Purpose The purpose of this paper is to explore the relationship between boards and board activity and subsequent business performance, in the context of high-growth companies, through the lens of decision making and business performance. Design/methodology/approach A critical realist approach was used to conduct a longitudinal multiple-case study of two medium-sized, quasi-public high-growth companies. Data collection included first-hand observations of boards in session, semi-structured interviews with key actors and the inspection of board and company documentation. An iterative approach to analysis was used to gain an in-depth understanding of how the boards worked and how they sought to exert influence. Findings The paper provides empirical insight about board involvement in strategic management. A proactive involvement by boards in the strategy development process and assessment of strategic options, and a collaborative form of board involvement in strategic management together with management is indicated as being important if the board is to exert influence beyond the boardroom. A conceptual model of a collaborative form of board-management interaction is developed. Practical implications The paper provides guidance for boards, suggesting that a more direct level of involvement in strategic management by the board together with management may be material to improved business performance. Originality/value The paper responds to calls for more research on the relationship between boards and business performance. It contributes much-needed first-hand evidence from within the boardroom.

Over recent decades boards of directors and corporate governance have become the subjects of much research. Many definitions and concepts of corporate governance have appeared in the literature-more so as knowledge about companies; shareholdings; boards; management; board-management interactions; and, control has expanded. However, no singular concept of corporate governance appears to have been universally accepted. This deficiency is most likely because the ontological basis of the phenomenon/ field is yet to be resolved. The empiricist concept in the literature, frequently cited in practice holds that corporate governance is a structure, a process, policy framework or some combination of all three. However, boards, board-management interaction and corporate governance seem to be "the product of a plurality of structures" (Bhaskar, 1989, p. 3) that can be associated hierarchically. Thus, the continued pursuit of a single immutable truth about boards; a one-size-fits-all theory of board-management interaction; an optimal board structure; or, a universal market-based or policy-based corporate governance system may be futile. Though the practitioner community has at various times embraced all such arguments, the socially dynamic nature of boards and the open system within which they operate must be accounted for if credible explanatory theories are to emerge. This conceptual paper comments on the various concepts/constructs of corporate governance that have been proposed in the literature. Informed by boardroom observations, it seeks to advance the preliminary work of Crow, Lockhart and Lewis (2014), by providing an alternative conceptualisation that seems better suited to corporate governance and how boards actually work.

Governance research has entered troubled waters. Despite the absence of a unifying theory, the dominant research agenda has used a plethora of performance proxies, statistical analyses and hypothetico-deductive science. The goal of much of this research appears to have been motivated by the identification of patterns and regularities, without any apparent interest in providing an explanation of why such patterns or regularities may occur or even why they may be important. An impasse has now emerged, beyond which much governance research has been unable to proceed. The aim of this paper is to make a methodological contribution to corporate governance research, by discussing the importance of access to boardrooms to gather primary data, and exploring the benefits of access to support alternative approaches to advance governance research. The importance of gaining access to make first-hand observations was highlighted in the literature decades ago. First-hand knowledge, of the powers and mechanisms that can produce events, appears to be a necessary antecedent of credible postulates of how boards can influence performance outcomes. However, most organisations and groups are unwilling to agree to grant researchers access to boardrooms. Consequently, the majority of research has been limited to the utilisation of performance proxies, and anecdotal accounts and surveys of directors out of context. Direct access appears to be necessary to the collection of reliable and sufficiently complete first-hand data, to enable a deep understanding to be gained, and credible postulations to be proposed and tested. Preliminary insights gained from recent research, informed by the analysis of data from first-hand observations inside boardrooms, are discussed.

Agency theory (Jensen & Meckling, 1976) has provided the theoretical basis for most governance research and recommendations for practice over the past four decades. It is predicated on a clear separation of the roles of governance and management, and the assignation of responsibility and accountability to the board of directors to represent (and protect) the interests of the shareholders. In the last two decades, as the responsibility for business performance has moved from the CEO to the board, many aspects of governance have been investigated including structure, composition, behaviour and practice. The research agenda has been largely dominated by hypothetico-deductive science employing large data sets and conventional multivariate analyses. Correlations between observable variables of interest have been identified, and rich descriptions have been produced. However, no robust explanations, of how boards influence company performance, have emerged (Bozec & Bozec, 2012) to date. An inspection of corporate failure data and data from the observation of boards in action suggests that the separation of governance and management provides no guarantee of business success. Indeed, it has been the source of much confusion (Bradshaw & Hayday, 2007). The various defensive screens that have been erected by boards in response to the failures - including claims of paucity of information; poor implementation of strategy; and, management fraud - expose shortcomings in both theory and practice. Therefore, the question of whether a clear separation between governance and management, as espoused by agency theory, is the best model through which to achieve the organisation's aims, needs to be revisited. The aim of this paper is to explore governance through the lenses of accountability and performance; make causal inferences (King, Keohane, & Verba, 1994); and, take tentative steps towards a new conceptualisation of governance. The value that boards contribute to company performance appears to lie in their active and ongoing involvement in the strategic management process. The consideration of strategic options; making of strategic decisions; adequate monitoring of strategy implementation; and ownership of the governance process all seem to be significant (Bonn & Pettigrew, 2009; Crow & Lockhart, 2013; Lee, 2011; Peebles, 2010). Further, company performance appears to be enhanced when the division of labour between board and management (Lockhart, 2012) is clearly defined and efficiently implemented, and both groups are actively engaged in the process of governance. Extant theories of governance, which describe a clear separation between governance and management, and emphasise monitoring and control, appear to be inadequate.

