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Opening the ‘black box’: Challenging traditional governance theorems

Published online by Cambridge University Press:  02 February 2015

Ljiljana Erakoviç  and
Joanna Overall
Ljiljana Erakoviç
Affiliation:
Department of Management and International Business, The University of Auckland Business School, The University of Auckland, Auckland, New Zealand
Joanna Overall
Affiliation:
Department of Management and International Business, The University of Auckland Business School, The University of Auckland, Auckland, New Zealand
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Abstract

This article presents both theoretical and empirical support for moving from a traditional governance research paradigm towards a more holistic research approach. This includes taking into account behavioural, contingency and evolutionary theories, in an effort to better understand governance processes and effective board behaviour. Specifically, the authors highlight the importance of three groups of relationships (board dynamics, board–management relationships and board–stakeholder relationships) as contributing to good governance practice. Whilst historically researchers have largely ignored the behavioural aspects of corporate governance, the authors have made an attempt to open the ‘black box’ of governance processes and practices, and illustrate with examples from three New Zealand companies how the development of these relationships are important for effective board functioning.

Keywords

governance relationshipsboard of directorsboard dynamicsboard–management relationshipbehavioural theory of governancecontingency factors
Type
Research Article
Information
Journal of Management & Organization , Volume 16 , Issue 2 , May 2010 , pp. 250 - 265
Copyright
Copyright © Cambridge University Press and Australian and New Zealand Academy of Management 2010

