【文章內(nèi)容簡介】 e a necessary check on top management (Dalton and Kesner, 1985), providing oversight and tying executive rewards to performance (Sundaramurthy and Lewis, 2003). Generally speaking, boards are expected to evaluate pany and CEO performance and take action when needed to protect shareholder interests (Golden and Zajac, 2001). Thus, board effectiveness across a broad range of roles, including collaboration and control mechanisms, should be related to pany performance (Cohen and Bailey, 1997。 Sundaramurthy and Lewis, 2003). There is an extensive literature on corporate boards that has examined a number of board actions to determine whether boards are behaving effectively from a shareholder perspective, including studies of CEO pensation, the adoption of poison pills, adoption of greenmail and other antitakeover provisions (. Conyon and Peck, 1998。 Frankforter et al., 2000). However, we know of no previous studies which have been able to directly measure board effectiveness from inside the boardroom in a way that might be used to directly examine the theoretical ‘black box’ between board practices or attributes and performance. Given the number of previous studies that have tied many of the aforementioned board attributes to pany performance, we expect that board effectiveness will actually act as a mediator of the board attributes–performance relationships that have been extensively studied by governance scholars. Moreover, we suggest that examining these attributes together, based on theory derived from research on effective teams, has the advantage of potentially integrating this vast set of studies into a more coherent story of how the practices work together to support better corporate governance. For example, Roberts et al. (2005) argue that a prerequisite for effective boards is for directors to bee engaged in carrying out their various responsibilities to the pany. This requires a significant time mitment to learn and keep up with the various intricacies of the pany’s operations and time is a serious constraint for most directors (Carter and Lorsch, 2004。 Lorsch and MacIver, 1989). Shen (2005) supports this argument but suggests that without appropriate incentives in place the likelihood of directors willingly putting in the time to adhere to their duties is low. This mediating role of board effectiveness is implied in previous boards research although not empirically tested. For instance, Golden and Zajac (2001) show that board demography and processes significantly affect strategic change. This essentially implies that board attributes impact board effectiveness, leading to higherquality strategic decisions and higher levels of organizational performance. Similarly, Forbes and Milliken’s (1999) prehensive theoretical model shows how board task performance (. board effectiveness) acts as a mediator, or intervening construct, between board processes and firm performance. Further, they argue that board characteristics are antecedents to task performance. Following these arguments and the many previous studies on corporate governance demonstrating the importance of boards of directors to the successful operation of the corporation (Baysinger and Butler, 1985), we propose two more hypotheses: Hypothesis 1: Corporations with more effective boards will demonstrate higher levels of financial performance. Hypothesis 2(a–e): Board effectiveness mediates the relationship between board attributes – (a) knowledge, (b) information, (c) power, (d) incentives, (e) opportunity/ time – and the financial performance of the pany. Taken together, the seven hypotheses discussed above test the prehensive model that boards with sufficient knowledge, information, power, incentives, and opportunity/ time are more likely to be effective, and more effective boards will be associated with superior corporate performance. Figure 1 visually demonst