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Understanding Boards of Directors: A Systems Perspective

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  • Lorsch, Jay W.

Abstract

In this essay my goal is to explore why, despite the tireless efforts of talented people, research on corporate governance has been slow and uneven, and where that research should turn to next to be most valuable to practitioners. My belief is that the most fruitful work thus far has recognized that corporate boards are dynamic social systems, has identified all the forces that shape those systems, and has acknowledged that boards should seek to represent a wide variety of stakeholders, not just shareholders. The best way for me to establish this argument is to trace the history of research on corporate boards and analyze the trends in that research, including the relative value of the types of data that researchers in this field have used. Ultimately, I identify what I consider to be the best path forward in studying these complex social systems. I have made a deliberate choice to focus primarily on research that reflects firsthand experience with boards rather than on research that utilizes data derived from questionnaires and other secondary sources. Not everyone will agree with my choices, but my hope is that my perspective will nonetheless provide some guidance for people working in this evolving field to understand the true complexity of corporate boards.

Suggested Citation

  • Lorsch, Jay W., 2017. "Understanding Boards of Directors: A Systems Perspective," Annals of Corporate Governance, now publishers, vol. 2(1), pages 1-49, February.
    • Handle: RePEc:now:jnlacg:109.00000006
    DOI: 10.1561/109.00000006
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    Citations

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    Cited by:

    1. Julia Prömpeler & Dennis B. Veltrop & Janka I. Stoker & Floor A. Rink, 2023. "Striving for sustainable development at the top: Exploring the interplay of director and CEO values on environmental sustainability focus," Business Strategy and the Environment, Wiley Blackwell, vol. 32(7), pages 5068-5082, November.
    2. J. Yo-Jud Cheng & Boris Groysberg & Paul Healy & Rajesh Vijayaraghavan, 2021. "Directors’ Perceptions of Board Effectiveness and Internal Operations," Management Science, INFORMS, vol. 67(10), pages 6399-6420, October.
    3. Ekaterina Bjørnåli & Sarosh Asad & Siri Terjesen, 2024. "Determinants of intra-board behavioral integration in high-tech start-ups," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 28(1), pages 215-236, March.
    4. Kim, Keunyoung, 2022. "When are busy boards beneficial?," The Quarterly Review of Economics and Finance, Elsevier, vol. 86(C), pages 437-454.
    5. Budsaratragoon, Pornanong & Lhaopadchan, Suntharee & Thomsen, Steen, 2020. "Community and compensation: Director remuneration in Thailand," Research in International Business and Finance, Elsevier, vol. 52(C).

    More about this item

    Keywords

    Corporate boards; Social systems;

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • M10 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - General

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