Sub-theme 17: Boards Interaction and Decision-making: Inside the Black Box of Board Performance

Svetlana N. Khapova
Vrije Universiteit Amsterdam, The Netherlands
Erik L.H.M. van de Loo
INSEAD, France & Singapore, and TIAS, The Netherlands
Jaap W. Winter
University of Amsterdam, The Netherlands, and INSEAD, France

Call for Papers

Boards of directors of corporations have become central institutions of contemporary societies. In many ways, our lives are affected by the decisions made in the corporate boards: first, people work in organizations and consume their products and services; second, organizations use scarce natural resources in producing these products and services; and third, remuneration policies not only affect these organizations but also increase the wealth distribution between people in societies.
Scholars most commonly describe the board of directors as the formal link between the shareholders of a firm and the managers entrusted with the day-to-day functioning of the organization (Mintzberg, 1983; Monks & Minow, 1995). In a broader stakeholder-oriented approach, which is regaining ground with the recent with the recent US Business Roundtable statement on the Purpose of the Corporation and similar rephrasing in the UK Corporate Governance Code (2018), boards are tasked with weighing the interests of various stakeholders, including shareholders and wider society. Fama & Jensen (1983) have described the board as the “apex of the firm’s decision control system”. The boards face complex, multifaceted tasks that involve strategic-issue processing (Jackson, 1992) and are responsible for setting strategy and monitoring performance. Because boards are not involved in implementation, the “output” that boards produce is entirely dialogical and cognitive in nature (Forbes & Milliken, 1999). Moreover, since boards of directors are often also monitored by external stakeholders and have to comply to many rules these boards thus are also shaped by the institutions that govern them.
However, recent corporate governance scandals and collapses (e.g., Enron 2001, Lehman Brothers 2008, BP scandal 2010, Volkswagen Emission scandal 2015, Carillion 2018) have raised many questions about why boards of directors who are responsible for monitoring the firms, were not able to prevent these scandals and whether rules and codes have helped at all to strengthen boards in their efforts. While research on boards of directors has been there for decades and has developed many explanations, including critical scholars in the fields of governance who have at length explored boards and how they should govern, little has been done to explore and explain the interaction, deliberations and decision-making processes in the boardroom. So far, the board and their performance in terms of the quality and effectiveness of their interaction and decision-making, to a very large extent remain a black box.
Given the institutional importance of boards, there is an extensive corporate governance literature on the topic. This rich literature on governance offers diverse perspectives. Among the relevant perspectives, the agency and stewardship perspectives have received most attention (Berle & Means, 1932; Boivie et al., 2016; Dalton et al., 2007; Hillman et al., 2009; Jensen & Meckling, 1976; Pfeffer & Salancik, 1978; Sundaramurthy & Lewis, 2003). The recent trend however, is to focus more on the social and cognitive micro foundations of boards, through the behavioral perspective (Bainbridge, 2010; Donaldson, 1997; Fama & Jensen, 1983; Forbes & Milliken, 1999; Gabrielsson & Huse, 2016; Garg & Eisenhardt, 2017; Veltrop et al., 2015; Westphal & Bednar, 2005; Westphal & Zajac, 2013). This trend presents an important deepening of our understanding of boards’ interaction and decision-making. This perspective explores more closely how cognitive, social and psychological mechanisms affect the interaction and decision-making processes in boards. Yet, we acknowledge that little effort has been made to study the collective sense making in the boards and the way nonexecutive and executive directors actually interact and take decisions (instead of normative approaches of how they should interact and decide).
Furthermore, new forms of understandings the executive and non-executive interaction and decision-making processes cannot only be enhanced by utilizing novel perspectives but can also benefit from questioning established governance and leadership theories and methods. For example, it’s time to challenge studies that utilized descriptive board governance and leadership theories and to focus on the study of “actual-behavior” rather than “espoused behavior” in boards (Argyris, 1992; Baumeister & Vohs, 2007; Carroll et al., 2017; Frone et al., 1986), and thus for a more problem-driven than paradigm-driven research (Davis & Marquis, 2005: 323).
Therefore, this sub-theme draws on two important questions:

  1. In what ways can a combination of corporate governance and leadership research that utilizes a diversity of theoretical and methodological perspectives enhance our understanding of how non-executives and executives interact and make decisions?

