| This thesis examines the process and the effects of activating a board of directors; that is, of increasing the participation of the board, and particularly that of outside or non-executive directors, in the governance of a corporation; in the affairs of the corporation and the conduct of its business.;It is based on a two and a half year empirical study that involved extended interviews with some 60 executive and non-executive directors who together hold or have held more than 250 board seats, and on an intensive examination of two business corporations in which chief executive officers have taken steps to increase the participation and effectiveness of their boards.;The thesis is divided into three parts. Part I reviews the history of board research up to the beginning of the current Harvard Board Research Project in the early 1970s, offers a scheme for classifying boards based on the extent to which they delegate their authority and the responsibility for results to the executive group, and analyzes the events of the past thirty years that have caused many boards to take a purely advisory role and that have brought about the current pressure for increased board participation.;Part II presents the two case studies, each of which is divided into three parts; an A case that traces the history of the corporation from its founding up to the point where the process of activation was initiated, a B case that describes the events and effects that followed, and a third section which presents a summary analysis and description of the company's board activation process.;In Part III, the information from the case studies is synthesized with that from the interviews: (1) to define the characteristics of active, effective boards and the ways in which they operate; (2) to describe a process for activating a board of directors; (3) to indicate how business growth and the resulting increase in the size and complexity of a corporation's operations and organization lead to an increase in board delegation and an evolution in the focus of board work; and (4) to indicate the effect that both activation and the evolution in board work have on a board of directors; on its composition, conduct, organization, operation, leadership, and on the content of the board's work.;This study is exploratory, and was designed to produce information, perceptions and preliminary conclusions to be used as a basis for further research on boards of directors. |
