A fundamental issue in governance research is how boards can be chosen through a process partially controlled by the CEO but yet can still be somewhat effective in monitoring the CEO. We offer an answer based on a model in which board effectiveness is a function of the board's independence....

[...]This paper surveys the research on boards of directors in theeconomics and finance literature. Boards of directors are aneconomic institution that, in theory, helps to solve the agencyproblems inherent in managing an organization. Althoughboards satisfy numerous regulatory requirements,...

This paper is a survey of the literature on boards of directors, with an emphasis on research done subsequent to the Hermalin and Weisbach (2003) survey. The two questions most asked about boards are what determines their makeup and what determines their actions? These questions are...