Appointment as a director of a company board often represents the pinnacle of a management career. Worldwide, it has been noted that very few women are appointed to the boards of directors of companies. Blame for the low numbers of women of company boards can be partly attributed to the widely publicized "glass ceiling". However, the very low representation of women on company boards requires further examination. This article reviews the current state of women's representation on boards of (...) directors and summarizes the reasons as to why women are needed on company boards. Given that more women on boards are desirable, the article then describes how more women could be appointed to boards, and the actions that organizations and women could take to help increase the representation of women. Finally, the characteristics of those women that have succeeded in becoming members of company boards are described from an international perspective. Unfortunately, answers to the vexing question of whether these women have gained board directorships in their own right as extremely competent managers, or whether they are mere token female appointments in a traditional male dominated culture, remains elusive. (shrink)

This study examines the presence and roles of female directors of U.S. Fortune 500 firms, focusing on committee assignments and director background. Prior work from almost two decades ago concludes that there is a systematic bias against females in assignment to top board committees. Examining a recent data set with a logistic regression model that controls for director and firm characteristics, director resource-dependence roles and interaction between director gender and director characteristics, we find that female directors are (...) less likely than male directors to sit on executive committees and more likely than male directors to sit on public affairs committees. There is little if any evidence of systematic gender bias in director assignment to other board committees. We find some evidence that boards evaluate resource dependence differently for women than men. (shrink)

This study investigates the influence of old directors on corporate social responsibility (CSR) using roughly 25,000 firm-year observations from 2001 to 2015 in the United States. We employ the widely used selection, optimization, and compensation (SOC) model from psychology to explain the CSR decisions of old directors. Our results indicate that firms with a higher percentage of old directors tend to have lower engagement in CSR activities. To address endogeneity, we adopt the difference-in-differences method and use the (...) event of sudden deaths and unexpected retirements of old directors and find that our results remain robust. Our analysis also reveals that the negative impact of old directors on CSR is more significant in firms where directors receive fewer reputational spillover benefits from CSR initiatives and/or firms exhibiting poor corporate governance. In addition, this adverse impact of old directors comes from two effects: a reduction in efforts to enhance CSR strengths and an increase in inaction to address CSR concerns. Overall, these findings suggest that the CSR decision-making process of old directors involves assessing the costs and benefits of CSR engagements, consistent with our hypothesis derived from the SOC model. (shrink)

This study examines the presence and roles of female directors of U.S. Fortune 500 firms, focusing on committee assignments and director background. Prior work from almost two decades ago concludes that there is a systematic bias against females in assignment to top board committees. Examining a recent data set with a logistic regression model that controls for director and firm characteristics, director resource-dependence roles and interaction between director gender and director characteristics, we find that female directors are (...) less likely than male directors to sit on executive committees and more likely than male directors to sit on public affairs committees. There is little if any evidence of systematic gender bias in director assignment to other board committees. We find some evidence that boards evaluate resource dependence differently for women than men. (shrink)

Based on a survey of 2,361 directors in 291 of the largest companies of the Southeast States, this study empirically examined boards of directors' stakeholder orientations. The results indicate that there exist distinct stakeholder groups perceived by directors, directors have high stakeholder orientations, directors view some stakeholders differently depending on their occupation and type.

Academic debate on the strategic importance of women corporate directors is widely recognized and still open. However, most corporate boards have only one woman director or a small minority of women directors. Therefore they can still be considered as tokens. This article addresses the following question: does an increased number of women corporate boards result in a build up of critical mass that substantially contributes to firm innovation? The aim is to test if ‘at least three women’ could (...) constitute the desired critical mass by identifying different minorities of women directors (one woman, two women and at least three women). Tests are conducted on a sample of 317 Norwegian firms. The results suggest that attaining critical mass – going from one or two women (a few tokens) to at least three women (consistent minority) – makes it possible to enhance the level of firm innovation. Moreover, the results show that the relationship between the critical mass of women directors and the level of firm innovation is mediated by board strategic tasks. Implications for both theory and practice, and future research directions are discussed. (shrink)

