Boards in action: processes and practices of ‘strategising’ in the Boardroom

The function of Governing Boards has come under intense scrutiny in recent decades, following a number of high-profile corporate scandals which have uncovered negligence on the part of Boards in matters of strategy (Judge and Talaulicar 2017). This has led to the widespread introduction of Codes of Good Governance in both the for-profit and not-for-profit sectors. Such codes typically include an expectation that Governing Boards will be involved in shaping the organisation’s strategic direction, and this extends beyond a monitoring function. The Financial Reporting Council (FRC 2018, p. 3; emphasis added), for example, states,

An effective Board defines the company’s purpose and then sets a strategy to deliver it, underpinned by the values and behaviours that shape its culture and the way it conducts its business

Yet, knowledge of Board involvement in the development and realisation of strategy is limited (Bordean et al. 2011; Brauer and Schmidt 2008; Judge and Talaulicar 2017; Nadler 2004). A number of reasons have been advanced for this. First, little is known about how Boards do strategy (Hendry et al. 2010) and, indeed, there is lack of clear consensus about the role of Boards in relation to this (Hendry and Kiel 2004; Judge and Talaulicar 2017); second, scholars have cast doubt on the ability of theory, particularly agency theory, which has dominated much scholarship around the function of Boards, to adequately account for the complex and multidimensional involvement of the Board in matters of strategy (Brauer and Schmidt 2008; Cornforth 2004; Stiles 2001; Tricker 2005); third, little research has actually penetrated the ‘black box’ of the Boardroom to examine the processes and practices by which Boards engage in strategy, particularly in commercial organisations (Watson et al. 2020). This is compounded by a lack of clarity surrounding the term itself; ‘strategy’ embodies a number of normative assumptions which often go unchallenged, even in the academic literature (Townley 2014, p. 58).

While a focus on strategy in organisational studies has flourished in recent years with the growth of research that examines strategy as process (Burgelman et al.’s 2018; Pettigrew 2003; Sminia 2009; Whittington 2017) and as practice (see, for example, Chia and Mackay 2007; Jarzabkowski 2004; Jarzabkowski and Spee 2009; Whittington 1996, 2006), very little of this has informed research on Governing Boards. In particular, very few empirical studies have examined the complex Board/Management interactions that amount to ‘doing’ strategy, and hence how the ‘micro’ level of interaction and collaboration produces ‘macro-level’ outcomes at organisational level and beyond (Kouamé and Langley 2018).

Strategy as process and as practice represent largely separate (and in some respects conflicting) research streams; the former from management research and the latter from sociology. Process and practice refer to different, though highly interdependent, phenomena, but they also encompass distinct forms of theorising (Kouamé and Langley 2018). Process implies temporality, the emergence of events over time, while practice is a way of doing things. In terms of research methodology, process research has tended to focus on developing process and variance models (explaining how outcomes develop over time; and predicting relationships between variables), whereas strategy as practice has drawn on the ‘practice turn’ in sociology (Whittington 2006). Practice theories assume ‘that situated action and social structures are mutually constituted, that knowledge is embedded in practical activity and that human and nonhuman agency are inseparable’ (Kouamé and Langley 2018, p. 562). Hence, the practice turn is located in sociomateriality, which sees the social, including language, embedded in the material (Orlikowski 2007).

While these two streams of research draw on different traditions, Burgelman et al. (2018) suggest a rapprochement is possible, founded on a ‘strong process’ approach which entails an ‘ontological commitment’ to the world as constantly becoming (Langley and Tsoukas 2017). This counters the tendency to privilege substance over process, disrupting the Newtonian view that processes are merely the forces that push substances around (Rescher 1996); rather, ‘things’, are sociomaterial enactments and hence ‘materiality is seen as performance rather than as substance’ (Dameron et al. 2015, p. S6). Burgelman et al. (2018) designate this ‘combinatory’ approach, which synthesises key themes from both research traditions, ‘strategy as process and practice’ (SAPP). SAPP views ‘realised strategy’ as an ongoing process punctuated by strategising episodes (Burgelman et al. 2018, p. 541).

