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Boards of directors have been described as an integral part of corporate governance research, being at "the apex of the internal control system" (Jensen, 1993, p.862). Early corporate governance research has examined whether, and to what extent, board characteristics impact on performance. However, the results of studies that focused on board structure/composition and performance produced mixed outcomes. Consequently, we saw the emergence of research on board processes and their impact on board task performance. Research on board processes is still ongoing, and scholars have been interested in, among other processes, how knowledge and skills by board members are being used (Gabrielsson and Huse, 2004; Kor and Sundaramurthy, 2009). At the same time, there is a gap within educational research on how knowledge is being created within teams that are episodic in nature, such as boards (Forbes and Milliken, 1999). As such, the concept of learning has to date been under-researched in a board context. In this thesis, board processes are studied by exploring the processes involved in the acquisition and sharing of knowledge and skills in boards. Further, as a response to calls for the adoption of alternative research approaches to the study of boards (Pettigrew, 1992; Johnson et al., 1996), this research is conducted using a qualitative method based on a grounded theory approach. The study is conducted based on evidence from semi-structured interviews with UK board members. The findings show that the creation of knowledge in boards depends on two dialectical processes of learning (acquisition of knowledge and skills from the external environment and sharing of knowledge and skills in the internal environment). The qualitative findings show that 1) directors possess certain levels of knowledge related to specific boards task – which is also known as directors’ knowledge base; 2) the gap between the level of knowledge and skills needed to perform specific board tasks and the directors knowledge base is regarded as a gap in directors’ knowledge; 3) that there are two processes of filling the gap(s) in directors’ knowledge – the process of acquiring knowledge and skills (from the external environment), and the process of sharing knowledge and skills within the board; 4) that there are factors which are impacting on the processes of acquiring and sharing knowledge in boards; and 5) the processes of learning in boards are circular and board members must continually update their knowledge to enhance their capabilities. The thesis contributes to knowledge by revealing new insights into how board members acquire knowledge and skills (processes of learning) and factors that are impacting on learning in boards, underpinning former conceptual models. Qualitative analysis itemised different types of processes for both acquiring and sharing knowledge and skills in boards. Additionally, the qualitative analysis revealed various forms of learning styles that are being employed by board members either to acquire or share knowledge and skills. Finally, this thesis contributes to qualitative research in boards and its findings have implications for board practice, especially boards’ tasks performance and processes of learning.

Within corporate governance research, boards of directors constitute an essential part and are described as "the apex of the internal control system" (Jensen, 1993, p.862). Several stands of research have investigated whether, and to which degree, boards’ composition, structure and processes have impact on board task performance, but board processes and specifically the use of knowledge and skills have not been thoroughly researched, yet. Simultaneously, there is a gap within organisational behaviour research on how knowledge is explored, transformed and exploited, which is conceptualised as absorptive capacity. Further, the concept of absorptive capacity has so to date not been researched in a board context. In this thesis board processes are studied by exploring the impact of absorptive capacity on board task performance. Three dimensions of absorptive capacity, exploratory learning, transformative learning and exploitative learning, are used in the analyses. The research is conducted using mixed methods (based on a survey and a case study). A quantitative analysis is based on the Norwegian Value Creating Board Survey, and a case study is conducted based on records, observations from board meetings and interviews in the Norwegian health company Healthy. The findings show that the three dimensions of absorptive capacity, positively and significantly, mediate the relation between presence of knowledge and skills and board task performance. Complementarities between the three learning processes exist with the result that the three learning processes together are a stronger mediator than a single process. The qualitative findings show that 1) information flows have an impact on absorptive capacity, 2) that the role and power of the CEO and the division of labour between the CEO and the chair, might have an impact on board task performance and 3) that a comprehensive utilisation of consensus has an impact on transformative and exploitative learning, 4) that effort norms are positively correlated to use of knowledge and skills and 5) that activation triggers have impacts on the learning processes. The research contributes to theory with an extended application of the concept of absorptive capacity to boards, responding to calls from researchers to conduct new and more extensive research to analyse and integrate the concept. The thesis further contributes by shedding new light on learning processes in boards, underpinning former conceptual models. In the case study several findings are reported which are presented in an extended and modified model of determinants of board tasks. Finally, this thesis contributes to mixed methods research in boards. The findings have implications for board practice with regard to board selections, board evaluations and learning processes in boards. Corporate governance codes should be aligned with these findings.

