Conclusion
Taking a constructively critical approach,
this paper has reviewed three main theories that
provide insights on the board–firm performance
relationship. It is proposed that Agency Theory,
Managerial Power Theory, and Resource
Dependence Theory offer valuable if somewhat
contradictory insights into the board and firm
performance relationship. From an Agency
Theory perspective, the board of directors plays
an important role in serving as an internal
control system to monitor and align top
managers’ actions in the best interests of the
principals of the firm. The key factor in board
effectiveness is its incentive to monitor. Under
Managerial Power Theory, the board is seen as
having a purely titular role due to the structural
power exercised by the CEO. Resource
Dependence Theory focuses on the ability of
the board to provide the organisation with
information and resources.
Both the strengths and limitations of each
theory have been identified by examining their
different assumptions, predictions and
prescriptions regarding board outlook and
actions. Neither board incentives to monitor,
board ability to provide resources, or the
influence of CEO power per se provide a
satisfactory explanation of board effectiveness.
Although each framework oversimplifies board
roles and the prescribed characteristics of
the board to fulfil those roles, because of the
extent to which the three theoretical
frameworks complement rather than contradict
each other, there is merit in adopting a
multi-theoretical framework.
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and the CEO,
and to how this relationship plays out to
influence firm performance. Each theory makes
different assumptions on board functions, board
actions, and the governance factors
underpinningcboardfeffectiveness/ineffectivene
ss [21]. However, by itself each of these
theories provides a less than compelling
explanation of the causal association between
board composition and processes on the one
hand, and firm performance, on the other [22].
Such conceptual limitations have been
attributed variously to a narrow focus on a
particular board task, which neglects the reality
that the board performs multiple tasks at the
same time [23], and to an overly-narrow view
of the shareholders-board-CEO relationship,
which is arguably more complex and dynamic
than each theory assumes [24]. These
shortcomings suggest the need to go beyond a
single theoretic approach to incorporate multi-
theoretic perspectives as a means of providing a
more complete understanding of the board-firm
performance relationship. Such an approach
promises to strengthen understanding of how
and what board characteristics can make a
difference to firm financial performance [25].
As such, this paper sets out to i) link board
research in Vietnam and the broader literature
on board in the world, ii) encourage future
research in Vietnam to recognise the
importance of theories in board-firm
performance research, and iii) identify the
important factors explaining the relationship
between board and firm performance and
iv) suggest the way forward for a more
comprehensive view of board contribution to
firm performance in Vietnam by moving
towards a multi-theoretical framework in order
to explain why and how the board contributes
to firm performance. Such framework should
recognise the multiple roles that the board
undertakes and the multiple attributes that affect
board task performance. With these goals, this
paper stands to make significant contribution to
N.T.T. Tien / VNU Journal of Science: Economics and Business, Vol. 36, No. 2 (2020) 67-80
69
research on board and firm performance
in Vietnam.
In doing so, this paper seeks to better
reflect the complex nature of the shareholders -
board - CEO relationship and provides a more
dynamic way to look at how the board
influences firm performance by addressing
three questions:
i) What are the most prominent theories
that address the relationship between board
and firm performance?
ii) Are these theories well supported by
empirical evidence?
iii) What are the strengths and weaknesses
of these theories? And
iv) How can these theories be integrated to
better explain the contribution of board to firm
performance?
As a literature review study in nature, the
methodological steps of this paper are as
follow. Firstly, the author conducted a wide
search for both empirical and theoretical studies
on board - firm performance relationship on
multiple databases including ProQuest, Science
Direct, Wiley, Google Scholar, Web of Science
and Business Source Complete with
predetermined key words, for example,
boards/board of directors/corporate boards, firm
performance, Agency Theory, Resource
Dependence Theory, Managerial Power
Theory, Secondly, using critical analytical
approach, the author thoroughly reviewed each
of the theory and thirdly, on the basis of the
critical review, the author combined the three
theories together and suggested three important
input and contextual variables to explain board-
firm performance relationship.