  2. How can examining non-executive and executive interaction and decision-making processes provide insights and reinvigorate organizational studies?

We seek papers that adopt communication lenses, linguistics, discourse or rhetorical analysis, phenomenological, psychological and reflexive approaches. Papers can focus on the performative effects of language of executives, non-executives and their stakeholders; attend to the interactive and communicative construction of institutions; and involve a retrospective and prospective process approaches to studying leadership processes. We also invite papers that are concerned with the way board members, executives and non-executives, experience the reality of being-in-the-board, of their interaction and decision-making and how this experience informs their conduct in the board and also papers that relate to the constitutive and formative relations between communication within boards and between boards and their stakeholders and governance more generally.
Below is a list of indicative, but not exhaustive, topics and questions related to the sub-theme:

  • How can critical approaches, theories and concepts contribute to unpacking the constitutive and transformative role of communication and dialogue between board members and their stakeholders?

  • How can governance power and authority be studied from a communicative or institutional logics standpoint?

  • How do differences in experience of executives and non-executives of both the company and its business as well as the operation of the board itself, affect the quality and effectiveness of board interaction, dialogue and decision-making?

  • How do faultlines (executive–non-executive; expert–non-expert; independent–non-independent; gender) affect the quality and effectiveness of board interaction, dialogue and decision-making?

  • How do instruments, i.e. artificial intelligence, big data, codes and rules shape boards’ interactions and decisions?

  • How can governance cognition and communication transform organization and society?

  • How does the idea that communication is constitutive of organizations change the way we may address issues of power and authority in organizations?

  • To what extent is power integral to the organization–communication relationship?



