Abstract

PurposeBoards presently are considered the most critical component in improving corporate governance (CG). Board diversity is increasingly being recommended as a tool for enhancing firm performance. Academic research and regulatory action regarding board diversity are focussed mainly on gender and ethnic composition of boards. However, the perspective of board members on board diversity and its impact is mostly missing. Moreover, while strategic leadership perspective suggests that a broader set of upper echelon’s characteristics may shape their actions, empirical evidence investigating the impact of less-explored attributes of diversity is almost non-existent. While the research on the input–output relationship between board diversity and firm performance remains equivocal, an intervening relationship between board diversity and board effectiveness needs to be understood. The purpose of this paper is to address all three limitations and explore the subject from board members’ perspective.Design/methodology/approachThe paper presents the findings of qualitative, exploratory research conducted by interviewing 42 board members of FTSE 350 companies. The data are analysed thematically.FindingsThe findings of the research suggest that board members of FTSE 350 companies consider the diversity of functional experience to be a critical requirement for boards’ role-effectiveness. Functionally diverse boards manage external dependencies more effectively and challenge assumptions of the executive more efficiently, thus improving CG. The findings significantly contribute to the literature on board diversity, as well as to strategic leadership theory and other applicable theories. The research is conducted with a relatively small but elite and difficult to approach set of 42 board members of FTSE 350 companies.Practical implicationsThe paper makes a unique and significant contribution to praxis by presenting the perspective of practitioners of CG – board members. The findings may encourage board nomination committees to seek board diversity beyond the gender and ethnic characteristics of directors. The findings may also be relevant for policy formulation, as they indicate that functionally diverse boards have improved effectiveness in a range of board roles.Social implicationsBoard diversity is about building a board that accurately reflects the make-up of the population and stakeholders of the society where the company operates. The aim of board diversity is to cultivate a broad range of attributes and perspectives that reflects real-world demographics as boards need to continue to earn their “licence to operate in society” as organisations have a responsibility to multiple constituents and stakeholders, including the community and the wider society within which they exist. Building social capital through diversity has value in the wider context of modern society and achieving social justice.Originality/valueThe paper makes an original and unique contribution to strategic leadership theory by strengthening the argument of the theory. The paper explores beyond widely researched attributes of gender and ethnicity on boards and explores the impact of a less-researched characteristic of directors – their functional experience. Moreover, the paper opens the “black box” of CG – boards, and presents the perspectives of board members. The findings indicate that board members in FTSE 350 boards define diversity more broadly than academics and regulatory agencies often do.

Highlights

  • Sound corporate governance (CG) facilitates long-term value creation for owners and other stakeholders (Randøy et al, 2006)

  • Strategic leadership theory and board diversity This study aims to explore beyond limited diversity attributes of gender and ethnicity, and is guided by strategic leadership perspective, which posits that decisions taken in organisations are the product of decision makers’ characteristics and their interpretations of situations (Hambrick and Mason, 1984)

  • Three main themes emerge through the analyse of the data: the diversity of functional experience on boards leads to richer intellectual capital; functional diversity on boards helps boards in managing external dependencies; it improves boards’ ability to challenge assumptions

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Summary

Introduction

Sound corporate governance (CG) facilitates long-term value creation for owners and other stakeholders (Randøy et al, 2006). There are four prominent CG systems – Anglo-American, German, Latin and Japanese – which influence the legal, institutional and cultural mechanisms of stakeholders’ control on companies and shape how corporations are run by the management (Oxelheim and Randøy, 2003). CG regimes influence legal systems, corporate structures and philosophies, political orientation and socio-economic and cultural practices (Goyal et al, 2018). The CG followed in the UK is an example Anglo-American system and is often referred to as being market-oriented, short-term-focussed and shareholder-centred (Palmer, 2011). The Anglo-American system of CG is considered to be the most demanding in terms of extensive compliance/reporting procedures, and superior in terms of market performance (Oxelheim and Randøy, 2003; Useem, 1998). While the Code (2018) does not mandate absolute adherence to its provisions, in practice, companies largely comply with the regulation (Arcot et al, 2010)

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