2. Resource Dependence Theory
2.1. Theoretical Background
Resource Dependence Theory adopts the
contingency approach to emphasise the
importance of context in studying
organisational behaviour and processes.
According to Resource Dependence Theory, an
organisation is bounded by networks of
interdependencies and social relations. The
need for resources and information makes the
company dependent on the surrounding
“ecology of organisations” [26]. This web of
interdependencies reduces an organisation’s
autonomy and constrains its capacity to
independently secure its future. As such, an
organisation’s survival is critically dependent
on how well it can cope with and leverage
environmental opportunities, challenges and
uncertainties [26].
Resource Dependence Theory posits that
the board is a strategic vehicle to create
linkages to the organisation’s external
environment. According to Pfeffer and Salancik
(1978) [26], the board can assist the company to
minimise environmental uncertainties by
serving as boundary spanners and providing the
top management with valuable information and
access to external resources [27].
Classic Resource Dependence Theory
depicts board composition, mainly board size,
types of directors (insiders/outsiders), and
interlocking directorships as the rational
responses of an organisation to its need for
external resources [28]. Recent Resource
Dependence theorists extend this line of
argument by considering boards that are
“resource–rich” in terms of human capital and
social capital as an indicator of their capability
of the board to perform their resource provision
role [29]. Informed by Human Capital Theory,
board human capital refers to the collective
knowledge, skills, and expertise of all
individuals on board [30]; while board social
capital refers to the knowledge embedded in
social networks that directors build up by
having multiple board seats [31]. It is proposed
that the collective human and social capital of
the board, which together constitute “board
capital”, is a critical predictor of how well the
board can perform both resource provision and
controlling tasks, which in turn, can contribute
to firm financial performance [32].
On this basis, Resource Dependence
theorists see the board as an important resource
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in its own right; a resource which can provide
the management team with valuable advice and
information. Knowledgeable boards can use
their unique human capital to substitute the
organisation’s need for external counselling and
advice, which can reduce transactional costs
and environmental dependencies [27]. Board
social capital is seen as a strategic means to
reduce environmental uncertainties. By sitting
on multiple boards, directors can create a web
of networks among companies. This web of
networks allows directors to transfer
information, knowledge, and resources from
organisation to organisation. As a result of
these interrelationships, firms can create
linkages to the external environment, reduce
environmental dependencies, and better cope
with environmental uncertainties [33].
2.2. Empirical Evidence
Although still less prominent than Agency
Theory in the corporate governance research
literature, Resource Dependence Theory does
offer a distinctive explanation for how boards
contribute to organisational effectiveness -
through their role in reducing environmental
uncertainties, providing resources, and
reflecting the environmental needs of an
organisation [27]. For instance, in studies by
Pfeffer [34], Dalton, Daily [35], and Certo,
Daily [36], board size and composition were
found to connect with the firm’s environmental
needs. Board human capital was found to reflect
the organisation’s changing need for
information and knowledge when its external
environment changes [37]. Board interlocks
were proven to not only serve as an inter-
organisational channel of resource exchange,
but also to act as a way to bring legitimacy to
the firm [33]. Board human capital and/or social
capital were found to be significant antecedents
of organisational outcomes, such as R&D
expense, strategic change and financial
performance [29, 38].
Nevertheless, this literature remains
relatively thin. There is a need for more
empirical work to validate its propositions
regarding the role of the board in contributing
to firm financial outcomes in particular [21].
Recent studies have called for a deeper and
richer understanding of the contribution of
board capital to firm performance. One of the
ways to move forward is to build and test a
multi-theoretic framework that captures the
multiple tasks that the board perform and
multiple attributes underpinning board
effectiveness, while at the same time, keeping
the central focus on board capital [32].
3. Agency Theory
3.1. Theoretical Background
Agency Theory sees an organisation as a
‘nexus of contracts’ and focuses chiefly on the
‘agency relationship’ between two main actors:
the principal (shareholders) and the agent
(managers) [10]. Agency Theory posits that the
separation of ownership and control in modern
corporations creates a problem for owners as
managers are self-seeking and utility-
maximising individuals whose goals and
attitudes towards risk are structurally distinct
from those of shareholders [10]. As such,
according to Agency Theory, the primary
purpose of corporate governance is to restrain
agents’ self-serving actions so as to minimise
residual loss and protect shareholders’ wealth
from agent self-serving behaviour [39].
