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Research Purpose: the purpose of this paper is to determine the board diversity characteristics that affects on board roles in order to improve the integration of Corporate Social Responsibility (CSR) into Corporate Governance (CG) structure. This objective has been achieved by reviewing (CG) and (CSR) literature, and surveying various deliberations on offer at the first; second, by examining how the board diversity characteristics effect on their roles towards the adoption of CSR within case study context of two companies operating in Saudi Arabia. A qualitative case study was adopted by conducting in-depth interviews with participants at various levels of board and management in the two Saudi companies. The findings suggested that board diversity characteristics are an essential to improve the effectiveness of board roles (monitoring, services and strategic) towards the integration of CSR in to governance structure. Based on the findings, three theoretical propositions have been developed to assist and direct further research on the topic. These findings are important and motivating; indicating that recent concern of reforming CG Codes in emerging countries is starting to be balanced by some notice/attention to CSR, with growing of board of directors' role in protecting stakeholders. This paper makes two important contributions. First, it contributes to our understanding of board diversity characteristics and roles that improve CG codes in the context of engaging with stakeholders. Second, the paper develop a number of theoretical propositions that can assist as the foundation for future research on this issue, particularly in emerging countries, given that the data and propositions are derived from emerging country settings. This study highlights the need for enhancing election criteria when it comes to appointing BODs, especially in the case of an organisational shift towards a socially responsible business. The implications for policy makers can be found in the need for regulatory and judicial systems' capacity improvements to enhance institutional pressures to increase CSR adoption rate via coercive and normative methods.

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This study aims to discover non-executive directors' competencies that important to improve their roles towards the adoption of Corporate Social Responsibility (CSR). To begin with, the review of the existing body of literature on the topic of Corporate Governance (CG) codes and the survey of numerous postulations offered is conducted. A qualitative interpretive approach is adopted, based on in-depth interviews conducted with board and management levels of the two companies operate in Saudi Arabia. The key outcomes of the study suggest that (i) NEDs' independence represents a typical practice in CG and; (ii) NEDs' competencies and roles represent a governance issue which needs to be addressed via CG code to protect the stakeholder groups. The findings imply a shift in the recent focus on developing and reforming CG Codes towards CSR orientation and the growing role of NEDs in stakeholder's protection. The key contribution of the study can be found in the enhancement of the current level of understanding of non-executive directors' competencies and role and the improvement of CG codes to address the issue of stakeholder engagement. The multiple-theoretical framework including aspects of resources dependence, stakeholder and resource-based view of the firm theories allows for the interpretation of the link between NEDs competencies and roles in the CSR context. Board members and managers can find this study useful in improving the election criteria of NEDs' appointing mechanisms. Additional implications relate to policy makers as the need for increasing the regulatory capacity and legal systems in the area of CG reform is highlighted. Stakeholder's pressures and forced and normative variety in particular have the potential to enhance the level of CSR adoption.