TY - JOUR AU - Adams,Renée AU - Hermalin,Benjamin E. AU - Weisbach,Michael S. TI - The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey JF - National Bureau of Economic Research Working Paper Series VL - No. 14486 PY - 2008 Y2 - November 2008 UR - http://www.nber.org/papers/w14486 L1 - http://www.nber.org/papers/w14486.pdf N1 - Author contact info: Renee Adams UQ Business School University of Queensland Brisbane, Qld 4072 Australia Tel: 61-7-3365 7285 Fax: 61-7-3365 6988 E-Mail: r.adams@business.uq.edu.au Benjamin Hermalin Walter Haas School of Business 545 Student Services Building, #1900 University of California Berkeley, CA 94720-0001 Tel: (510) 642-7575 Fax: (510) 643-1420 E-Mail: hermalin@haas.berkeley.edu Michael Weisbach Department of Finance Fisher College of Business Ohio State University 2100 Neil Ave. Columbus, OH 43210 Tel: 614 292 3264 E-Mail: weisbach.2@osu.edu AB - 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 fundamentally intertwined, which complicates the study of boards due to the joint endogeneity of makeup and actions. A focus of this survey is on how the literature, theoretical as well as empirically, deals - or on occasions fails to deal - with this complication. We suggest that many studies of boards can best be interpreted as joint statements about both the director-selection process and the effect of board composition on board actions and firm performance. ER -