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Strategic LeadershipTheory and Research on Executives, Top Management Teams, and Boards$
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Bert Cannella, Sydney Finkelstein, and Donald C. Hambrick

Print publication date: 2008

Print ISBN-13: 9780195162073

Published to Oxford Scholarship Online: January 2009

DOI: 10.1093/acprof:oso/9780195162073.001.0001

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Understanding Board Structure, Composition, and Vigilance

Understanding Board Structure, Composition, and Vigilance

Chapter:
(p.227) 8 Understanding Board Structure, Composition, and Vigilance
Source:
Strategic Leadership
Author(s):

Sydney Finkelstein (Contributor Webpage)

Donald C. Hambrick (Contributor Webpage)

Albert A. Cannella

Publisher:
Oxford University Press
DOI:10.1093/acprof:oso/9780195162073.003.0008

This chapter provides an overview of the key driving forces influencing the makeup and behavior of boards of directors. Theories of resource dependence, institutionalization, and agency are all examined, with still-unanswered questions posed as propositions. The concept of board vigilance is introduced as perhaps the central construct in corporate governance. Vigilant boards are effective at monitoring and disciplining managers and are appropriately involved in strategic decision making. What accounts for board vigilance is of fundamental importance in research and in practice. While the relative power of a CEO to a board is a key influence, recent research has also considered a variety of interpersonal mechanisms that are at play. What remains is a key set of research opportunities to explore the vigilance dynamic in much greater detail, including the development of considerably more valid measures of vigilance than has historically been the case.

Keywords:   board of directors, corporative governance, board vigilance, critical contingencies, board composition, board structure

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