SAPP emphasises the dynamic, complex and nascent qualities of strategy. A tension thus emerges between a strong process-oriented conceptualisation of strategy in SAPP and scholarly accounts of the role of the Board in strategic matters which tend to separate aspects of this. Thus, Brauer and Schmidt (2008) make a distinction between strategy formulation and strategy implementation; they argue that the former is ‘widely understood’ by scholars to mean a range of tasks, such as undertaking analyses of strengths/weaknesses, horizon scanning, development of strategic options, etc. In contrast, they suggest that strategy implementation is less clearly understood, though it falls within the control function of the Board in ensuring ‘that the intended corporate strategy is in fact realized’ (Brauer and Schmidt 2008, p. 651). Similarly, Judge and Talaulicar (2017) distinguish between the monitoring (or control) function of the Board in relation to strategic direction (either ex post monitoring or ex ante monitoring) and its service role (whether active decision-making or more indirect advice/counselling). This separation of Board strategic tasks becomes problematic, however, if a more fluid understanding of strategy as ongoing activity is adopted. Indeed, Leonardi (2015) talks of a ‘blurry line’ between strategy formulation and implementation. As a result of this, Hendry et al. (2010), drawing on the work of Jarzabkowski (2005), prefer to speak of procedural and interactive strategising. The former referring to the largely ‘structural’ features of formal Board meetings, ‘the effect of which is to embed…strategy within the organisation’s routine activites and hierarchy’ (Hendry et al. 2010, p. 36); and the latter to actual involvement of the Board in the less formal spaces of ‘away days’ and strategic planning events, ‘as a series of nested incidents, each of which has the potential to continuously construct and reconstruct shared meaning’ (p. 37).

A research focus on forms of strategising rather than Board role potentially offers an approach more in sympathy with the theoretical orientation and methodological aims embodied in SAPP. However, this requires access to Boardrooms in order to study ‘Boards in action’ (Cadbury 2000). While a body of research is developing which is based on observation of Governing Boards, this still represents a very small proportion of the research carried out in this field (Watson et al. 2020). Of this, even less has employed video-based data collection. There is thus a pressing need to conduct empirical research inside Boardrooms in order to understand the complex processes and interactional dynamics that constitute Boards doing strategy. Here we address this gap, presenting an in-depth analysis of an unfolding process in which the Board and Management of a single organisation engaged in setting strategic direction over an 18-month period.

The case concerns a college of further education (FE) in Scotland.¹ Colleges in Scotland are classified as public sector bodies with charitable status and though, strictly speaking, ‘not-for-profit’, exhibit many of the features of commercial organisations: colleges in Scotland raise income from commercial operations; they market services to clients in a highly competitive arena; they have the same range of commercial risks as other businesses; and, like for-profits today, they must attend to corporate social responsibility. Our findings are therefore of relevance to both the for-profit and not-for-profit sectors (Cornforth 2004; Farrell 2005). In other respects, of course, colleges differ from commercial companies, and in ways that arguably make their role more complex. They do not have shareholders, but they must work in partnership with schools, employers, and industry to meet the needs of the economy and the local communities they serve. They must also respond to a rapidly changing policy context, characterised by Norris and Adam (2017) as a state of ‘political churn’; and, in Scotland, they are directly accountable to government through negotiated Outcome Agreements,² which determine their level of government funding. Unusually, the college which is the focus of this study, Dundee & Angus College (D&A), has agreed to be named and has worked with us in co-producing this analysis.

Here, we investigate the practices emergent in the Board of Management meetings (BoMM) at D&A as the material entanglements of the actants, human and nonhuman, which give rise to learning, understood as a ‘performative knowledge practice constituted and enacted by people and tools in complex sociomaterial collectives or assemblages’ (Fenwick et al. 2012, p. 10); and we examine the evolution of strategy over time through a series of more or less bounded episodes, thereby adopting Burgelman et al.'s (2018) ‘combinatory framework’ for strategy as both process and practice. Thus, we agree with Langley et al. (2013, p. 5) that, ‘how the past is drawn upon and made relevant to the present is not an atomistic or random exercise but crucially depends on the social practices in which actors are embedded’.

