Annals of Corporate Governance > Vol 2 > Issue 1

Understanding Boards of Directors: A Systems Perspective

Jay W. Lorsch, Harvard University, USA, jlorsch@hbs.edu
 
Suggested Citation
Jay W. Lorsch (2017), "Understanding Boards of Directors: A Systems Perspective", Annals of Corporate Governance: Vol. 2: No. 1, pp 1-49. http://dx.doi.org/10.1561/109.00000006

Published: 20 Feb 2017
© 2017 J. W. Lorsch
 
Subjects
Corporate governance
 
Keywords
G34 Corporate GovernanceM10 Business Administration
Corporate boardsSocial systems
 

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In this article:
1. Introduction
2. The Roots of Research on Corporate Boards
3. Demystifying the Dynamics of Corporate Boards
4. The Move Towards Scientific Rigor
5. The Constraints on Gathering Evidence
6. Why Board Research Should Focus on Social Systems
7. A New Paradigm for Board Research
Appendices

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.

DOI:10.1561/109.00000006
ISBN: 978-1-68083-246-4
62 pp. $55.00
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ISBN: 978-1-68083-247-1
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Table of contents:
1. Introduction
2. The Roots of Research on Corporate Boards
3. Demystifying the Dynamics of Corporate Boards
4. The Move Towards Scientific Rigor
5. The Constraints on Gathering Evidence
6. Why Board Research Should Focus on Social Systems
7. A New Paradigm for Board Research
Appendices

Understanding Boards of Directors: A Systems Perspective

Since the middle of the twentieth century, business and legal scholars have tried to explain why corporate boards of directors function as they do, but it is not easy work to understand what happens behind the closed doors of boardrooms. Understanding Boards of Directors examines why research on corporate governance has been slow and uneven, and where that research should turn next to be most valuable to practitioners. The author traces the history of research on corporate boards and analyzes the trends in that research, including the relative value of the types of data that researchers in this field have used, and ultimately identifying the best path forward in studying these complex social systems. The author focuses primarily on research that reflects firsthand experience with boards that should provide some guidance for people working in this evolving field and help to understand the true complexity of corporate boards.

 
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