Call for Papers

Boards of directors remain central to organizing of contemporary corporations. Given boards of directors’ institutional importance and that most of these boards’ social reality is defined by established rules and conventions that govern their collective thoughts, intentions, and behaviours (Diehl & McFarland, 2010), it is not surprising that there is extensive corporate governance literature on boards of directors. Nonetheless, the boards 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, as does the question why boards often fail.
 
Although the recent trend is to focus more on boards’ social and cognitive micro-foundations through the behavioural 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), little has been done to directly explore and explain the interaction, deliberations and decision-making processes in the boardroom. Due to the confidentiality constraints and other methodological challenges, very few researchers have been able to observe board dynamics or interview directors about specific board processes (e.g. Mace, 1971; Huse, 1999).
 
Recently however, although originally only corporate governance scholars were concerned with corporate governance issues, also organizational scholars have begun to take interest in the role of boards of directors in organizations. The topic has become relevant for scholarly debates on organizational purpose (Tihanyi et al., 2014), neoinstitutional perspective on organizations (Cornelissen et al., 2015), and sociocognitive perspectives on management (Pfarrer et al., 2019). Organizational scholars have arrived to the conclusion that corporate governance is not a separate domain of research focused on boards effective monitoring, but rather is an integral part of organizations (Filatotchev, Aguilera, & Wright, 2020). Indeed, how can organizations be understood without understanding the “tone at the top”, or without a consideration of the CEOs appointments, and their formal and informal roles? Or without understanding formal and informal dynamics that actually take place among them in and outside the boardroom? Moreover, how can we understand what happens in the boardroom and consequently in organizations without understanding how board dynamics unfold over time, and how such prominent organizational theory phenomena as conflicts, failures and faultlines facilitate these organizational dynamics?
 
With this Call for Papers we aim to contribute to an increasingly emerging research area on the topics of boards of directors and their stakeholders, and seek to contribute to organizational studies, management and leadership literature. We seek papers that adopt any relevant and fruitful epistemological, theoretical, and methodological perspective to address relevant questions, including socio-psychological approaches (particularly dealing with upper echelons or leadership), power or political perspectives and communication theory, linguistics, narrative, discourse or rhetorical analysis. 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, prescriptive, and descriptive 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 breakdown, conflicts and other imperfections in boards and between boards and their stakeholders?

• How can these breakdowns, biases, deficiencies be studied in the boardroom or in contexts outside the boardroom where directors interact among themselves and with other stakeholders?

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

• How do faultlines or informal subgroups (executive – non-executive; expert – non-expert; gender, family-non-family, national - foreign) explain the quality and effectiveness of board interaction, dialogue and decision-making?

• How do instruments, i.e., artificial intelligence, big data, codes and rules, unintendedly shape these boards’ conflicts, imperfections and failures?

• How can authorities transform board failures, biases, deficiencies and conflicts and help reconcile dilemma’s and conflicts?

• How realistic are (implicit/ taken for granted) assumptions about boards and its purpose under current conditions, codes and rules?

• To what extent can and should we expect board and organizational failures can be prevented or at most only can be mitigated?
   

References

• Bainbridge, S.M. (2010): Director Primacy. UCLA School of Law, Law-Econ Research Paper No. 10-06. Los Angeles.
• Cornelissen, J.P., Durand, R., Fiss, P.C., Lammers, J.C., & Vaara, E. (2015): “Putting communication front and center in institutional theory and analysis.” Academy of Management Review, 40 (1), 10–27.
• Diehl, D., & McFarland, D. (2010): “Toward a Historical Sociology of Social Situations.” American Journal of Sociology, 115 (6), 1713–1752.
• 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 Separation of Ownership and Control.” Journal of Law & Economics, 26 (2), 301–325.
• Filatotchev, I., Aguilera, R.V., & Wright, M. (2020): “From governance of innovation to innovations in governance.” Academy of Management Perspectives, 34 (2), 173–181.
• 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.
• Gabrielsson, J., & Huse, M. (2016): “’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.
• Huse, M. (1998): “Researching the dynamics of board–stakeholder relations.” Long Range Planning, 31 (2), 218–26.
• Mace, M.L. (1971): Directors: Myth and Reality. Boston: Harvard University.
• Pfarrer, M.D., Devers, C.E., Corley, K., Cornelissen, J.P., Lange, D., Makadok, R., Mayer, K., & Weber, L. (2019): “Sociocognitive perspectives in strategic management.” Academy of Management Review, 44 (4), 767–774.
• Tihanyi, L., Graffin, S., & George, G. (2014): “Rethinking Governance in Management Research.” Academy of Management Journal, 57 (6), 1535–1543.
• Veltrop, D.B., Hermes, N., Postma, T.J.B.M., & 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.
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