Research into the contribution boards make to company performance has proliferated over the last few decades. However, research findings have been inconclusive and the contribution boards make to both strategy and business performance still remains unclear. Corporate governance is of "enormous practical importance", so efforts to understand the governance-business performance relationship must continue. But the current research agenda must be shifted and the black box of governance systemically opened if causality is to be established. The aim of this paper is to present a summary account of recent case study research investigating the contribution that boards make to the performance of high-growth companies in New Zealand. A qualitative case study design and theory-testing framework were used to examine the impact of strategic decision-making on performance. The research identifies and develops the understanding of factors that affect the governance-business performance relationship in high-growth companies shifting the discussion from relationship to causality. Three significant insights were developed from the study, namely, board involvement in the development of strategy was observed to positively affect performance; the board aligned decision making directly with strategy; and, the board upheld an atmosphere of open communication and trust with management.

For its first half century, examination of business performance by the strategic management discipline largely focused on activities conducted or led by the CEO. Since the mid-1990s that examination has widened to include the board of directors. Unfortunately, empirical research exploring the board - business performance relationship has produced limited new knowledge. From this deterministic attempt the discipline appears little the wiser in establishing the root cause of business success. Throughout the period normative propositions have proliferated (e. g., Peters & Waterman, 1982; Hamel & Prahalad, 1994). Latterly these propositions have expanded to include the role and responsibility of the board and its contribution to performance (Huse, 2007; Leblanc & Gillies, 2005; Nicholson & Kiel, 2007; Lockhart, 2012). Despite the normative limitations embedded in some of these works the practitioner community of shareholders, regulators, and stakeholders are increasingly holding boards responsible for unsatisfactory performance. It is notable that the lack of reliable and repeatable empirical evidence to support this relationship has not deterred increasing expectations on both communities' behalf. That causality is rarely mentioned, let alone researched, should concern both parties. Exploration of the board management interface has been dominated by agency approaches (Daily, Dalton & Rajagopalan, 2003). The dominant logic of that research is the continued need for managerial opportunism to be constrained by the board. Quite how such activity would contribute to business performance appears to have escaped the attention of many contributors. However, if the board management interface is motivated by the common pursuit of business performance, agency problems could be of little consequence. Under such circumstances other theories in the middle range (Merton, 1956) appear to provide more credible explanations of the causative nature of the board's contribution to business performance. The aim of this paper is to briefly explore the board management nexus from the division of labour (Lockhart, 2012); emerging perspectives of power (Peebles, 2010); and, ownership (Andersen, 2012). Efforts with black box research (Forbes & Milliken, 1999) have produced correlations between variables and robust descriptions but rarely explanations or quantifiable empirical output. The inevitable case study approach required for black box research, however rich, continues to abet theory building (cf., Eisenhardt, 1989). Results of the sustained pursuit of black box research, now into its second decade, suggest that the common pursuit of performance can be described first, as a function of the division of labour between board and management. Second, power exercised by a subset of the board and management appears to provide an explanation of what gets discussed and, therefore, what gets implemented. Third, the role of owners in setting and maintaining the purpose of the firm, while often neglected in practice, has recently been re-recognised as important. Of more concern than the lack of any unifying theory in governance is the continued pursuit of research from the agency perspective, implicit now in much of the plethora of best practice recommendations for governance. Shifting the lens from agency to a common desire for business performance, as demonstrated here, is identified as being rewarding for the common good of researchers and practitioners alike.

The topic of governance has been the attraction of much research for the last four decades. Governance has proven to be difficult to study, and attempts to explain how boards actually contribute to business performance have failed to produce definitive results. Much of the research to date has employed the statistical analysis of large quantitative data sets based on conventional hypothetico-deductive approaches to knowledge development. Numerous variables have been isolated that have appeared to be significant in a normative input-output sense, even though assumptions of congruence within the black box of governance cannot be relied upon. Qualitative data and interpretive approaches have also been used. Some of this later research has produced fascinating results, yet the difficulties of developing theory from case research remain. The aim of this paper is to summarise the governance literature, and to introduce critical realism as an alternative approach within which to explore governance, especially research into the relationship between governance and performance. A review of the governance, methodology and decision-making literature has revealed new insights. First, several mechanisms that appear to be significant to the governance-performance relationship are apparent in the literature when the governance phenomenon is considered holistically. These include active engagement; an involvement in the development of strategy; the making of strategic decisions; and, the adequate monitoring of strategy implementation. Second, critical realism, a philosophy of social science, appears to be a viable alternative philosophy within which to explore governance, and the supposed relationship between governance and performance in particular. Finally, the longitudinal multiple-case study methodology - informed by empirical data collected from boardroom observations, semi-structured interviews and the inspection of archival governance records - has the potential to provide the deep understanding necessary to make causal inferences about the governance-performance relationship. Together, these insights provide an interesting basis for future governance research efforts; particularly research that moves beyond the limitations of positivist and interpretivist approaches and the extant theories of governance, towards an explanation of the elusive governance-performance relationship and, potentially, a refined conceptualisation of governance.