The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey

This paper is a survey of the literature on boards of directors, with an emphasis on research done subsequent to the Benjamin. E. Hermalin and Michael S. Weisbach (2003) survey. The two questions most asked about boards are what determines their makeup and what determines their actions? These questions are fundamentally intertwined, which complicates the study of boards because makeup and actions are jointly endogenous. A focus of this survey is how the literature, theoretical as well as empirical, deals or on occasions fails to deal with this complication. We suggest that many studies of boards can best be interpreted as joint statements about both the director-selection process and the effect of board composition on board actions and firm performance. ( JEL G34, L25)