Roles of boards of directors : oversight and overlap

The range of themes and rationales for the understanding of the roles of boards of directors (BoDs), as discussed in the corporate governance literature, is investigated in this paper. A comprehensive survey of the literature indicates that the roles of BoDs are not well articulated, specified or even well known. Much of the literature is prescriptive. Three main roles are identified; strategy, control and service. These roles often overlap and are in some cases contradictory. This may be due to a lack of empirical research, contextual understanding and conflicting theoretical perspectives. The literature highlights the need for further empirical research, drawn from real world experiences, to understand which parts of this literature sheds light on the actual roles of BoDs.