Agency theorists put much of their faith in
the board as the locus of systematic decision
control designed to reduce agency problems and
associated costs. According to Fama and Jensen
[40], the key antecedent of an effective board as
an internal control mechanism is its incentives
to monitor the top managers through the
activities to monitor managers’ actions,
evaluate business proposals, appraise managers’
performance, and determine managers’
remuneration packages [40]. Agency theorists
emphasise board independence as one of the
key components in effective monitoring, with
more independent boards assumed to undertake
monitoring more diligently [39]. Operationally,
board independence is mainly proxied by three
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characteristics: i) the number of independent
directors; ii) the presence of independent
leadership; and iii) the size of the board [39]. In
particular, Agency Theory proposes that the
board should consist of a majority of directors
coming from outside the organisation with no
prior or current managerial status with the firm,
the CEO should not simultaneously hold the
position of board chair and the board should be
sizable since it is more difficult for the CEO to
influence and manipulate a larger group
[41, Recommendation 2.3].
Agency theorists also recognise the
importance of financial incentives, including
both equity holding and direct compensation, as
important motivators for board members to
assiduously monitor managerial performance
[23]. Exposing directors to a degree of financial
risk is assumed to align directors’ outlook and
actions more closely with that of the firm’s
owners, as ‘nothing makes directors think like
shareholders more than being shareholders’
[42, p. 497].
3.2. Empirical Evidence
Although Agency Theory features centrally
in corporate governance theory and regulatory
policy, it has been challenged both conceptually
and empirically. Despite a strong influence to
date in both research and corporate governance
practices, there is as yet no conclusive proof
that the board characteristics prescribed by
Agency Theory do contribute, firstly, to board
effectiveness and, secondly, to organisational
outcomes [22]. Some studies have found a
positive relationship between board
independence and firm performance [43] but
also imply that increasing the level of board
independence leads to a diminishing marginal
return point [44]. Other studies have found no
significant relationship between board structure
and performance, indicating that board
independence neither improves nor inhibits firm
performance [45]; nor helps to distinguish
high–performing firms from poor-performing
firms [46]. Nor is there conclusive evidence that
board independence moderates CEO pay-for-
performance [47]. The literature on CEO-Chair
duality [see 48] also reports mixed findings,
making it difficult to ascertain whether the two
roles should be separated or combined, an
ambiguity due in part to conflicting
assumptions regarding independence and
empowerment [49]. Imposing ‘independence’
practices on boards does not solve agency
problems, but, rather, encourages the CEO to
find other ways to collude with directors
through interpersonal relationships and social
interactions [50]. As to financial incentives, a
review of the literature by Adams, Hermalin
[23] suggests that instead of being a solution to
agency problems, financial compensation might
itself become one of Agency Theory’s
“unsolved-problems” by strengthening the
managerial mindset of directors and
consequently leading to collusion by managers
and directors to the detriment of shareholders’
interests [23].
In short, although Agency Theory has been
the most influential theory in corporate
governance research, both conceptually and
empirically it remains contested terrain, with
inconsistent findings regarding whether board
independence and monitoring are beneficial to
organisational outcomes. If anything, the
existing research findings indicate that the
impact of board incentives to monitor
organisational outcomes is more complex than
orthodox Agency Theory would suggest and
might be better understood by being examined
in conjunction with other board characteristics,
such as board capability [38].
4. Managerial Power Theory
4.1. Theoretical Background
While sharing Agency Theory’s assumption
about managers being opportunistic utility–
maximising agents, Managerial Power Theory
sees the board as irredeemably subservient to
executives [21]. It is argued that modern
corporations, by their nature, are characterised
by an internal power imbalance between
managers and directors. The diffusion of equity
ownership and the growth in firm capitalisation
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(both the number of companies and the shares
issued by companies) has contributed to the
power of managers within the modern
corporation. The same process has limited the
board’s ability to resist managers’ influence and
act as guardians of shareholders’ interests [51].
