ABSTRACT

This chapter explains how and why the entity model places the board at the nexus of the corporate participants who interact with the company balancing at any time the interests of different stakeholders. The role of the board is to act in the interests of the entity (company) itself. As fiduciaries of the corporation, board directors should have ability to proactively promote responsible leadership. This conceptual chapter addresses the role of boards from corporate law and business history perspectives, and boards and directors’ behaviour from leadership and socio cognitive theory perspectives. The main argument is that structural and behavioural characteristics in analysing boards of directors should not be taken separately.