This study examined the relationship between the proportion of women serving on firms' boards of directors and the extent to which these same firms engaged in charitable giving activities. Using a sample of 185 Fortune 500 firms for the 1991-1994 time period, the results provide strong support for the notion that firms having a higher proportion of women serving on their boards do engage in charitable giving to a greater extent than firms having a lower proportion of women serving (...) on their boards. Further, the results suggest a link between the percentage of women on boards and firm philanthropy in the areas of community service and the arts, but found no link between women boardmembers and firm giving to support education or public policy issues. The implications of the findings and some areas for future research are discussed. (shrink)

We explore the impact of board resources arising from diverse board members on the achievement of environmental, social, and governance (ESG) goals. Employing resource dependence theory as our frame and drawing on qualitative data from 41 interviews with board directors of publicly traded and privately held companies in the United Arab Emirates (UAE), we identify three key mechanisms underpinning the achievement of ESG goals, namely, the leveraging of particular connections, the deployment of different resources, and the (...) harnessing of a range of diversity types. We find that the use of social resources is often related to environmental concerns and occasionally social goals, but rarely governance issues. We also find that financial motivations often drive environmental issues, while many of the social resources that added value occurred in the public sector. Importantly, the combining of both skill and social resources, rather than relying on each alone, was seen to increase the likelihood of achieving ESG goals. Our findings also point to the importance of board diversity in accomplishing the board's ESG goals, most especially functional diversity. We propose that such functional diversity, along with resources in the form of social resources and skills, needs to feature more prominently in order to improve ESG performance and outcomes. We highlight the implications of our work, especially regarding the establishment of board diversity policies beyond gender alone. (shrink)

In this article, we examine the link between board composition and an enterprise strategy outcome, stakeholder relations. Because a firm’s enterprise strategy is set at the highest level of the organization, we expect the presence of stakeholder directors (suppliers, customers, employees, and community representatives) to be positively associated with stakeholder performance.Results from an analysis of 3,268 board members representing 250 firms are discussed in the context of both corporate governance and stakeholder management literatures.

The article attempts to examine the impact of banks' specifics and board of directors' characteristics on directors' remuneration (REM) of 38 Indian listed banks from 2010 to 2019. The current study is based on secondary data that are extracted from the Prowess IQ database. Fixed effect model is used for analysing the data and generalised method of moment is applied for dealing with endogeneity problem. Finally, the sample is classified into three groups in order to check the (...) robustness of the results. Results revealed that return on assets, size, and market capitalisation positively and significantly impact directors' REM of Indian listed banks. While banks' age, capital adequacy, current ratio, and board of directors' composition have an insignificant impact on directors' REM of Indian listed banks. The findings of the study provide new evidence about the impact of banks' specifics and board of directors' characteristics on directors' REM in the Indian banking sector. The findings suggest that firms' specifics are significant determinants of directors' REM. (shrink)

This study examines the impact of board of director gender diversity on corporate tax aggressiveness. Based on a sample of 418 U.S. firms covering the 2006–2009 period, our ordinary least squares regression results show a negative and statistically significant association between female representation on the board and tax aggressiveness after controlling for endogeneity. Our results are consistent across several measures of tax aggressiveness and additional robustness checks.

Outside directors’ regular board meeting attendance is important in improving the effectiveness of a governance system. Such attendance is evidence of their commitment to the firm as key other players in monitoring and decision making. Using a unique dataset for Korean firms, and three-level random coefficients models, we find that, foreign outside directors, an independent appointment process, professional knowledge of business operations and accumulated firm-specific knowledge are important factors that affect outside directors’ attendance of board (...) meetings. The results also confirm that both outside directors’ personal characteristics and the social context are crucial in understanding their board meeting attendance. Further analysis shows that a positive corporate environment that supports the outside director system encourages outside directors’ attendance at board meetings. (shrink)