In such circumstances, the power to dominate
both daily operations and strategic decision
making has come to reside increasingly with the
CEO and the top management team [52].
Consequently, from this perspective, the board
is said to be just a de jure rather than a de facto
monitoring mechanism in the organisation with
directors unable and unwilling to challenge or
question the powerful CEO and his
management team [53].
Managerial Power Theory offers several
reasons for this power imbalance, including (1)
the lack of ability of the board to perform their
tasks; (2) the de facto power of the CEO to
control information of the firm; (3) the power
of the CEO to reward and benefit directors; (4)
the lack of genuine independence of the board,
and (5) the lack of incentives and time to
monitor managers closely [51, 53].
4.2. Empirical evidence
Managerial Power Theory propositions and
predictions do have some support empirically.
Different sources of CEO power have been
investigated using certain proxies and
indicators, including: CEO–chair duality, the
number of directors appointed after a CEO’s
appointment, proportion of inside directors,
CEO tenure, CEO human and social capital,
CEO directorships, and CEO ownership [see
54]. It has been shown that a powerful CEO is
likely to have significant influence over their
own compensation as well as board
performance [55]. Directors who have conflicts
with CEOs expect not to be re–nominated to the
board and are likely to reject offers to exit [56].
CEO compensation and director compensation
have been found to be positively related, and
this linkage reflects a level of ‘cooperation’
rather than firm performance [57].
Compensation committees were inclined to
oversee a higher level of CEO compensation in
those firms where the chair of the compensation
committee was appointed following the
appointment of the CEO [58].
The above evidence lends support to the
claim the CEOs do still command power to
intervene in or direct board decision making
and board task performance in order to get what
they want, including regarding their own
compensation package. However, it is unclear
whether a powerful CEO would reduce or
enhance firm financial performance directly.
Empirical findings on the direct relationship
between CEO power and firm financial
performance are mixed at best [48, 59]. These
inconsistent findings are said to be attributable
to either methodological issues, or the multi–
faceted nature of CEO power, which can have
both a positive and a dark side [59, 60]. Either
way, the difficulties in capturing a uniform and
direct relationship between CEO power and
firm performance, combined with most recent
empirical works supporting the indirect
moderating effect of CEO power on the
relationship between board capital and
organisational outcomes [61, 62] suggest that
rather than having a direct impact, the influence
of CEO power on firm performance should be
understood as operating indirectly through other
governance factors. One such factor is the
productive capital possessed by the directors with
whom the CEO is required to work.
5. Limitations of Current Theories
While each of the above three theoretical
perspectives offer potentially useful insights
into the association between the board and firm
performance, each approach also has conceptual
and empirical limitations. An illustration of
how these three theories are criticised is
presented in Table 1, which is adapted from the
work of Stiles and Taylor [21]. A more
thorough analysis on the limitations of
Resource Dependence Theory, Agency Theory
and Managerial Power Theory is presented in
the sections below.
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5.1. Resource Dependency Theory
Resource Dependence Theory has been
challenged on a number of fronts. Firstly, as a
theory that still awaits empirical proof of
concept, its overall validity and predictive
reliability remain in question [63, pg. xvi].
Secondly, classic Resource Dependence Theory
has been challenged for its heavy emphasis on
the benefits of board interlocks without a full
consideration of possible negative
consequences of these interlocks; as well as its
oversight of other governance factors that can
influence the board’s resource provision role
[21]. While the focus on ‘board capital’ appears
to have face validity in explaining the problem
of resource interdependence among
organisations, this line of argument requires
further empirical testing.
Further, Resource Dependence Theory’s
focus on board ability overlooks questions of
motivation or incentives for the board to
perform its duties. As Casciaro and Piskorski
[64, pg. 169] pointed out, ‘the organisation’s
motivation to manage external dependencies
does not necessarily coincide with its ability to
do so’. Accordingly, it has been suggested by
Hillman, Withers [27] that, in order to gain a
richer understanding of board performance and
its contribution to organisational outcomes,
future research should examine both specific
resources that directors bring to the board and
their motivations to contribute to board tasks.
