harvard Business School Press.
Maitlis, S. 2004. Taking it from the top: How CEOs influence (and fail
to influence) their boards. Organization Studies, 25: 1275–1311.
McNulty, T. & Pettigrew, A. M. 1998. Sources and uses of power in
the boardroom. European Journal of Work & Organizational
Psychology, 7: 197–214.
McNulty, T. & Pettigrew, A. M. 1999. Strategists on the board.
Organization Studies, 20: 47–74.
McPhee, R. D. 1990. Alternative approaches to integrating longitu-
dinal case studies. Organization Science, 1: 393–405.
Mellahi, K. 2005. The dynamics of boards of directors in failing
organizations. Long Range Planning, 38: 261–279.
Minichilli, A. & Hansen, C. 2007. The board advisory task in small
firms and the event of crises. Journal of Management and Gov-
ernance, 11: 5–22.
Minichilli, A., Zattoni, A., Nielsen, S., & Huse, M. 2012. Board task
performance: An exploration of micro- and macro-level determi-
nants of board effectiveness. Journal of Organizational Behav-
ior, 33: 193–215.
Minichilli, A., Zattoni, A., & Zona, F. 2009. Making boards effective:
An empirical examination of board task performance. British
Journal of Management, 20: 55–74.
Nadler, D. A. 2004. Building better boards. Harvard Business
Review, 82: 102–111.
Ocasio, W. 1997. Towards an attention-based view of the firm.
Strategic Management Journal, 18(S1): 187–206.
Office for National Statistics 2012. United Kingdom Economic
Accounts, edition no. 80. London and Newport: Office for
National Statistics.
Parker, L. 2007. Boardroom strategizing in professional associa-
tions: Processual and institutional perspectives. Journal of Man-
agement Studies, 44: 1454–1480.
Parker, L. 2008. Boardroom operational and financial control: an
insider view. British Journal of Management, 19: 65–88.
Payne, G. T., Benson, G. S., & Finegold, D. L. 2009. Corporate board
attributes, team effectiveness and financial performance. Journal
of Management Studies, 46: 704–731.
Pearce, J. A. & Zahra, S. A. 1991. The relative power of CEOs and
boards of directors: Associations with corporate performance.
Strategic Management Journal, 12: 135–153.
Peck, E. 1995. The performance of an NHS Trust board: Actors’
accounts, minutes and observation. British Journal of Manage-
ment, 6: 135–156.
© 2013 Blackwell Publishing Ltd
163
Petrovic, J. 2008. Unlocking the role of a board director: A review of
the literature. Management Decision, 46: 1373–1392.
Pettigrew, A. M. 1990. Longitudinal field research on change:
Theory and practice. Organization Science, 1: 267–292.
Pettigrew, A. M. 1992a. The character and significance of strategy
process research. Strategic Management Journal, 13(s2): 5–16.
Pettigrew, A. M. 1992b. On studying managerial elites. Strategic
Management Journal, 13(s2): 163–182.
Pettigrew, A. M. 1997. What is a processual analysis? Scandinavian
Journal of Management, 13: 337–348.
Pettigrew, A. M. 2012. Context and action in the transformation of
the firm: A reprise. Journal of Management Studies, 49: 1304–
1328.
Pettigrew, A. M. & McNulty, T. 1995. Power and influence in and
around the boardroom. Human Relations, 48: 845–873.
Pfeffer, J. 1972. Size and composition of corporate boards of direc-
tors: The organization and its environment. Administrative
Science Quarterly, 17: 218–228.
Pugliese, A., Bezemer, P., Zattoni, A., Huse, M., Van Den Bosch, F.
A. J., & Volberda, H. W. 2009. Boards of directors’ contribution to
strategy: A literature review and research agenda. Corporate
Governance: An International Review, 17: 292–306.
Pye, A. 2000. Changing scenes in, from and outside the boardroom:
UK corporate governance in practice from 1989 to 1999. Corpo-
rate Governance: An International Review, 8: 335–346.
Pye, A. 2001. Corporate boards, investors and their relationships:
Accounts of accountability and corporate governing in action.
Corporate Governance: An International Review, 9: 186–195.
Pye, A. 2004. The importance of context and time for understand-
ing board behaviour, some lessons from social capital research.
International Studies of Management & Organization, 34(2):
63–89.
Rasmussen, J. 2010. Corporate governance in Norway: Develop-
ment of a board evaluation model with special emphasis on
large listed companies, PhD thesis, Cass Business School,
London.