The paper is structured as follows. First, we set out the case – the planning of a 5-year ‘Future Strategy’ for the College. As part of the study, we observed planning events, video-recorded Board meetings, analysed texts pertaining to the initiative, and spoke to key personnel. Our analysis is multi-modal: we track the iterative development of the strategy through documents/texts produced for Board meetings; and we adopt a sociomaterial approach in understanding how the human and non-human engage in the processes and practices that jointly constitute strategising. The paper thus contributes to theory and knowledge around the role of Boards in setting the strategic direction of organisations in two key areas. Specifically, we provide important insights into the processes and practices by which strategy is performatively enacted in the Boardroom, showing how the micro level of interaction produces the macro level of organisational strategy; and, relatedly, we show how these practices enable boards to negotiate the tensions between control and collaboration.

The idea for a case study of D&A emerged while we were undertaking a wider project on governing in colleges of further education in the UK.³ The aim of this research was to observe ‘boards in action’ (Cadbury 2000) in order to examine how the Governing Board contributes to achieving the strategic aims of colleges in meeting the needs of learners, employers and labour markets. We had negotiated video and/or audio access to Board meetings at these colleges for a year, along with observation of selected committee meetings and other events. Fortunately for us, we arrived at D&A as they embarked on the process of setting a 5-year ‘Future Strategy’. At the same time, we witnessed some interesting practices in Board meetings by means of which the Board was facilitated in becoming actively involved in strategising. Taken together, these suggested that a case study would provide valuable insights into the actions of the Board in doing strategy, which we here define as the processes and practices through which knowledge concerning the future direction of the organisation emerges.

While scholars of a more positivist bent may argue that case study lacks rigour and does not allow of generalisation, we counter that ‘by studying the uniqueness of the particular, we come to understand the the universal’ (Simons 1996). Crucial in generating theory from case study is differentiating the subject and object of the study:

The case that is the subject of the inquiry will be an instance of a class of phenomena that provides an analytical frame—an object—within which the study is conducted and which the case illuminates and explicates. (Thomas 2011, p. 23).

In this case, the subject is D&A, while the object to be explained is Boards’ involvement in strategising. The case study explores these processes, and attendant practices, and thus enables connections to be made between the ‘micro’ level of the Board of Management meeting—the entangled interactions of human and nonhuman actants—and the ‘macro’ of strategy at organisational level.

D&A was formed in 2013 by merger of two colleges, Dundee College and Angus College, and is one of the largest in Scotland. The Principal during the period of the study, Grant Ritchie, took up his appointment in 2015. The Chair of the Board, Angela McCusker, was appointed by the Scottish Government in 2014, as is required for all regional colleges in Scotland. At the time of the case study, the Board comprised around 17 members, including members of teaching and nonteaching staff, and the president and vice-president of the Students’ Union. It should be noted that the Principal is also a member of the Board.

D&A has crafted a narrative identity built around its ‘improvement culture’, epitomised in the implementation of its 2-year ‘Good to Great’ (G2G) strategy (2018–2020), which won the Campbell Christie Public Service Reform Award in 2018. The aim of G2G was to ensure that 'by 2020 Dundee and Angus College will be the outstanding model of how regional colleges in Scotland operate and how they impact on their local economy'.⁴ At the stage in which we started gathering data at D&A in January 2019, they had just embarked on a process of developing a 5-year ‘Future Strategy’ that would eventually succeed G2G. It is not our purpose to evaluate either the strategy or its implementation. This case study concerns the emergence of strategy in Board of Management meetings (BoMMs), understood as the coming together of Senior Management and Board Members within the designated space, governed by the cultural norms of such events (for which the Inuit have the rather more succinct expression ‘katimaniq’).