This thesis investigates governance in large Scottish charities. In particular, the focus is on internal aspects of governance, predominantly the functioning of the board. The influence of business on charities is also investigated through considering the impact of individuals with business expertise on the boards of charities. Charity governance in the Scottish context has been under-research, this thesis attempts to fill this research gap. A multi-method approach was employed, encompassing both quantitative and qualitative research. The study utilised a survey in the form of a selfcompletion questionnaire, and three case studies to examine governance in Scottish charities. Social construction provides the framework of the analysis. This thesis provides an insight into the functioning of the boards of Scottish charities, in-line with previous research in other countries, governance issues are apparent. However, in relation to the impact of business expertise in charities, there is evidence that business members of charitable boards make contributions to the governance of these organisations, and charities can gain considerable value from having outside specialists on the board.

This thesis consists of three essays which examine the effects of company board of directors (board)-Chief Executive Officer (CEO) ties in the externally appointed CEO labour market. Over the last five decades, globalization and outsourcing have generated demand for CEOs with generalist rather than company-specific skills. An intimate knowledge of a company and its operations, gained over years of internal experience and training has been replaced by the need for proven strategic leadership and decision-making skills. As a result, companies have found it easier to acquire these skills in a globally competitive market rather than develop them internally. An unintended consequence has emerged: these outsiders may not be well known to a company’s board. This informational asymmetry can be problematic as a board typically has limited information to assess a prospective outsider CEO. In this context, company directors have the potential to help employing companies fill information gaps through their past professional relationships with prospective outsider CEOs. Do prior relationships with prospective outsiders assist boards to appoint transformational and highly productive CEOs? Or do they serve directors’ own and prospective CEOs’ collusive interests at the expense of the corporation and its investors? Does gender matter in the appointment and pay of a new connected/unconnected CEO? The three essays are predominantly empirical and draw on a working sample of 1,460 public company outsider CEO successions across 22 countries that occurred between 1992 and 2018. This working sample consists of data collected from several financial databases including Bloomberg, BoardEx, Compustat, Datastream, Execucomp and Standard & Poor’s (S&P) Capital IQ (CIQ). The first essay investigates the effect of board-CEO ties on outsider CEO performance as measured by return on assets (ROA), return on invested capital (ROIC), return on sales (ROS) and cumulative market-adjusted total stock returns (CARs). It applies an empirical, variance partitioning analysis that compares the performance of companies led by CEOs that have previously worked with directors (Connected CEOs) to those led by CEOs with no prior working relationships with directors (Non-connected CEOs). The results show that the benefits of these relationships to companies are small and that they are more pronounced in institutional environments where there are lower indicators of institutional and governance transparency. As such, they confirm and extend the findings of the literature on CEO succession events in three ways. First, they show that governance transparency places a moderating effect on the role of prior board-CEO ties in outsider CEO successions. Second, the resultsshow that varying governance transparency may play a role in CEO succession events globally. Finally, they show that CEO-led company performance varies according to whether market- or accounting-based financial metrics are used. The second essay explores the effect of board-CEO ties on the awarding of new outsider CEO compensation. Do board-CEO ties help companies offer compensation that serves their interests and those of their investors? Alternatively, are these ties exploited by CEOs such that they can negotiate compensation predominantly in their own interests against those of investors? The empirical analysis focuses on first-year compensation awarded to the newly appointed outsider CEOs and its key compositional elements: namely, the proportion of fixed relative to variable (i.e. equity or performance-related) remuneration. Results show that in the United States, United Kingdom, Canada and Australia, countries that share common approaches to corporate governance, board-CEO ties are associated with CEOs being awarded a greater proportion of their compensation as fixed and in cash rather than variable and at risk. This outcome favours the CEO, but it may also be acceptable to investors consistently with the hypothesis that board-CEO ties reduce informational risk on the new appointee, thus limiting the need to rely on equity as compensation to align incentives. The results are also consistent with the hypothesis that board-CEO ties empower CEOs to negotiate compensation in their own interests in those countries where the presence of independent directors and dispersed arms’ length institutional investors enables CEOs to bargain with boards over pay. They make several contributions. First, they show that board-CEO ties matter in the awarding of new outsider CEO compensation. Second, they highlight that institutional settings and corporate governance-imposed boundary conditions exist to the role of board-CEO ties in reducing information asymmetry and in the political process where CEO pay is negotiated. Third, the results extend existing arguments for the role of information asymmetry in the awarding of CEO compensation and the managerial power theory (MPT) or hypothesis through the linking of several unique theoretical perspectives. The results demonstrate that institutional theory as it applies in a wide-ranging international context is linked to interpreting the theories of asymmetric information and CEO risk-taking and power in explaining the setting of new outsider CEO compensation. The third essay analyses the effect of board-CEO ties and board gender diversity on the composition of CEO compensation, by gender. Despite overwhelming evidence of a gender pay gap that disadvantages women across the entire labour market, women and men CEOs are paid comparable overall levels of compensation. As the CEO compensation literature has not fully explored whether there are gender differences in the composition of compensation, the paper tests this hypothesis. A theoretical model is developed to account for empirical evidence that women and men occupy different wage bargaining positions when negotiating compensation with companies, in part because of differences in reservation wages. These bargaining positions are important because they anchor wage negotiations and affect the level and composition of compensation offered to a prospective CEO. The essay’s results show that overall compensation for women and men is comparable; however, women CEOs in the United States, United Kingdom, Canada and Australia receive a lower proportion of fixed compensation to overall than men. This finding provides new insights into the existence of a gender pay gap for CEOs, consistent with well-known gender differences in risk preferences and bargaining positioning. In an extended analysis, the essay finds that greater board gender diversity can help women close the gender gap in pay structure. Building on this thesis’s contributions, future research could continue to explore how corporate and institutional transparency affects the functioning labour markets, including those for CEOs. Further research could also investigate more nuanced aspects of board-CEO ties such as the impact of different board structures, including those with independent directors and specific remuneration and nominations, and compensation committees, that recommend and award CEOs.

