Habitual accountability routines in the boardroom: How boards balance control and collaboration

open3siCorporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external to internal accountability mechanisms primarily occurs at the board of directors. Yet outside of incentive mechanisms, we know surprisingly little about how internal actors (management) are held to account by the representatives of external shareholders (the board). This paper explores the process of accountability at this transition point by documenting the routines used by boards to hold the firm’s management to account. In so doing we develop our understanding of the important transition between internal and external firm accountability.embargoed_20190401Nicholson, Gavin; Pugliese, Amedeo; Bezemer, Pieter JanNicholson, Gavin; Pugliese, Amedeo; Bezemer, Pieter Ja

The unknown micro-foundations of corporate boards:Going inside the black box and beyond

The corporate board of directors has been likened to a “black box” (Huse, 2005), drawing a parallel to the black box installed in airplanes, which captures what happens in the airplane’s cockpit. This is arguably a very apt comparison, since after airplane accidents and crashes; investigators seek to recover the black box, in order to understand what caused the accident. Yet, following numerous corporate crashes widely attributed to corporate board failures, we as scholars have, in the main, not opened the proverbial black box of the board. There are a number of reasons for our comparatively limited knowledge of what goes on inside the board. Firstly, the commercially sensitive nature of what corporate boards do means they are reluctant to invite outsiders in (Goldman and Swayze, 2012). Secondly, corporate board directors represent the upper most echelon of corporate elites, and the challenges of accessing them are well documented, including time pressure, making contacts and overcoming power imbalances (Kadushin, 1995), thus accessing corporate boards takes time, ingenuity and diligence. Despite these challenges, there is a germinating body of research, which has begun to lift the lid on the black box of the corporate board, and to unpick the micro-foundations of corporate boards through methods such as observational studies (E.g. Currall, Hammer, Baggett, Doniger, 1999), visual methods research (Bezemer, Nicholson, and Pugliese, 2018), and survey-based studies that assess group dynamics (Brown, Buchholtz, Butts, Ward, 2019). In order to push the boundaries of corporate board research in the business and society field, we propose to explore the research question, what are the micro foundations of corporate board research and how do they shape (business and society) performance? This is a deliberately broad question, to encourage a deep conversation about the unknown of corporate board research. We seek to present studies that draw on a wide range of methods, theories and approaches, and which seem to bring a new perspective to what we already know

The unknown micro-foundations of corporate boards:Going inside the black box and beyond

The corporate board of directors has been likened to a “black box” (Huse, 2005), drawing a parallel to the black box installed in airplanes, which captures what happens in the airplane’s cockpit. This is arguably a very apt comparison, since after airplane accidents and crashes; investigators seek to recover the black box, in order to understand what caused the accident. Yet, following numerous corporate crashes widely attributed to corporate board failures, we as scholars have, in the main, not opened the proverbial black box of the board. There are a number of reasons for our comparatively limited knowledge of what goes on inside the board. Firstly, the commercially sensitive nature of what corporate boards do means they are reluctant to invite outsiders in (Goldman and Swayze, 2012). Secondly, corporate board directors represent the upper most echelon of corporate elites, and the challenges of accessing them are well documented, including time pressure, making contacts and overcoming power imbalances (Kadushin, 1995), thus accessing corporate boards takes time, ingenuity and diligence. Despite these challenges, there is a germinating body of research, which has begun to lift the lid on the black box of the corporate board, and to unpick the micro-foundations of corporate boards through methods such as observational studies (E.g. Currall, Hammer, Baggett, Doniger, 1999), visual methods research (Bezemer, Nicholson, and Pugliese, 2018), and survey-based studies that assess group dynamics (Brown, Buchholtz, Butts, Ward, 2019). In order to push the boundaries of corporate board research in the business and society field, we propose to explore the research question, what are the micro foundations of corporate board research and how do they shape (business and society) performance? This is a deliberately broad question, to encourage a deep conversation about the unknown of corporate board research. We seek to present studies that draw on a wide range of methods, theories and approaches, and which seem to bring a new perspective to what we already know

Rapamycin has no effect on fibrosis-associated gene expression or extracellular matrix accumulation when administered to animals with established or early allograft vasculopathy

AbstractBackgroundMost patients with functioning heart transplants have established and progressive chronic allograft vasculopathy, a fibroproliferative process for which there is no effective treatment. Coronary artery disease is characterized by histologic evidence of extracellular matrix accumulation (fibrosis). This study compares the effect of rapamycin administered to rats with established allograft vasculopathy on histologic indices of disease progression, extracellular matrix accumulation (fibrosis), and the expression of genes known to regulate extracellular matrix turnover in this model.MethodsLewis recipients of Fisher 344 rat thoracic to abdominal aorta transplants were administered rapamycin starting at 8, 12, and 16 weeks posttransplant or no treatment. Six grafts in each group were harvested at 24 weeks. Vascular remodeling and collagen accumulation (Sirius red) were measured by computerized histomorphometry of aortic sections. mRNA was extracted from frozen tissue, and the expression of fibrosis-associated genes was studied by means of semiquantitative reverse transcriptase-polymerase chain reaction.ResultsRapamycin had no effect on the progression of early or established allograft vasculopathy with regard to intimal thickening, remodeling, extracellular matrix accumulation, or profibrotic gene expression, regardless of the time commenced.ConclusionThe attenuation of the fibroproliferative response in rodents by rapamycin is not seen if the onset of rapamycin therapy is delayed

THE INFLUENCE OF BOARD CHAIRS ON DIRECTOR ENGAGEMENT: A CASE BASED EXPLORATION OF BOARDROOM DECISION-MAKING

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\u2010taped board meetings and semi\u2010structured 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\u2010making. 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\u2010making 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\u2010making that is in line with non\u2010traditional leadership model

Toward a synthesis of the board-strategy relationship: A literature review and future research agenda

Research Question/Issue The strategy role of the board of directors is a contentious topic in both theory and practice and the debate on what boards should or should not do around firm strategy has intensified with changes in global corporate governance. Boards face interventionist regulatory developments, calls for changes in their composition, growing owner engagement, and societal questioning on the corporation\u27s very purpose. With this review, we aim to assess how the research agenda in this area has evolved with these developments. Research Findings/Results Our analysis of 152 articles published in 45 high-quality journals between 2008 and 2020 reveals that the board-strategy literature remains dominated by traditional input–output approaches using archival data. There are, however, some green shoots opening up the debate by recognizing the importance of the firm\u27s specific context, applying alternative or complementary theoretical lenses, exploring the underlying dynamics and processes, and using more sophisticated modeling techniques. Theoretical implications We identify three research directions with the potential to advance the research agenda, namely, untangling the complex, multilevel interplay between stakeholders involved in the strategy process, embracing the processual and temporal nature of the board-strategy relationship, and unpacking the impact of social context to understand when boards matter for strategy. Practical implications Our results indicate that the strategy role of the board is evolving and broadening. Most notably the integration of CSR-related themes into the board-strategy debate, and the leveraging of board diversity in strategic decision-making appear to be important issues for contemporary boards

MANAGING UNCERTAINTY AND UPDATING PARAMETERS IN ELECTRICITY DISTRIBUTION ASSET CONDITION BASED RISK INVESTMENT MODELS

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