D&A holds four Board meetings a year, each lasting two hours. Papers for all meetings and events are packaged and circulated in pdf form in a timely manner, as is required by the Code of Good Governance for Scotland’s Colleges (Good Governance Steering Group 2016).

The data on which we base this analysis comprise:

The key episodes are set out in Table 1. We recognise that many activities which might broadly be conceived as strategising would have taken place ‘off camera’—the Chair told us, for example, that she had discussed ‘Future Strategy’ with the Principal prior to the initial, September 2018 event (Event 1):

‘Yes, so I would start that process with the Principal, and give some thoughts of where I thought it might, they might want to think about going. And then they will, as an exec team, work on the strategy and then they will bring that back to me, and then back to the Board’.

However, our research concerned the entanglements of Board and Management in the formal spaces of the BoMM, and other related events. As Samra-Fredericks (2000, p. 251) notes, while much talk of relevance to Board decisions occurs outside the Boardroom ‘in corridors, car parks, personal offices and the men’s toilets’, if it is significant it finds its way to the Boardroom since this is the space which legitimises Board actions.

Event 1 was not attended by us. All other events were observed and fieldnotes taken by the authors. Another Research Fellow, then on the team, observed the January 2019 planning event. Only Board meetings were videoed. The siting of video cameras and microphones is not a neutral act (Hindmarsh and Llewellyn 2018). In this case our options were limited—once a Board meeting had started it was not possible to alter the camera positions. Two cameras were positioned in such a way as to enable all participants to be seen, though this was not always possible. Choices thus surrounded ensuring the ‘key’ persons were in shot—usually this meant the Principal and the Chair, who often, though not invariably, sat next to each other. Similarly, the two external mics picked up all voices and problems arose if the meeting split into groups, as happened at D&A. Thus, it was not possible to transcribe all the groups when the BoMM undertook groupwork, as occurred in BoMMs 2 and 3.

We present a multimodal analysis, examining the unfolding process through the various texts produced, and the interactions between Board Members and Senior Management in Board meetings and related events. In addition we shared the analysis with Senior Management and the Chair of the Board. As previously outlined, SAPP is located within process ontology (Rescher 1996). Commensurate with this, the analytical framework draws on sociomateriality. Thus we understand strategy as emerging in the entangled network of the human and nonhuman (documents and other technologies of meetings) from which learning emerges as a distributed phenomenon (Barad 2003). Crucially, sociomateriality views language as an embodied practice in which semiotic resources—gesture, eye contact, and emotion—all contribute as ‘strategists weave visual narratives’ (Gylfe et al. 2016). This is an aspect of strategising that is frequently overlooked by researchers, but as Dameron et al. (2015, emphasis added) point out, ‘to programmatically ignore an audible or visible mode of behaviour in strategy work is to stunt our understanding of the phenomena that the strategy participants make available to each other’. Gaze and gesture are particularly important aspects of the embodied nature of language. Semiotic classification of gesture (Cassell and MacNeill 1991) generally recognises three main types: iconic (closely related to the semantic meaning of speech); metaphoric (corresponding to an abstract idea); and deictic (in some manner ‘pointing’). Gaze too can be thought of as a form of deixis, and deictic words such as ‘this’ and ‘that’ can also function as ‘verbal gestures’ (Janney, 1999). Iconic and metaphoric gesture are integral to speech production, facilitating the organisation of thought, and may communicate (or at least be intended to communicate) meaning (Hostetter and Alibali 2008). Deictic gesture is complex and extends beyond merely indicating salience, rather it is a relational gesture that draws the other (human or nonhuman actant) in, implicating the other in the production of speech. In this way, through the three dimensional materiality of language, what Gylfe et al. (2016) refer to as ‘embodied cognition’, strategy is woven.