Table 1. A summary of three theoretical perspectives on board research
Dimension
Theoretical perspectives
Agency Managerial power Resource dependence
Board roles
Board is a monitoring
mechanism to align
interests of shareholders
and managers
Board is a “legal fiction”
Board is a strategic
vehicle to reduce
environmental
uncertainties, boundary-
spanning
Antecedents of
board roles
Board incentives to
monitor
Board inability and
unwillingness to perform
their tasks
Board capability to
provide resources
Operational indicators
Board size
Board independence
Financial incentives
CEO power
CEO compensation
Board composition
Board size
Board composition
Board capital
Theoretical origin Economics and Finance Organisational Theory Sociology
Details on board activity Low Moderate Low
Empirical support Equivocal Moderate Moderate
Limitations
Assumptions too narrow,
dehumanised assumptions
on human behaviour and
motivation
Problems over the
optimistic definition of
board independence
Narrow focus on a
singular board task
Lack of attention to board
ability or board process
Problems over the
definition of control
Problems over the
pessimistic view of board
inability to resist
management control
Overestimation of
ownership power,
shareholder control, and
board interlocks
Lack of empirical testing
Concepts and
propositions are
ambiguous
Heavy accent on board
interlocks
Lack of attention to board
process and board
incentives
Source: Adapted from Stiles and Taylor (2001) [20].
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5.2. Agency Theory
Agency Theory has been challenged for its
limited focus on one board task; that is,
monitoring. Observations on board activities
show that modern boards perform multiple roles
including not only monitoring managers but also
supporting them by participating in decision
making and providing them with information and
resources [65]. Indeed, management-friendly
boards have been shown to be more effective and
optimal for shareholders’ wealth maximisation
than boards that monitor and control boards
intensively [66].
Agency Theory is also criticised for its
simplistic assumptions about human behaviour
and motivation. The concept of board
independence based on the freedom of material
interests is arguably too optimistic [65]. The
assumption that independent directors are
effective directors is particularly problematic as
this over-emphasises the role of outside directors
and under-estimates the importance of inside
directors in performing board tasks[37].
Lastly, critics question Agency Theorists’
tendency to apply a “box-ticking approach” to
evaluating board effectiveness using only
quantifiable measures of board structure such as
CEO–chair duality, director compensation
package size and configuration, board size, and
board independence [67]. It has been argued that
the view that board incentives to monitor per se
can guarantee governance effectiveness and add
value to organisational outcomes is questionable
as it overlooks other potentially important
predictors of board effectiveness and firm
performance, such as board capability and
competence in the form of human and social
capital [32], or board interpersonal behaviours
and processes [68].
5.3. Managerial Power Theory
Managerial Power Theory also has a
number of shortcomings, both conceptual and
practical. The first problem lies in its definition
of control. Even though the board may be at a
disadvantage relative to top managers in having
information and knowledge of the firm’s
business, it still has its primary power in
governance terms. Regardless of how many
decisions the CEO and managers make, the
board still has its control power as long as it can
exercise hiring and firing the CEO and the
management team [69].
A second limitation of Managerial Power
Theory is its pessimistic assumption regarding
the board’s inability to resist management
power such that the board is in no position to
challenge management decisions. The
assumption of director impotence is challenged
by Zeitlin [70] and Scott [71] who argued that
equity concentration and board interlocks can
help the board to reduce managerial power and
resist management control. The other prominent
theoretical approaches have also emphasised
that the board is indeed capable of performing
its tasks effectively, is a potentially powerful
leadership group within the organisation, and is
a key mechanism for concerted action to reduce
environmental uncertainties [27, 63].
6. Moving Forward: Towards a Multi-
Theoretic Approach
The previous section reasons that none of
the three theoretical perspectives analysed are,
in and of themselves, capable of providing a
thorough explanation of the board–firm
performance relationship. Each approach
emphasises a singular board role (variously
monitoring, supporting or being subservient to
management) without taking into account the
multiple roles that boards perform
simultaneously [24, 35, 72]. Contemporary
research on boards and organisational
performance suggests the adoption of a more
holistic approach informed by multiple theories
to better reflect the reality of board capabilities
and activities, and to highlight the importance
of multiple board characteristics in the process
of maximising shareholder value [32]. Such an
approach would go some way towards
overcoming the limitations of existing
theoretical models and propositions.
