ABSTRACT
Boards of directors have emerged as important strategic decision-making bodies over the
past several years and are asked by the stockholders of the organization to perform very
important corporate governance duties, including acting as a control mechanism on the
actions of management (Baysinger & Butler, 1985). They also are expected, however, to
provide important input to the strategic deliberations of the company’s management and
are seen as important resources for the organization (Daily, 1995; Daily & Dalton, 1994;
Judge & Zeithaml, 1992). Boards are often relied on by the firm’s management to provide
decision input, valuable advice, and commentary on the strategic direction of the firm
(Baysinger & Hoskisson, 1990; Pearce, 1995; Pearce & Zahra, 1991). Researchers
remain unclear, however, as to the dynamics of the deliberation processes performed by
corporate boards at the meetings of the board and its committees.