Business ethics is one of the most significant demands made by institutional and individual investors, who usually require the participation of the board of directors in the planning and implementation of ethical behaviour in corporations. This is done by drawing up an ethics code and then monitoring its fulfilment. This study has a dual objective: first, to analyse the role played by the composition of the board of directors, and by that we mean its independence and (...) the diversity of its members, on the implementation and scope of an EC, and, second, to detect whether the corporate governance system moderates the level of involvement of the board in ethical issues. The findings obtained from a data panel sample made up of 760 listed companies from 12 countries for the years 2003–2009 show that the largest companies with large-sized and diverse boards implement the most developed ECs. Nevertheless, the extent of involvement of the independent directors is conditioned by the level of shareholder orientation characteristic of the system of CG in the corporation’s country of origin. (shrink)

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in (...) outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample. (shrink)

In today's world, the corporate image of the largest companies is closely linked to their performance in the field of corporate social responsibility and the disclosure of information on that topic, specifically, on climate change. Since the Board of Directors is the body responsible for this process, the aim of this article is to show the role that companies' Boards of Directors play in the accountability process vis-à-vis stakeholders in relation to one specific aspect which has enormous (...) significance in environmental information: practices used to monitor greenhouse gas emissions. In order to achieve this, we shall verify certain business characteristics, in addition to the size and activity of the Board of Directors, and we shall take different dependence models into consideration. These models will include variables related to the level of independence and diversity of the Board of Directors, which interact with dummy variables representing the company's litigation risks regarding environmental behavior and the institutional macro-context of the organization's country of origin. The results make it clear that Boards of Directors are basically focused on the traditional responsibility of creating economic value, instead of dealing with today's broader business world concepts, which include social responsibility. This focus, therefore, does not favor the accountability process before other stakeholders, if this makes it more difficult to protect the interests of shareholders. (shrink)

Corporate governance concerns, discussions and developments have been largely concerned with listed companies and situations in which there is a clear separation of ownership and control. This article examines the relevance of corporate governance to the worlds of smaller companies, family businesses and owner directors. It reports some preliminary findings of an examination of the governance of 60 unlisted SMEs based in the East of England which took place during 2005 and 2006. After assessing the value being added by (...) the directors and boards encountered and the contribution effective boards could make to the growth and development of SMEs, it considers the implications of the findings and areas for further research. (shrink)

This study investigates how board size and occupational background of directors differentially influence social performance in for-profit and non-profit organizations. Using data from California hospitals, we develop a quantitative measure of social performance and provide the following empirical evidence. First, board size is negatively (positively) associated with social performance in for-profit (non-profit) hospitals. Second, the presence of government officials on the board is negatively (positively) related to social performance in for-profit (non-profit) hospitals. Third, representation of physicians (...) on the board is positively associated with social performance in for-profit hospitals, whereas their presence is not significantly related to social performance in non-profit hospitals. Our findings highlight the different effects of governance mechanisms on social performance in for-profit and non-profit organizations. (shrink)

In this study, I examine the role racial minorities in the boardroom can play in reducing social injustice by promoting more equal access to mortgage credit to minority households. I develop a simple theoretical model that posits directors who are racial minorities provide the credit unions they govern with a perspective that shapes lenders’ trust of minority applicants. This trust is shaped by homophily and the tendency of individuals to prefer interactions with similar individuals. Using mortgage loan data from (...) a cross-section of credit unions in the United States from 185,446 applications, I find that credit unions where the majority of board members are minorities are less likely to reject a similarly qualified minority applicant than their counterparts. Governance by minority directors significantly reduces the effects of discrimination faced by minority applicants. The board’s effect is strongest in minority neighborhoods and where the homophily is stronger between directors and applicants. (shrink)

This paper presents a framework for board self-evaluation based on a model grounded in the governance and team effectiveness literatures. It develops arguments for the creation of board effectiveness committees that are assigned responsibility for evaluating board construction, activities and outputs and the fit of these factors to environmental conditions. It presents the board effectiveness committee as an important element in the governance process.