This thesis explores corporate governance effectiveness in not-for-profit organisations by identifying and developing the types of performance indicators used in the not-forprofit sector. Only by agreement, between all affected parties, on the criteria is one able to assess corporate governance effectiveness. This thesis contributes not only analytically but also by the provision of several empirical datasets: they are contributions from interviews with expert practitioners, action research data available from an individual board that developed its own performance indicators and a review of published annual reports. Two main research questions were posed. The first was: What are the performance indicators of effective Australian not-for-profit corporate governance? And the second question was: What is the process for determining the performance indicators of effective Australian not-for-profit corporate governance?

Congregations of the Evangelical Lutheran Church in America have struggled over the last generation to reach out effectively to new members. This struggle is the byproduct of a changing ministry context leaders are trying to address. By the 1980s, those elements that had fueled the growth of the Lutheran Church the United States throughout the previous century had largely faded. An awareness of these changes and the corresponding decline in membership and contributions has prompted leaders to examine how to reach out more effectively to those outside traditional ethnic and cultural Lutheran enclaves. In order to improve their congregation’s effectiveness, governing board members have traveled down various paths, with limited success. Some have sought greater effectiveness through a better use of secular business practices. Others have looked to turn around their congregation through church transformation. It is the aim of this work to demonstrate that governing board's best approach is to combine clarity about its own purpose and practices with an intentional spiritual formation process. Section One outlines the problem of governing board ineffectiveness. Section Two explores the various solutions proposed, and asserts that while helpful, these solutions are at best only incomplete. Section Three demonstrates the benefit of combining governing board clarity of purpose and practices with intentional spiritual formation, drawing on the examples of congregations both in this country and in Africa. Sections Four and Five describe an artifact leaders can use to better understand this connection between Board function and spiritual formation.