The role of the board chair—A literature review and suggestions for future research

• Author: Anup Banerjee,Mattias Nordqvist,Karin Hellerstedt
• DOI: http://doi.org/10.1111/corg.12350
• Published date: 01 November 2020
• Date: 01 November 2020

REVIEW ARTICLE

The role of the board chair—A literature review and

suggestions for future research

Anup Banerjee

1

|Mattias Nordqvist

1,2

|Karin Hellerstedt

1

1

Jönköping International Business School,

Jönköping University, Jönköping, Sweden

2

House of Innovation Stockholm School of

Economics, Stockholm, Sweden

Correspondence

Anup Banerjee, Jönköping International

Business School, Jönköping University, PO

Box 1026, SE-551 11 Jönköping, Sweden.

Email: anup.banerjee@ju.se

Abstract

Research Question/Issue: The role of the board chair has become increasingly

complex in recent decades. Research on corporate governance has called for and has

initiated the pursuit of more research for the purpose of creating a better under-

standing of the role of board chairs. We reviewed 234 academic articles published in

66 journals, structured the existing research according to an Input-Process-Outcome-

Contexts framework, and provided a future research agenda for studies on the role of

the board chair.

Research Findings/Insights: Our review reveals that the number of published studies

on the position of the board chair has grown over the last two decades. Although

extant research is dominated by quantitative studies exploring the impact of the

board chair position on financial performance, frequently drawing on agency and

stewardship theory, recent work has moved beyond this focus and has added

valuable insights. The Input-Process-Outcome-Contexts framework used to structure

the extant research reveals that future research should pursue topics related to all

components of the framework and that opportunities exist to draw from a broader

set of theories.

Theoretical/Academic Implications: Based on the framework, we formulate seven

specific research topics that can add valuable insights into the role of the board chair

and suggest theories that can help inform research pursuing these topics. Taken

together, these topics have the potential to create valuable insights into how board

chairs are appointed, develop competencies, and interact and work with the CEO,

the top management team, the board, and other stakeholders while acknowledging

the influence of contextual factors, such as ownership, diversity, the firm's develop-

ment stage, and external events and trends.

Practitioner/Policy Implications: Our review shows a growing global movement

toward prescribing more corporate governance regulations and separating the

positions of the board chair and the CEO. We show that many aspects need to be

considered when choosing a governance configuration and when appointing a board

chair because this role is becoming increasingly demanding.

KEYWORDS

Corporategovernance, boardchair, chairpersonof the board, boardof directors, literature review

Received: 1 September 2019Revised: 20 October 2020Accepted: 22 October 2020

DOI: 10.1111/corg.12350

This is an open access article under the terms of the Creative Commons Attribution License, which permits use, distribution and reprodu ction in any medium,

provided the original work is properly cited.

© 2021 The Authors. Corporate Governance: An International Review published by John Wiley & Sons Ltd.

372 Corp Govern Int Rev. 2020;28:372–405.wileyonlinelibrary.com/journal/corg

1|INTRODUCTION

“Certainly, in the time I've been chairman, it has

become much more the case that chairmen are stand-

ing in the line of fire and are the people who are the

victims of corporate difficulty. In the past that was very

rarely the case, and the chief executive was always the

one to go.”(Sir Roger Carr, Chairperson of the Board,

BAE Systems,UK, in TheSunday Times,January

13, 2013 (Prevett, 2013))

Corporate governance and strategic management scholars have

come a long way in developing knowledge regarding the role, func-

tion, and dynamics of the board of directors (henceforth board) as a

key organizational mechanism (e.g., Pugliese et al., 2009; Withers,

Hillman, & Cannella, 2012). The composition of the board is one of

the most researched themes in the corporate governance and stra-

tegic management literature (e.g., Johnson, Schnatterly, & Hill, 2013;

Kirsch, 2018), including studies on board leadership and the role of

the chairperson of the board (henceforth board chair) (Balsam,

Puthenpurackal, & Upadhyay, 2016; Krause, 2017). Whereas CEO

duality (i.e., when the same person is both a company's chair and a

CEO) traditionally has been a dominant focus in research on board

leadership and board chairs, an increasing number of firms separate

the roles of the chairperson and the CEO (Abels & Martelli, 2013;

“Power Decouples,”2019). Researchers have argued that “…until

scholars can get inside the boardroom and witness the discussions

taking place and the interaction between the board chair and

the CEO—if they are separate—we will always have an incomplete

understanding of the phenomenon”(Krause, Semadeni, &

Cannella, 2014, p. 281). As a result, a growing body of research

observes that CEO duality remains an important aspect to consider

but that a need exists to take into account other aspects if we are

to more comprehensively understand the role and position of

the board chair (Krause, 2017; Krause et al., 2014; Krause &

Semadeni, 2013).

