The influence of board chairs on director engagement: A case‐based exploration of boardroom decision‐making

Abstract

Manuscript type Empirical Research question/issue This study seeks to better understand how board chairs, as leaders and equals, shape the context for other directors to engage in their governance roles. Research findings/insights Using a combination of video‐taped board meetings and semi‐structured interviews with directors at three corporations, we found a generalized and negative association between chair involvement and directors' engagement during board meetings. Theoretical/academic implications Our empirical results suggest that the chair's role can be viewed as a paradox, requiring both (i) strong leadership to counter managerial power, and (ii) a more subtle orientation as peer to fellow directors that enables other board members to contribute to boardroom decision‐making. Moreover, our study revealed the transitory nature of both chair contributions and directors' engagement during meetings, highlighting the potential and need for further unpacking of the temporal dimensions of boardroom decision‐making processes. Practitioner/policy implications Our analysis suggests a revision of the implicit prescription in the literature for board chairs to be active leaders who lead from the front. Given that chair involvement appears to reduce director engagement during meetings, our research hints at the need for a more supportive role of the chair during boardroom decision‐making that is in line with non‐traditional leadership models https://youtu.be/urcJHJHRXwc.

The board chair effect across countries: An institutional view

“…Our research also offers important implications for practitioners, particularly corporate governance stakeholders such as investors, analysts, and regulators. Our findings corroborate survey‐ and case‐based research showing that board chairs' impact on firms varies by country (Bezemer, Nicholson, & Pugliese, ; Hoppman, Naegele, & Girod, ; Shekshnia, ). For those responsible for evaluating firm governance, knowing the degree of influence a board chair has on firm performance can significantly improve overall assessments of governance quality.…”

Opening the ‘black box’: what does observational research reveal about processes and practices of governing?

“…Many of the papers examined in this review equate observation with a process approach (Parker 2007(Parker , 2008Hough et al 2010;Maitlis 2004;Pugliese et al 2015a, b;Tacon and Walters 2016;Nicholson et al 2017;Bezemer et al 2018). However, as Jarzabkowski et al (2017) point out, there is a weak and strong use of this term.…”

“…Leblanc characterised effective boards as being chaired by 'Conductors' (work towards consensus, manage dissent, act as a 'hub') and dysfunctional boards by 'Caretakers' ('under-controlling', lacking leadership). Bezemer et al (2018), also who examined the role of the chair in a study of three not-for-profit boards described as 'member-based corporations'. Analysis produced three main chair 'behaviours': giving personal views; facilitating; and providing information.…”

Farewell editorial: Exiting editors' perspective on current and future challenges in corporate governance research

“…Future studies should attempt to "opening the black box" of governance, particularly the decision processes of the board (Huse et al, 2011). A number of qualitative methods for data collection and analysis may be used to explore processes and dynamics, for example, interviews, case studies, text analysis, participant observation, and video or type recording (e.g., Bezemer, Nicholson, & Pugliese, 2018;McNulty & Pettigrew, 1999;Ravasi & Zattoni, 2006;Schwartz-Ziv, 2013;Tuggle, Sirmon, Reutzel, & Bierman, 2010). Utilizing these tools, scholars can improve our knowledge on several interesting topics, such as how board demography affects internal processes and-through this-…”