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References

Aguilera, RV and Jackson, G (2003) The cross-national diversity of corporate governance: Dimensions and determinants, Academy of Management Review 28: 447–465.Google Scholar
Amin, A and Cohendet, P (2000) Organisational learning and governance through embedded practices, Journal of Management and Governance 4: 93–116.Google Scholar
Aoki, M (2004) Comparative institutional analysis of corporate governance, In Grandori, A (Ed.) Corporate governance and firm organization: Microfoundations and structural reforms, pp. 31–45, Oxford University Press, Oxford.Google Scholar
Barney, JB and Lee, W (2000) Multiple considerations in making governance choices: Implications of transaction cost economics, real options theory, and knowledge-based theories of the firm, In Foss, NJ and Mahnke, V (Eds) Competence, governance and entrepreneurship, pp. 304–317, Oxford University Press, Oxford.Google Scholar
Barratt, R and Korac-Kakabadse, N (2002) Developing reflexive corporate leadership, Corporate Governance 2(3): 32–36.Google Scholar
Cadbury, A (2002) Corporate governance and chairmanship, Oxford University Press, Oxford.Google Scholar
Carpenter, MA and Westphal, JD (2001) The strategic context of external network ties: Examining the impact of director appointments on board involvement in strategic decision-making, Academy of Management Journal 44: 639–661.Google Scholar
Carter, CB and Lorsch, JW (2004) Back to the drawing board: Designing corporate boards for a complex world, Harvard Business School Press, Boston MA.Google Scholar
Chait, RP, Ryan, WP and Taylor, BE (2005) Governance as leadership: Reframing the work of nonprofit boards, Wiley, Hoboken NJ.Google Scholar
Charan, R (1998) Boards at work, Jossey-Bass, San Francisco CA.Google Scholar
Daily, CM and Dalton, DR (1992) The relationship between governance structure and corporate performance in entrepreneurial firms, Journal of Business Venturing 7: 375–386.Google Scholar
Daily, CM, Dalton, DR and Cannella, AA (2003) Corporate governance: Decades of dialogue and data. Academy of Management Review 28(3):371–382.Google Scholar
Daily, CM, Johnson, JL and Dalton, DR (1995) The many ways to board composition: If you have seen one, you certainly have not seem them all. Paper at National Academy of Management Meeting, Vancouver BC.Google Scholar
Dalton, DR, Daily, CM, Ellstrand, AE and Johnson, JL (1998) Meta-analytic reviews of board composition, leadership structure, and financial performance, Strategic Management Journal 19(3):269–290.Google Scholar
Daniel, LJ and Grigg, L (2003) Inter-organisational networks, value creation and the process of technology integration in research and development, International Journal of Technology Policy and Management 3(1):95–111.Google Scholar
Davis, J, Shoorman, F and Donaldson, L (1997) Toward a stewardship theory of management, Academy of Management Review 22(1):20–47.Google Scholar
Demb, A and Neubauer, FF (1992) The corporate board – confronting the paradoxes, Oxford University Press, New York.Google Scholar
Donaldson, L and Davis, JH (1991) Stewardship theory or agency theory: CEO governance and shareholder returns, Australian Journal of Management 16:49–64.Google Scholar
Eisenhardt, KM (1989) Agency theory: an assessment and review, Academy of Management Review 14(1):57–74.Google Scholar
Erakoviç, L and Goel, S (2008) Board–management relationships: Resources and internal dynamics, Management Revue 19(1-2):53–69.Google Scholar
Fama, E and Jensen, M (1983) Separation of ownership and control, Journal of Law and Economics 26(2):301–325.Google Scholar
Filatotchev, I and Wright, M (Eds) (2005) The life cycle of corporate governance: Corporate governance in the new global economy, Edward Elgar, Cheltenham UK.Google Scholar
Finkelstein, S and Mooney, AC (2003) Not the usual suspects: How to use board process to make boards better, Academy of Management Executive 17(2):101–113.Google Scholar
Forbes, D and Milliken, F (1999) Cognition and corporate governance: Understanding boards of directors as strategic decision-making groups, Academy of Management Review 24(3):489–505.Google Scholar
Gautier, A (2002) Men behaving badly; Getting it right in the boardroom, New Zealand Management 49(4):26–32.Google Scholar
Geletkanycz, MA and Hambrick, DC (1997) The external ties of top executives: Implications for strategic choice and performance, Administrative Science Quarterly 42:654–681.Google Scholar
Glaser, B and Strauss, A (1967) The discovery of grounded theory: Strategies for qualitative research, Aldine, Chicago IL.Google Scholar
Grandori, A (2000) Conjectures for a new research agenda on governance, Journal of Management and Governance 4:1–9.Google Scholar
Gray, J (2007) Myths and reality, Canadian Business 80(16/17):60–63.Google Scholar
Hung, H (1998) A typology of the theories of the roles of governing boards, Corporate Governance 6(2):101–111.Google Scholar
Huse, M (1994) Board–management relations in small firms: The paradox of simultaneous independence and interdependence, Small Business Economics 6(1):55–72.Google Scholar
Huse, M (1998) Researching the dynamics of board – stakeholder relations, Long Range Planning, 31:218–226.Google Scholar
Huse, M (2005) Accountability and creating accountability: a framework for exploring behavioural perspectives of corporate governance, British Journal of Management 16:S65–S79.Google Scholar
Huse, M (2007) Boards, governance and value creation, Cambridge University Press, Cambridge MA.Google Scholar
Huse, M and Gabrielsson, J (2005) Context, behaviour and evolution: Challenges in research on boards and governance, International Studies of Management and Organization 34(12):11–36.Google Scholar
Jacobides, M and Croson, D (2001) Information policy: Shaping the value of agency relationships, The Academy of Management Review 26(2):202–23.Google Scholar
Jayne, V (2003) Corporate governance: To make a difference, boards need a boardroom revolution, New Zealand Management 50(4):76.Google Scholar
Jensen, MC and Meckling, WH (1976) Theory of the firm: Managerial behaviour, agency costs and ownership structure, Journal of Financial Economics 3:305–360.Google Scholar
Johnson, JL, Daily, CM and Ellstrand, AE (1996) Boards of directors: A review and research agenda, Journal of Management 22(3):409–438.Google Scholar
Lacetera, N (2001) Corporate governance and the governance of innovation: The case of pharmaceutical industry, Journal of Management and Governance 5(1):29–59.Google Scholar
Leblanc, R and Gillies, J (2005) Inside the boardroom: How boards really work and the coming revolution in corporate governance, Wiley, Mississauga ONT.Google Scholar
Lin, Y (2005) Corporate governance, leadership structure and CEO compensation: Evidence from Taiwan, Corporate Governance 13(6):824–35.Google Scholar
Maurer, I and Ebers, M (2006) The dynamics of social capital and their performance implications: Lessons from biotechnology start-ups, Administrative Science Quarterly 51:262–292.Google Scholar
McNulty, T and Pettigrew, A (1999) Strategists on the board, Organization Studies 20(1):47–74.Google Scholar
Millstein, I and MacAvoy, P (1998) The active board of directors and improved performance of the large publicly-traded company, Columbia Law Review 98(5):1283–1322.Google Scholar
Nooteboom, B (1996) Trust, opportunism, and governance: A process and control model, Organization Studies 17:985–1010.Google Scholar
Osterloh, M and Frey, B (2006) Shareholders should welcome knowledge workers as directors, Journal of Management and Governance 10(3):325–345.Google Scholar
Pearce, J and Zahra, S (1991) The relative power of CEOs and boards of directors: Associations with corporate performance, Strategic Management Journal 12(2):135–153.Google Scholar
Preston, LE (2006) Governance as a source of corporate social capital, in Epstein, MJ and Hanson, KO (Eds) Corporate governance: The accountable corporation, pp. 233–242, Praeger, Westport CT.Google Scholar
Pye, A and Pettigrew, A (2005) Studying board context, process and dynamics: Some challenges for the future, British Journal of Management 16:S27–S38.Google Scholar
Rajan, RG and Zingales, L (2000) The governance of the new enterprise, in Vives, X (Ed.) Corporate governance, pp. 201–226, Cambridge University Press, Cambridge.Google Scholar
Rechner, PL and Dalton, DR (1991) CEO duality and organizational performance: A longitudinal analysis, Strategic Management Journal 12(2):155–160.Google Scholar
Roberts, J, McNulty, T and Stiles, P (2005) Beyond agency conceptions of the work of the nonexecutive director: Creating accountability in the boardroom, British Journal of Management 16:S5–S26.Google Scholar
Rutherford, M and Buchholtz, A (2007) Investigating the relationship between board characteristics and board information, Corporate Governance: An International Review 15(4):576–84.Google Scholar
Shen, W (2003) The dynamics of the CEO–board relationship: An evolutionary perspective, Academy of Management Review 28(3):466–76.Google Scholar
Sundaramurthy, C and Lewis, M (2003) Control and collaboration: Paradoxes of governance, Academy of Management Review 28(3):397–415.Google Scholar
Taylor, B (2006) Review of the 8th international conference on corporate governance and board leadership, Henley Management College, October 2005, Corporate Governance 14(6):519–521.Google Scholar
Teece, DJ (2000) Managing intellectual capital, Oxford University Press, Oxford.Google Scholar
van Ees, H, Gabrielsson, J and Huse, M (2005) For a behavioural theory on board and governance, Unpublished paper.Google Scholar
Walsh, and Seward, (1990) On the efficiency of internal and external control mechanisms, Academy of Management Review 15(3):421–58.Google Scholar
Zahra, S and Filatotchev, I (2004) Governance of the entrepreneurial threshold firm: A knowledge-based perspective, Journal of Management Studies 41(5):885–897.Google Scholar
Zald, MN (1969) The power and functions of boards of directors: A theoretical synthesis, The American Journal of Sociology 75(1):97–111.Google Scholar