Ravasi, D. & Zattoni, A. 2006. Exploring the political side of board
involvement in strategy: A study of mixed-ownership institu-
tions. Journal of Management Studies, 43: 1671–1702.
Ruigrok, W., Peck, S. I., & Keller, H. 2006. Board characteristics and
involvement in strategic decisions making: Evidence from Swiss
companies. Journal of Management Studies, 43: 1201–1226.
Samra-Fredericks, D. 2000a. An analysis of the behavioural dynam-
ics of corporate governance – a talk-based ethnography of a UK
manufacturing “board-in-action”. Corporate Governance: An
International Review, 8: 311–326.
Samra-Fredericks, D. 2000b. Doing “boards-in-action” research –
An ethnographic approach for the capture and analysis of direc-
tors’ and senior managers’ interactive routines. Corporate Gov-
ernance: An International Review, 8: 244–257.
Stiles, P. & Taylor, B. 2002. Boards at work: How directors view their
roles and responsibilities. Oxford: Oxford University Press.
Sundaramurthy, C. & Lewis, M. 2003. Control and collaboration:
Paradoxes of governance. Academy of Management Review, 28:
397–415.
Tuggle, C. S., Schnatterly, K., & Johnson, R. A. 2010a. Attention
patterns in the boardroom: How board composition and pro-
cesses affect discussion of entrepreneurial issues. Academy of
Management Journal, 53: 550–571.
Tuggle, C. S., Sirmon, D. G., Reutzel, C. R., & Bierman, L. 2010b.
Commanding board of director attention: Investigating how
organizational performance and CEO duality affect board
members’ attention to monitoring. Strategic Management
Journal, 31: 946–968.
Useem, M. 1982. Classwide rationality in the politics of managers
and directors of large corporations in the United States and Great
Britain. Administrative Science Quarterly, 27: 199–226.
Volume 21 Number 2 March 2013
164
van de Ven, A. H. 1992. Suggestions for studying strategy process:
A research note. Strategic Management Journal, 13(s1): 169–
191.
van de Ven, A. H. 2007. Engaged scholarship: A guide for organi-
sational and social research. Oxford: Oxford University Press.
van de Ven, A. H. & Poole, M. S. 1995. Explaining development and
change in organizations. Academy of Management Review, 20:
510–540.
van den Heuvel, J., van Gils, A., & Voordeckers, W. 2006. Board
roles in small and medium-sized family businesses: Performance
and importance. Corporate Governance: An International
Review, 14: 467–485.
van Ees, H., Gabrielsson, J., & Huse, M. 2009. Toward a behavioral
theory of boards and corporate governance. Corporate Gover-
nance: An International Review, 17: 307–319.
van Ees, H., Van der Laan, G., & Postma, T. J. 2008. Effective board
behaviour in the Netherlands. European Management Journal,
26: 84–93.
Wan, D. & Ong, C. H. 2005. Board structure, process and perfor-
mance: Evidence from public-listed companies in Singapore.
Corporate Governance: An International Review, 13: 277–290.
Yin, R. K. 1981. The case study crisis: Some answers. Administra-
tive Science Quarterly, 26: 58–65.
Zahra, S. A. & Pearce, J. A. 1989. Boards of directors and corporate
financial performance: A review and integrative model. Journal
of Management, 15: 291–334.
Volume 21 Number 2 March 2013
CORPORATE GOVERNANCE
Zhang, P. 2010. Board information and strategic tasks performance.
Corporate Governance: An International Review, 18: 473–487.
Zona, F. & Zattoni, A. 2007. Beyond the black box of demography:
Board processes and task effectiveness within Italian firms.
Corporate Governance: An International Review, 15: 852–864.
Silke Machold, PhD, is Reader in Governance and Ethics at
the University of Wolverhampton Business School, where
she also serves as Co-Director of the Management Research
Centre. She is the founding associate editor of the Interna-
tional Journal of Business Governance and Ethics, and current
chair of the Strategic Interest Group on Corporate Gover-
nance at the European Academy of Management. Her
research interests are in board processes and behaviors and
normative dimensions of corporate governance.
Stuart Farquhar, PhD, is a Senior Lecturer in Finance at the
University of Wolverhampton Business School, where his
main teaching areas include finance, economics, and corpo-
rate governance. He is an editorial board member of the
International Journal of Business Governance & Ethics. His
research interests are in board processes, behaviors and
board effectiveness, and corporate governance in the sports
industry.
© 2013 Blackwell Publishing Ltd