ABSTRACT

The main purpose of this chapter lies with the practical challenge of board review and evaluation. In particular it is interested in considering further issues that may be central to the substantive content of a board evaluation. Working from theoretical debate and empirical research about board effectiveness, the chapter offers a model to guide the focus of a board evaluation and introduces the concept of corporate governance. It discusses developments in research and our understanding of board effectiveness. A theoretical model of board effectiveness is explained along with complementary empirical evidence from research about boards and directors. Following a discussion of corporate governance reform, the second half of the chapter turns to developing a conceptual framework to guide board evaluation. Empirical research about board effectiveness lends support to the model and in particular the focus on interpersonal processes. The chapter examines board involvement in strategy and ensures that the board is not an inauthentic ritual of collective decision-taking.