Increasing the participation of women in top-level corporate boards is high on the agenda of policy-makers. Yet, we know little about director appointment dynamics and the drivers and impediments of women appointments. This study builds on organizational and group-level behavior theories and empirically investigates how ex-ante board structures and gender-specific board dynamics impact the representation of women on corporate boards. We study boards of listed firms in Europe between 2002 and 2019 and find a declining appointment probability for (...) every additional woman, i.e., the share of women already on the board negatively predicts the likelihood of additional women appointments. Further, we find evidence of a replacement effect, i.e., the likelihood of a woman being appointed as director is significantly larger when a woman, compared to when a man, leaves the board. We do not find spillover effects from non-executive to executive boards. These results are robust to econometric model specifications that address potential endogeneity concerns using matching and instrumental variables. Our results confirm that board director appointments are gender specific and suggest that demand-side factors such as explicit and implicit norms drive women appointments up to a certain threshold. (shrink)

This study empirically examines the association between certain director characteristics and the extent of voluntary audit committee disclosure in annual reports. Results suggest that Singapore's publicly traded firms are more likely to voluntarily disclose audit committee related information as: the number of board members increases; different individuals occupy the roles of CEO and board chairperson; and the proportion of independent directors serving on the board increases. Findings, however, fail to show any association between the amount of (...) voluntary audit committee disclosure and the percentage of executive directors' ownership. Documented findings are of interest and benefit to various parties including regulators, corporate governance reformists, and corporate management. For instance, findings imply that a positive by-product of implementing major corporate governance reforms currently championed by corporate governance reformists will be an increase in audit committee disclosures. As a result, there will be less pressure on regulators to develop, introduce, and enforce mandatory audit committee disclosures that may be potentially intrusive to a firm's management. (shrink)

In this article, we examine the factors determining the representation of women on boards of directors by considering three main questions. The first question deals with the relationship between characteristics of ownership and governance on one side, and female directorship on the other. The second major question concerns the demographic attributes of women directors, such as nationality, foreign experience, educational level, business expertise, and connections to external sources. The third important question refers to women in senior positions on (...) French boards (e.g., as independent members or board subcommittee members) in relation to firm characteristics and women’s demographic attributes. Our study focuses on French large- and mid-capitalized companies belonging to the SBF120 stock market index during a 5-year period running from 2000 to 2004. First, our results give evidence that the appointment of women directors is strongly related to family ownership and board or firm size. Second, the appointment of women directors is related to their professional services, valuable skills, and network links. Furthermore, we show that women face a double glass-ceiling problem, and note that French firms rely more on the demographic attributes of their women directors when they are appointed to senior board positions. Our study sheds light on issues concerning the law that comes into force in 2016, which imposes quotas of women members on boards of directors in French companies. (shrink)

Under resource dependence theory, firms should benefit from diverse boards of directors. Ethical arguments also highlight that boards should be as diverse as the stakeholders and communities that they serve. In an attempt to increase diversity and women’s presence on boards of directors, legislative efforts have enacted gender quotas. We examine how such efforts are perceived by U.S. market participants. We expect that when a firm operating under a quota law meets only the minimum requirement, investors will view (...) the female directors through the lens of token status theory and invest fewer resources in that firm than they will in a firm that exceeds the quota minimum or has the same composition but is not under a quota law. Through an experiment with 207 MTurk participants, we manipulated whether a firm was or was not under a quota law and whether the number of female board members was just at or exceeded the law’s minimum compliance. We find evidence that under a quota system, U.S. market participants tend to view female directors as tokens when the firm is just at the quota minimum, and these perceptions both affect their view of the firm’s prospects and negatively influence investment decisions. Importantly, however, we find that these negative effects can be offset and that resource dependence theory holds if the firm _exceeds_ the quota, signaling that the hiring of female directors is not simply compliance-dependent and subsequently leading U.S. market participants to invest more resources in the firm. (shrink)