  • Argyris, C. (1992): “Overcoming organizational defenses.” The Journal for Quality and Participation, 15 (2), 26.
  • Bainbridge, S.M. (2010): “Director Primacy.” UCLA School of Law: Law-Econ Research Paper, No. 10-06, available at SSRN:
  • Baumeister, R.F., & Vohs, K.D. (2007): “Self-regulation, ego depletion, and motivation.” Social and Personality Psychology Compass, 1 (1), 115–128.
  • Berle, A.A., & Means, G.C. (1932): The Modern Corporation and Private Property. New Brunswick: Transaction Publishers.
  • Boivie, S., Bednar, M.K., Aguilera, R.V., & Andrus, J.L. (2016): “Are boards designed to fail? The implausibility of effective board monitoring.” Academy of Management Annals, 10 (1), 319–407.
  • Carroll, B., Ingley, C., & Inkson, K. (2017): “Boardthink: Exploring the discourses and mind-sets of directors.” Journal of Management and Organization, 23 (5), 606–620.
  • Dalton, D.R., Hitt, M.A., Certo, S.T., & Dalton, C.M. (2007): “The fundamental agency problem and its mitigation.” Academy of Management Annals, 1 (1), 1–64.
  • Davis, G.F., & Marquis, C. (2005): “Globalization of stock markets and convergence in corporate governance.” In: V. Nee & R. Swedberg, R. (eds.): The Economic Sociology of Capitalism. Princeton: Princeton University Press, 352–390.
  • Donaldson, L. (1997): “Strategic leadership: Top executives and their effects on organizations.” Australian Journal of Management, 22 (2), 221–224.
  • Fama, E.F., & Jensen, M.C. (1983): “Separation of ownership and control.” Journal of Law and Economics, 26 (2), 301–325.
  • 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 (3), 489–505.
  • Frone, M.R., Adams, J., Rice, R.W., & Instone-Noonan, D. (1986): “Halo error: A field study comparison of self- and subordinate evaluations of leadership process and leader effectiveness.” Personality and Social Psychology Bulletin, 12 (4), 454–461.
  • Gabrielsson, J., & Huse, M. (2005): “Outside directors in SME boards: A call for theoretical reflections.” Corporate Board: Role, Duties and Composition, 1 (1), 28–37.
  • Garg, S., & Eisenhardt, K.M. (2017): “Unpacking the CEO–board relationship: How strategy making happens in entrepreneurial firms.” Academy of Management Journal, 60 (5), 1828–1858.
  • Hillman, A.J., Withers, M.C., & Collins, B.J. (2009): “Resource dependence theory: A review.” Journal of Management, 35 (6), 1404–1427.
  • Jackson, S.E. (1992): “Consequences of group composition for the interpersonal dynamics of strategic issue processing.” Advances in Strategic Management, 8 (3), 345–382.
  • Jensen, M.C., & Meckling, W.H. (1976): “Theory of the firm: Managerial behavior, agency costs and ownership structure.” Journal of Financial Economics, 3 (4), 305–360.
  • Mintzberg, H. (1983): “The case for corporate social responsibility.” The Journal of Business Strategy, 4 (2), 3.
  • Pfeffer, J., & Salancik, G. (1978): The External Control of Organizations: A Resource Dependence Perspective. Stanford: Stanford University Press.
  • Sundaramurthy, C., & Lewis, M. (2003): “Control and collaboration: Paradoxes of governance.” Academy of Management Review, 28 (3), 397–415.
  • Veltrop, D.B., Hermes, N., Postma, T.J., & de Haan, J. (2015): “A tale of two factions: Why and when factional demographic faultlines hurt board performance.” Corporate Governance: An International Review, 23 (2), 145–160.
  • Westphal, J.D., & Bednar, M.K. (2005): “Pluralistic ignorance in corporate boards and firms’ strategic persistence in response to low firm performance.” Administrative Science Quarterly, 50 (2), 262–298.
  • Westphal, J.D., & Zajac, E.J. (2013): “A behavioral theory of corporate governance: Explicating the mechanisms of socially situated and socially constituted agency.” Academy of Management Annals, 7 (1), 607–661.
Svetlana N. Khapova is Professor of Organizational Behavior at Vrije Universiteit (VU) Amsterdam, The Netherlands, and a co-director of the VU Center for Boards and Executive Leadership Development. She is a careers researcher who employs a careers perspective to the study of leader behaviors, boards, and teams. Her current research interest is in the link between leaders’ (executives’) careers and the firms’ strategic directions. Svetlana’s research has been published, among others, in the ‘Journal of Organizational Behavior’, ‘Journal of Business Venturing’, ‘Journal of Vocation Behavior’, I’nternational Journal of Management Reviews’, ‘Human Relations’, ‘Strategic Entrepreneurship Journal’, and ‘Career Development International’.
Erik L.H.M. van de Loo is Professor of Organizational Behaviour at INSEAD, France & Singapore, and Professor of Leadership and Behaviour at TIAS – School for Business and Society, The Netherlands. He publishes on topics such as the clinical approach to coaching and consultation, organizational change, leadership, corporate governance and boards. His actual research focus is on boards leadership and board dynamics. Erik explores the interaction between boards of executives and non-executives in their respective roles at the very top of the organization.
Jaap W. Winter is Professor of International Company Law at the University of Amsterdam, The Netherlands, and Distinguished Visiting Professor of Corporate Governance at INSEAD, France. He has published widely on issues of corporate law and corporate governance and was Chairman of the High Level Group of Company Law Experts advising the EU Commission on takeover bids and modernization of company law and corporate governance in the EU in 2001–2002. His more recent research focuses on behavioral aspects of corporate law and corporate governance, with publications on executive remuneration, director liability, board performance and the human experience of being-in-the-board.