More specifically, we see at least two reasons why scholarly

attention to a broader set of aspects associated with the role of the

board chair is important. The first reason is that the board chair

assumes a great deal of formal responsibility for the companies and

organizations for which they serve. Although the exact legal frame-

work surrounding the role of a board chair may differ among coun-

tries, the typical responsibilities of the board chair within the broader

corporate governance system include planning and leading board

directors meetings, representing the board in contacts with key stake-

holders, acting as the link between the board and CEO and the top

management team of the company, and securing that the board is on

top of ensuring that the company fulfills its legal duties and complies

with the relevant corporate governance standards (e.g., Bezemer,

Nicholson, & Pugliese, 2018; Krause, Li, Ma, & Bruton, 2019;

Withers & Fitza, 2017). Therefore, the role of the chairperson

encompasses more aspects than leading the board's control and

monitoring tasks (e.g., Knockaert, Bjornali, & Erikson, 2015).

The second reason is that both media and scholars noted that the

role of corporate boards, in particular the board chair (Krause, 2017),

is currently undergoing considerable changes because of increasing

demands from internal and external stakeholders (e.g., Amis, Barney,

Mahoney, & Wang, 2020) and in light of extraordinarily challenging

times, including companies' responses to crises such as the Covid-19

pandemic (Colback, 2020; Deloitte, 2020). The increasing demands on

the board chair from stakeholders include higher expectations of him

or her to lead the work of the company's board toward greater trans-

parency. This includes that stakeholders place greater pressure on

accountability if a company gets into trouble that sparks investor dis-

content. Greater pressure on the board chair also comes from intensi-

fied competition in many markets and sectors, challenges related to

digitalization, and increased demands to pay attention to diversity and

sustainability issues (Meineke, Hellerstedt, & Nordqvist, 2019). As a

result, today's board chair is increasingly expected to both guarantee

general compliance with the corporate governance system and lead

effective communication with the CEO and top management to

secure a competitive strategic agenda for the company that addresses

the concerns of shareholders and a broader set of stakeholders

(e.g., Veltrop, Bezemer, Nicholson, & Pugliese, 2020; Withers &

Fitza, 2017). This shift in expectations and accountability of board

chairs sparks new research interests that motivate an effort to appre-

ciate and assess the dominant perspectives, topics, and theories in

extant studies on the role and position of board chairs.

Against this backdrop, we posit that the time is ripe to take stock

of the existing research and review published articles and to develop

an agenda that can guide future research in this crucial and quickly

growing area of corporate governance. Thus, the purpose of this arti-

cle is to review the existing scholarly literature on the role of the

board chair, identify the most salient themes within this body of

research, and provide suggestions for future research on this topic. To

the best of our knowledge, the field currently lacks a systematic

review that focuses on research on the role of the board chair that

stretches beyond the dominant emphasis on CEO duality (Krause

et al., 2014). Our literature review identifies and analyzes 234 articles

published in 66 academic journals from 1980 to 2020 (June). To iden-

tify, categorize, and discuss specific research findings in the literature

review, we follow the practice of structuring the literature review

according to an Input-Process-Outcome-Contexts framework

(e.g., Åberg, Bankewitz, & Knockaert, 2019; Ma, Kor, & Seidl, 2019;

Steffensen, Ellen, Wang, & Ferris, 2019).

We find that many published articles provide important insights

that can be used to build a future research agenda focused on the

changing role of the board chair considering that, more commonly, dif-

ferent individuals occupy the positions of board chair and CEO. We

suggest that scholars should pursue topics, perspectives, and research

questions related to the role of the board chair and board leadership

that embrace central features and contemporary challenges of a board

chair's work in different contexts. For instance, we advance the idea

that board chairs need to accept significant strategic responsibilities

for a company, such as CEO selection, and work effectively as a team

with both the board and the top management team to set strategic

BANERJEE ET AL.373

directions and achieve successful execution of strategy and compli-

ance with the relevant corporate governance standards.

Furthermore, increasing pressure on the board chair from various

internal and external stakeholders that ask for attention beyond the

classic corporate governance focus on shareholder value (Harrison,

Phillips, & Freeman, 2019) makes the role more time-consuming and

increasingly focused on issues such as diversity, transparency, and

sustainability. In increasingly uncertain times, both globally and locally,

business risks and opportunities associated with strategic choices are

more difficult to predict and assess, with the result being stronger

pressure on the role of the board chair. Thus, we call for additional

research that focuses on how the board chair takes more responsibil-

ity for defining and changing the purpose of an organization, which

we suggest is closely interlinked with the ownership context of the

company.