The evidence for a positive, direct link between the representation of women on boards of directors and financial performance is tenuous. Given the importance of the gender diversity–financial performance debate, researchers are left to examine how, if at all, the two are linked. The present study takes the position that the link is indirect. Specifically, following stakeholder theory, an argument is made that women on boards’ attunement to stakeholder interests leads them to influence firms’ prosocial actions, which results in (...) higher levels of corporate social responsibility. In turn, following the extant literature, CSR is expected to be positively linked to financial performance. Relying on a sample of Australia’s largest publicly traded firms, the results demonstrate that women on boards are linked to CSR and that CSR is linked to financial performance. However, in the mediation test, CSR appears to fully mediate the link between women on boards and financial performance. The results are discussed along with limitations and future research directions. (shrink)

The aim of this research is to examine what impact female institutional directors on boards have on corporate performance. Previous research shows that institutional female directors cannot be considered as a homogeneous group since they represent investors who may or may not maintain business relations with the companies on whose corporate boards they sit. Thus, it is not only the effect of female institutional directors as a whole on firm value that has been analysed, but also the (...) impact of pressure-resistant female directors, who represent institutional investors that only invest in the company, and do not maintain a business relation with the firm. We hypothesize that there is a non-linear association, specifically quadratic, between institutional and pressure-resistant female directors on boards and corporate performance. Our results report that female institutional directors on boards enhance corporate performance, but when they reach a certain threshold on boards, firm value decreases. In line with female institutional directors, pressure-resistant female directors on boards also increase firm value, but only up to a certain figure, above which they have a negative impact on firm performance. These findings are consistent with an inverted U-shaped relationship between female institutional directors and pressure-resistant female directors and firm performance. (shrink)

As an important way for enterprises to fulfill social responsibility, corporate philanthropy has attracted much attention from the academic community. But there are still few well-targeted theoretical and empirical studies on what functions the board of directors should perform to better fulfill philanthropic responsibilities. Taking this deficiency as a breakthrough, this study focuses on Chinese state-owned and private enterprises to analyze and test the functions performed by the BOD in CP. Based on the sample of Chinese A-share listed (...) companies from 2008 to 2019, the empirical results show that the BOD of state-owned enterprises mainly performs a monitoring function in CP while that of private enterprises mainly performs a consulting function. The above findings remain valid when potential biases in the quantitative analysis are considered. Further research shows that environmental dynamism and board fault lines inhibit the performance of the above two functions. The contributions of the study include clarifying the functional characteristics of the BOD in CP and its influencing factors, revealing new theories to the formation mechanism of CP, which provide references for enterprises to optimize philanthropic decision-making. The limitation should also be emphasized that our findings are based only on Chinese contexts. (shrink)

This paper investigated the effects, ramifications and limitations of categorising and labelling Directors and Boards when measuring or evaluating performance. According to Weiner (1982) labelling can have a profound impact on a person's life, leading to stigmas, reputation bias, prejudice or discrimination which can adversely impact Director and Board performance. Labelling Directors' behavioural traits can lead to the exaggeration of behaviours and lead fellow Directors or shareholders to have preconceived expectations about Directors. This study hypothesised (...) that measurement of Directors and Boards should be measured on a continuum and remain fluid. Fluid measurement takes into account all aspects of a Directors behaviour, circumstances and situational impacts, without categorisation or judgement. Results suggest Directors feel more confident in their ability to perform as Directors and evidence a greater state of preparedness and readiness for change. Findings are discussed in terms of the impacts for Directors, decision-making ability and Board performance. (shrink)

This article investigates the gender diversity of the corporate board of European Union banks. Employing a large sample of 612 European banks from 20 European countries, it identifies organizational characteristics that could be predictive of women’s presence on bank boards. We identify three factors that play a particularly important role in defining bank board gender diversity. First, the proportion of women on the board is higher for lower-risk banks. We argue that there may be some statistical discrimination (...) behind this relation, although it could also be explained by a real risk-aversion hypothesis. Second, banks with larger boards have a higher proportion of women on their boards, which could be considered a signal of some kind of preference for homogeneity on small boards. Finally, banks that have a growth orientation are more prone to include women on their board, since they may be seen as providers of diverse external resources that are more valued by firms operating under critical circumstances. (shrink)