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Despite their differences, there are also
certain areas of synergy and complementarities
between the three perspectives [21]. For
instance, while Research Dependency Theory
operates by viewing the board primarily as an
information and resource channel to link the
firm with its environments, its failure to
recognise the role of the board as an internal
control mechanism to reduce agency problems
allows scope to combine Resource Dependence
Theory and Agency Theory to achieve a more
balanced understanding of the board’s multiple
roles [39]. Further, Resource Dependence
Theory identifies the capability of the board to
perform its resource provision role, yet it does
not consider the motivation of the board to do
so, whereas Agency Theory suggests that board
incentives are the key to understanding both
director and CEO motivation. The integration
of Resource Dependence Theory and Agency
Theory can thus provide a more nuanced view
of what makes the board effective (both
capability and incentives), as well as how the
board contributes to firm performance (through
the roles of monitoring and providing
resources) [32].
As we have seen, Agency Theory and
Managerial Power Theory share similar
assumptions regarding managerial opportunism
and risk–aversion although holding different
views on whether this opportunism can be
avoided. Managerial Power Theory also extends
Agency Theory by introducing another type of
principal–agent relationship, namely that
between shareholders and board members,
whereby the board is seen as being predisposed
to collude with management rather than serving
shareholder interests. Both frameworks see the
board as an internal control mechanism
(although one that Managerial Power Theory
sees as being generally ineffective). While the
Managerial Power proposition that the board is
merely ‘a creature of the CEO’ is arguably too
pessimistic, it highlights that, at least to some
extent, the CEO does have the power to
influence board decision making and behaviour.
At the same time, the Agency Theory
proposition that board incentives to monitor can
secure board effectiveness, although perhaps
too optimistic, also offers a valid point that
sufficient incentives, to some level, can help to
balance out this power gap between the CEO
and the board, and reduce the vulnerability of
the board to CEO power. Thus, the integration
of Agency Theory and Managerial Power
Theory can may offset these two extreme views
of the board - CEO relationship and provide
new insights to the same phenomenon in an
organisation. Such a combination would reflect
more accurately and dynamically how power is
played in and around the boardroom [73].
As such, the integration of aspects of the
above three theories allows the
re-conceptualisation of the board’s role in
corporate governance and its influence on firm
performance. The central proposition here is
that the board does indeed occupy a critical
place in the organisation. It is one of the most
important channels – if not the most important
channel – that links the company to its external
environment. It is also a mechanism of internal
control to protect shareholders’ wealth. Agency
Theory posits that the board contributes to firm
performance by exercising their power to
control the CEO’s actions. This power derives
from the board’s legitimate position in the
organisation and its incentives to perform the
supervision task [10]. Resource Dependence
Theory recognises the contribution of the board
to firm performance through their strategic role
to reduce uncertainties between the firm and its
external environment. It implies that the board
can do so with their capacity of providing
resources to the CEO [26]. Managerial Power
Theory, on the other hand, recognises the power
of the CEO to manipulate directors and prevent
them from being effective monitors [74]. By
integrating these insights from Resource
Dependence Theory, Agency Theory, and
Managerial Power Theory, the complexities of
this bidirectional interplay of power, influence,
support and cooperation between the board and
the CEO and its impact on firm performance
can be better understood.
An integrated conceptual approach along
these lines arguably affords a more
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sophisticated understanding of the complexity
of the board - CEO relationship and how such
relationship affects the ability and motivation of
the board to make a meaningful impact on firm
performance than does each of the constituent
theories in isolation. In essence, this approach
highlights that the board, via both its capacity to
contribute and its incentives to do so, can
influence the CEO and be a diligent steward
and agent for shareholders through fulfilling its
dual tasks of monitoring and resource
provision. At the same time, the CEO, given
their power, can manipulate the board,
influence board decision making, and dampen
board task performance. Board capability,
board incentives, and CEO power, as such, are
likely to be salient factors in explaining the
effectiveness/ineffectiveness of the board, which
in turn, affects organisational performance.
