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Is a Board of Directors a Team?


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Figure 1

Applying Wageman et al.'s (2005) team diagnostic survey to a board-of-directors’ context (text in italics)
Applying Wageman et al.'s (2005) team diagnostic survey to a board-of-directors’ context (text in italics)

Figure 2

Classifying boards of directors by boardroom conflict/dissentSource: Compiled from Heemskerk et al. (2017, p. 239)
Classifying boards of directors by boardroom conflict/dissentSource: Compiled from Heemskerk et al. (2017, p. 239)

Figure 3

From board induction to team coaching
From board induction to team coaching

Two contrasting board-of-directors’ models

Forbes and Milliken (1999) model of board-of-director effectiveness Vandewaerde et al. (2011) model of shared leadership in the boardroom
Board characteristics 1. Human capital heterogeneity
1. Board demography 2. Chairman behaviour
2. Knowledge and skills 3. Individual and team conditions: Affective
Board processes 4. Individual and team conditions: Cognitive
3. Cognitive conflict 5. Individual and team conditions: Behavioural
4. Effort norms 6. Task complexity
5. Use of knowledge and skills 7. Task interdependence
Board-level/Firm-level outcomes 8. Shared leadership
6. Cohesiveness 9. Behavioural control
7. Task performance (control and service) 10. Output control
8. Firm performance 11. Advice
12. Networking

Questions for future research concerning boards as teams

Context When do boards benefit from teamwork versus individualistic behaviour in boardrooms?How does the type of entity (e.g., listed company, non-government organisation, state-owned entity, etc.) influence group behaviour?How does board context influence group behaviour?
Boards as teams What are the unique features of boards as teams?What factors influence boards’ propensity to operate as teams?
Board task performance What board tasks benefit from teamwork?How does teamwork enhance board task performance?How does the need for transparency, accountability, diversity, inclusion impede or enhance teamwork?
Board dynamic How is board dynamic enhanced/diminished by boards working as teams?How do boards operating as teams improve/dis-improve board effectiveness?How do boards’ intragroup dynamics differ from other teams?
Psychology What is the relation between teamwork and groupthink?How do interactions among team members influence cognitive and affective behaviours?How does the team leader (board chair? CEO?) influence board members’ behaviour?

Differentiating boards of directors and typical teams

Board of directors Typical teams
Composition All non-executive directors, a mix of non-executive and executive directors, or all executive directors All executives
Affiliation Work for several organisations, possibly full time in one organisation Work for the same organisation
Interaction Spend relatively little time together Spend a lot of time together
Time and information Limited time, with information dependence on management Immersed in day-to-day activities
Leaders as members More likely to have leadership experience Less likely to have leadership experience
Roles Govern Manage
Authority relationships Boards have ultimate authority in law, which systemic contextual issues may constrain CEO has authority under delegations from the board. Other executive team members have more limited authority
Accountability Hold executives to account Accountable to the board
Structure Horizontal authority structure (Vandewaerde et al., 2011) Vertical authority structure
Average team size Larger Smaller
Formality Boards operate formally (see Dynamic) Managers operate informally (see Dynamic)
Dynamic (Brennan et al., 2016, p. 145) “Rules of the road” “Rush hour”
Socialise Occasionally Regularly
Familiarity Do not know each other well Know each other quite/fairly well

Paradoxes of boards of directors

Role Conflicting role
Boards are collegial groups More and more discussion is delegated to board committees
Boards need to have collegial chemistry Boards need to be diverse
Boards reach consensus fully supported by the whole board Independent “free thinking” non-executive directors promote critical and constructive dissent
Boards engage in collective decision making based on effective group dynamics Board decisions must be based on a diverse set of individual opinions
Boards must work together as a team Boards must avoid groupthink
Truly independent directors Annual election/ad nutum dismissal (power of dismissal without justification)
Boards need to build trust Boards need to be vigilant on verification
Executive directors are peers of non-executive directors on the board Non-executive directors monitor executives
Board members direct Board members monitor
Non-executive directors are advisors/mentors to senior management Non-executive directors are critical monitors of senior management
Board members support executives Board members challenge executives
Boards’ duties and time commitment are increasing exponentially Remuneration of non-executive directors is not keeping pace
Boards take decisions behind closed doors; Confidentially is a legal obligation Increasing demands for transparency
Non-executive directors depend on the CEO for information Non-executive directors have the same legal responsibilities even though they know less about the company than the executive directors
Non-executive directors have less company-specific information than executive directors If non-executive directors have as much company-specific information as executive directors, they could not do their job (Brennan et al., 2016)
The conformance role requires monitoring and scrutiny and is risk-averse The performance role requires vision, in-depth understanding, and an appetite for risk
Directors on a collegial board are equal Executive directors (e.g., CFO) other than the CEO are day-to-day subordinates to the CEO, yet cannot act as subordinates on the board.