Recent research by the author has established that boards have an important and significant role to play when it comes to their organisations' strategy and strategic planning process. But is there room for improvement? According to the directors that have participated in an ongoing research project, the answer is most definitely 'yes'. The current paper identifies and discusses the top 13 areas of improvement, which directors feel need to be addressed if their responsibility for strategy is to be (...) exercised properly. The author's findings point especially to the types of practices that modern boards need to follow if they are serious about getting the maximum benefit from their engagement with management in an organisation's strategic planning process. (shrink)

On August Business Roundtable, the Business Roundtable redefined the purpose and social responsibility of the corporation. Yet, this statement must be followed by substantial changes in the business models of corporations for it to avoid becoming empty rhetoric. We believe that the figure of the independent director may be one of the catalysts needed for this change of paradigm for corporations. In spite of the positive correlation between Corporate Social Responsibility and board independence, the development of the independence of (...) boards during the last decade has not lead to the expected CSR results. Academics and regulators point to a weak definition and the non-standardized measurement of both independence and board independence as one possible explanation, and agree that a broader definition is needed. This paper aims to contribute to this debate. We develop a second-generation definition of independence based on a positive approximation to the concept by integrating an Aristotelian perspective of virtue ethics with the best practices of corporate governance. Thus, we define independence as a virtue guided by practical wisdom, that implies autonomy and autarky and which enables a person to act with integrity, fairness and truthfulness. In the context of corporate governance, independence is associated with an honest disposition to serve. Our proposal has political implications for supervisors that make decisions relating to the suitability of board members. (shrink)

This study investigates how adoption of advisory governance policy encourages firms to become more responsive to their shareholders over time. Although shareholder activism is costly and often viewed as unable to drive meaningful change, we identify increasing shareholder voice as an underlying mechanism to explain how advisory policy adoption ultimately reshapes board–shareholder relations. Drawing on signaling theory and behavioral views of board–shareholder dynamics, we test our predictions following the broad shift in corporate board voting policies from plurality (...) to majority vote standards. While prior research shows that majority vote adoption has little to no direct impact on director elections, empirical results from 2,390 firm-year observations provide support for our hypotheses that adoption of this advisory electoral standard signals a willingness to hear shareholder concerns, leading to increased shareholder activism and, in turn, board responsiveness to shareholder proposals. Overall, our results help explain why some firms continue to fight the purely advisory policy and why an era of shareholder empowerment followed the majority vote campaign. (shrink)

This research reports the results of a study of women serving on boards of directors of Canadian private and public sector organizations. These women (N = 278) were an impressive and talented group (eduction, professional designations). In addition, they brought a variety of backgrounds and expertise to their director responsibilities. Most were nominated as a result of recommendations from current board members, CEOs, or someone who knew board members or CEOs. Thus personal relationships (the old boy's network) (...) as well as track records and appropriate expertise were important factors in board nominations. Women directors thought they had some influence on women's issues with their boards and board companies. A majority believed that board members should be more diverse, including more women and fewer male CEOs. However they indicated several barriers faced by women in being selected and nominated for board appointments. (shrink)

In this paper we relate the board's attributes to the firm's opacity as measured by the adverse selection component of the bid-ask spread. We find that larger boards and outside directors are associated with reduced opacity, especially in freestanding firms. However, directors' excess control is associated with a significant increase in firm's opacity. We also find that the presence of family pyramidal holding defuses any potential monitoring benefits of board attributes. Our findings suggest that the firm's (...) ultimate ownership structure is not neutral in determining the monitoring effectiveness of the board of directors. This might help explain existing mixed evidence on the monitoring role of the board of directors. (shrink)

Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.Corporate ethics programs usually address conflicts of interest that may arise in the firm''s activities. Some boards of directors take active roles in their firms'' ethics programs by actively overseeing the programs. This paper empirically (...) examines the relationship between ethics programs and potential conflicts of interest and the relationship between board involvement in a firm''s ethics program and potential conflicts of interest. (shrink)

One of the fundamental principles of good corporate governance is transparency, i.e., the disclosure of private information to external stakeholders, so that they may make judgments and decisions relating to the corporation. Equally important, but less discussed, is the competing value that corporations need to protect legitimate secrets. Corporations thus need a communication strategy for dealing with external stakeholders which addresses the conflict between disclosure and secrecy. This article focuses on an important element of that communication strategy in the context (...) of financial reporting: the possibility that corporate insiders may consider it in their interest, or in the interest of specific stakeholders, to alter or manipulate the financial information that it discloses publicly. Using concepts from the corporate governance and financial reporting literatures, it addresses the ethical question of who (management or the board of directors) should be responsible for making the fundamental strategic choices whether and (if so) how the corporation alters or manipulates the financial information. This article argues that the board of directors is responsible for formulating (and monitoring) the corporation's communication strategy, and that management is responsible for carrying it out. (shrink)

Ten countries have established quotas for female representation on publicly traded corporate and/or state-owned enterprise boards of directors, ranging from 33 to 50 %, with various sanctions. Fifteen other countries have introduced non-binding gender quotas in their corporate governance codes enforcing a “comply or explain” principle. Countless other countries’ leaders and policy groups are in the process of debating, developing, and approving legislation around gender quotas in boards. Taken together, gender quota legislation significantly impacts the composition of boards of (...) directors and thus the strategic direction of these publicly traded and state-owned enterprises. This article outlines an integrated model of three institutional factors that explain the establishment of board of directors gender quota legislation based on the premise that the country’s institutional environment co-evolves with gender corporate policies. We argue that these three key institutional factors are female labor market and gendered welfare state provisions, left-leaning political government coalitions, and path-dependent policy initiatives for gender equality, both in the public realm as well as in the corporate domain. We discuss implications of our conceptual model and empirical findings for theory, practice, policy, and future research. These include the adoption and penalty design of board diversity practices into corporate practices, bottom-up approaches from firm to country-level gender board initiatives, hard versus soft regulation, the leading role of Norway and its isomorphic effects, the likelihood of engaging in decoupling, the role of business leaders, and the transnational and international reaction to board diversity initiatives. (shrink)

This paper reports the first stage of our research agenda concerning the factors that influence the appointment of individuals to Canadian boards of directors. This particular study begins our examination of the role of women on boards. We focus on three interrelated aspects: the characteristics of the women who are appointed to boards, the characteristics of the firm that appoints a woman to an all-male board of directors, and the relationship, if any, between female directors and (...) corporate social behaviour. The results of our study indicate that (1) women who are currently of the boards of publicly traded companies in Canada are independent and powerful directors, and (2) the firms that appoint a woman to an all-male board tend to be less socially responsible and have small boards of directors. The paper concludes with indications for where we think our research should now proceed. (shrink)

This paper examines the evolving pattern of gender diversity of the boards of directors of leading Norwegian and British companies on a longitudinal basis. The period covered by the study covers the run up to proposed affirmative action legislation in Norway and, as such, affords an insight into corporate actions in this emerging institutional context. The findings demonstrate that, while board diversity has grown substantially in both countries in recent years, it has done so considerably more rapidly in (...) Norway than in the United Kingdom. The analysis highlights the sectoral variation between the countries in the pattern and growth of board diversity and suggests that the vast majority of the overall growth in board diversity is the result of changing firm behaviour rather than sectoral shift in the United Kingdom or Norwegian economies. It is also shown that as diversity has increased there has been no fall in how experienced female directors are; neither is there evidence of a rise in the number of boards that female directors sit on. This suggests that the rapid growth in board diversity has been achieved without any fall in the quality of female directors. (shrink)