The integration of these three theories
provides the foundation for formulating specific
propositions concerning how board capital and
other characteristics may influence firm
performance and how other factors may also
come into play. Previous review on the three
theories in Section 2, 3 and 4 has provided
valuable insights on how future research can
combine these three important factors to
examine their contribution to firm performance.
Specifically, within Resource Dependence
Theory, board capability receives reasonable
support as a direct predictor of firm
performance. However, the mixed findings in
research framed around Agency Theory and
Managerial Power Theory implies that director
incentives and CEO power might place
significant effects on firm performance, yet
their effects might be indirect through other
factors, for instance, board capability [32, 62].
As such, one way to move forward in this path
is to examine the direct impact of board
capability to firm performance, with two
situational (moderating) factors of board
incentives and CEO power. Cognitive ability or
capability, indicated by a set of human and
social capital has been proven to directly
predict individual and group performance,
whereas extrinsic incentives can complement
capability to affect how well individuals or
groups utilise their capability to make a
difference to performance. Positive incentive
effects will only manifest if only individuals or
groups are capable of doing their jobs [75].
Similarly, power play among individuals affects
the utilisation of capability. In the board
context, board capital - as a proxy for their
capability, can directly improve firm
performance, whereas financial incentives
would serve as a motivational factor to
encourage directors utilise their knowledge and
networks. On the other hand, power play
between the CEO and the board might hinder
this process of capital utilisation.
7. Conclusion
Taking a constructively critical approach,
this paper has reviewed three main theories that
provide insights on the board–firm performance
relationship. It is proposed that Agency Theory,
Managerial Power Theory, and Resource
Dependence Theory offer valuable if somewhat
contradictory insights into the board and firm
performance relationship. From an Agency
Theory perspective, the board of directors plays
an important role in serving as an internal
control system to monitor and align top
managers’ actions in the best interests of the
principals of the firm. The key factor in board
effectiveness is its incentive to monitor. Under
Managerial Power Theory, the board is seen as
having a purely titular role due to the structural
power exercised by the CEO. Resource
Dependence Theory focuses on the ability of
the board to provide the organisation with
information and resources.
Both the strengths and limitations of each
theory have been identified by examining their
different assumptions, predictions and
prescriptions regarding board outlook and
actions. Neither board incentives to monitor,
board ability to provide resources, or the
influence of CEO power per se provide a
satisfactory explanation of board effectiveness.
Although each framework oversimplifies board
N.T.T. Tien / VNU Journal of Science: Economics and Business, Vol. 36, No. 2 (2020) 67-80
77
roles and the prescribed characteristics of
the board to fulfil those roles, because of the
extent to which the three theoretical
frameworks complement rather than contradict
each other, there is merit in adopting a
multi-theoretical framework.
On this basis, the most significant
contribution of this paper to the literature on
board - firm performance relationship in
Vietnam and in the world is a proposal of a
multi-theoretic approach synthesising Agency
Theory, Managerial Power Theory, and
Resource Dependence Theory to capture more
fully the complexity of the board-firm
performance relationship; an approach centring
on the triangulation of governance relationships
between shareholders, the board, and the CEO.
Specifically, this approach helps to identify
three important firm-level factors that can
explain board effectiveness/ineffectiveness,
including board capability, board incentives,
and CEO power. It also enables us to consider
more precisely the importance of each factor, as
well as how the three interact with each other to
influence firm performance. Specifically, an
effective board has three key attributes:
i) strong human and social capital as a proxy for
board’s capability to perform critical tasks,
ii) high motivation to be a steward of
shareholders, and iii) strong capability to deal
with a powerful CEO. By incorporating these
three attributes to improve our understanding of
how the board contributes to firm performance,
it is expected to highlight both the relative
influence of board inputs and decisional
processes by which inputs are utilised.
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