Around the boardroom table: Interactional aspects of governance.

摘要

This dissertation takes an inductive and exploratory approach to understanding group process on corporate boards of directors. Drawing on observation of ten board meetings and interviews with directors from five boards, it identifies two relational tensions that are critical in shaping process. First, inherent in the functions of the board is a tension between having to oversee and be critical of management while remaining constructive in a way that keeps the board relevant to and properly informed by management. The second tension is that a board must balance the differentiation necessary to draw out diverse perspectives from directors with the integration necessary to keep the board unified, engaged, and strong vis-a-vis management. The dissertation further identifies four factors which underlie how boards are able to manage these tensions. These four factors serve as indicators for what kind of process a board may be expected to have. They are: the board-management relationship, the relationship among directors, how directors construe themselves on the board, and board leadership. In addition to these four, it is evident that the life stage of a company and of the board can be critical to shaping board process. The dissertation examines each of these factors in detail with respect to five boards and analyzes a set of five decisions for a deeper understanding of how they translate to different kinds of board process. Finally, the dissertation offers conjectures about board effectiveness and what the findings mean for our conception of boards.