In summary, our article contributes to the extant literature on cor-

porate governance and boards of directors with a systematic review

and discussion of prior research on the role of the board chair. Given

the fact that research in this area is rapidly growing, we believe that

this contribution and the related future research agenda that we out-

line are timely, not only because of the increased complexity and com-

petitive nature of markets and industries that many companies and

their board chairs face today (Kakabadse & Kakabadse, 2008; Krause,

Semadeni, & Withers, 2016) but also because of the increased atten-

tion that the role of the board chair is receiving in media and political

contexts (Meineke et al., 2019), indicating the practical relevance of

the research.

The article proceeds as follows. The next section presents our

scope and method for the literature review. We then present and dis-

cuss our findings using the Input-Process-Outcome-Contexts frame-

work. In the final section, we present the future research agenda and

our suggestions for further research on the role of the board chair.

2|SCOPE OF THE REVIEW

We aim to provide comprehensive coverage of the scholarly discus-

sion on the board chair position, consider a broad set of journals

(including but not limited to the FT50 journals), and follow a system-

atic selection process to facilitate replication and transparency (Åberg

et al., 2019; Li, Terjesen, & Umans, 2020; Pukall & Calabrò, 2014).

Because much of the literature on board chairs focuses on the duality

or separation of the CEO and board chair roles, we started with the

following set of search keywords: “Chairperson of the board”OR

“Chair of the Board”OR “Chairman of the board”OR “Chairwoman

of the Board”OR “Board chair”OR “CEO duality.”We searched

within the Titles,Abstracts, andKeywords ofthe electronicdatabase

of Elsevier's Scopus®(Foss & Saebi, 2017). We considered only peer-

reviewed articles and reviews published in academic journals and

excluded all books, book chapters, conference papers, and other non-

refereed publications (Åberg et al., 2019; Calabrò et al., 2019). We set

our timeframe to between 1980 and 2020 (June, 2020) and explored

articles published in English within the subject areas of “business,

management and accounting”and “economics, econometrics, and

finance”(Foss & Saebi, 2017).

The article search was conducted in multiple phases. We ran the

first search in August 2019, which resulted in a set of 701 articles that

we extracted and saved to a data file in MS Excel file format. Then, to

account for the impact of these studies, we considered only papers

published in a journal with a minimum impact factor of 1.5 from the

categories of business, business finance, economics, and management

as per the journal citation report of Thomson Reuter's Web of

Science™for 2018. Using this criterion, we obtained 217 papers. First,

we reviewed the abstracts of all of these articles and discarded 19 of

them that were a duplicate of articles already included or commentar-

ies. Then, we carefully read all of the papers and discarded an addi-

tional 13 articles that do not discuss the role of board chair or focused

on a topic that is out of the scope of this review, such as discussing a

fictional case. Using the same keywords and following the same

inclusion–exclusion logic, we ran a second search in June 2020 to

track missing references and added 14 additional articles to our

review database. In the second stage, we conducted three additional

searches: the first one used two keywords, “Chair Leadership”and

“Chairperson Leadership,”respectively, then used the keywords

“Board Leadership”OR “Board Leader.”Among these new keywords,

the first one is inspired by the recent article of Veltrop et al. (2020),

the second is informed by Machold, Huse, Minichilli, and

Nordqvist (2011) and Kanadlı, Torchia, and Gabaldon (2018), and the

rest is suggested by an independent anonymous reviewer of the jour-

nal. To maintain thorough consistency, we used the same exclusion

criteria and found 39 articles. Of these, four were already included in

our review database developed in the first stage, 11 were out of the

scope of this review, and one was a commentary. We discarded the

unfitted articles and added 23 articles to our review database from

this stage. Finally, in the third stage, we conducted a reference scan

(Åberg et al., 2019) where all authors of this article searched for miss-

ing references among both seminal works and recent, including in-

press articles. This scan resulted in 12 additional studies that we

included in our review database. Our final list consists of 214 articles

that we review and present in the next chapters. A quick summary of

the procedurecan be foundinTable1.

2.1 |Mapping the research

Some key points concerning our sample are notable. An increasing

growth in numbers is evident in recent years, particularly in the last

decade. Thirty-one studies (13%) were published during 1988–2000,

followed by 59 studies (25%) during 2001–2010 and 144 studies

(62%) between 2011 and 2020 (June) (see Figure 1). These articles

appeared in 66 different journals, of which the Top 5 in number of

appearances are Corporate Governance: An International Review (27),

Strategic Management Journal (27), Journal of Business Ethics (15),

Academy of Management Journal (12), Journal of Corporate Finance

(11), Journal of Management (10), and Management Decision (10) (see

Table 2).

374 BANERJEE ET AL.