We have adopted Burgelman et al.’s (2018) combinatory framework which integrates process and practice as the unfolding of ‘realized strategy’ in which are embedded episodes of ‘deliberate’ strategising. This has affinities with Kouamé and Langley's (2018, p. 577) ‘hybrid strategy’, which combines ‘progression and instantiation’, i.e., we provide a fine-grained analysis of the events over time, showing how activity produced Future Strategy during each event, and how it was then ‘recontextualised and reshaped in the following period’ (Kouamé and Langley 2018, p. 577). In order to do this we first undertook an analysis of documents produced for each event to highlight sequential changes and to reveal the emerging narrative threads. The development of strategy narratives, as carried by the documents, was then related to the video observations and the Board discussions in order to give insight into the enrolment of actants in this process. Video was analysed with the assistance of MultiUserTransana 3.32™ software, which enables multiple transcripts to be developed in conjunction with the video (Woods and Dempster 2011). Transana supports transcription and navigation of video. Clips of analytically interesting parts of the meeting can be stored in ‘collections’ for in-depth analysis. Transana™ is capable of presenting split screens, but there is loss of quality and it cannot handle HD video. All videos were therefore converted to MP4 format. It was necessary to develop ‘work-arounds’ to ensure highest quality data were being used for analysis. This involved, for example, loading one camera angle to Transana and developing the transcript in conjunction with the second camera HD video viewed simultaneously, on the VLC media player.

Analysis of videos involved immersion in the data through repeated viewing and transcription of relevant episodes. (Transcription adopts a simplified form of Jeffersonian conventions, see Appendix 1). While this is one of the key affordances of video, we were aware that the very ability of video to allow repeated watchings may introduce uncertainties/ambiguities.⁵ Each viewing is itself an unfolding process and repeated viewing may literally change what is ‘seen’. Thus, our experience and interpretation of what we, as analysts, see is not only likely to be very different from our participants, it is also incapable of being fixed. The embodied materiality of language was particularly important in this and the role of gesture and the way documents/visuals were enrolled into the network by participants formed part of our analysis. We have provided a description of gestures rather than attempting to represent these graphically, which we feel is more helpful than providing still images.

We have very deliberately eschewed coding as a form of analysis, agreeing with St Pierre and Jackson (2014, p. 715) that coding ‘has become a fetish, a superficial marker of a positivist scientism’. Rather, we have adopted a ‘post-qualitative approach’ (the generic term given to qualitative approaches which reject coding) looking for the bit of data that ‘glows’ and ‘seems to invoke something abstract or intangible that exceeds propositional meaning’(Maclure 2013, p. 661). Maclure elaborates: ‘a fieldnote fragment or video image starts to glimmer, gathering our attention because it resists analysis, refuses to render up its meaning’ (Maclure, 2013, p. 661). Undertaking this kind of analysis draws on an ethical rigour which demands a greater level of intimacy with both the data and the context for its production than is involved in coding. By this means we adopt an approach that is commensurate with ‘strong’ process research.

Here we draw together the findings from the case study and consider how these might further thinking around board engagement in strategising. Specifically, we make connections between two key questions concerning governing: (1) How do boards negotiate control/collaboration?; and (2) How does the micro level of interaction produce the macro level of organisation?

In conducting this research we have focused on the ephemeral and overlooked, showing how the minutiae of interaction are critical to the development of strategy at organisational level. Examining gesture and nods, and noticing the apparently inconsequential, is central to understanding how the micro and macro are entangled and unfolding in the performance of strategising. Crucially, our research helps to illuminate ‘a blind spot…around how bodily and material resources are employed…to accomplish strategic work’ (Jarzabkowski et al. 2015, p. S28). However, as process researchers, whose preference is to take a ‘deep dive’ into the episodes that provide our data, we are aware of the need to make wider claims (Abdallah et al. 2019). A major challenge for SAPP research is to produce analyses which show how interactions in the Boardroom give rise to macro-level outcomes (at the organisational level and beyond). Here, we have adopted an approach based on ‘progression and instantiation’ which considers ‘different practices over successive periods and analyses how they instantiate emerging outcomes over time’ (Kouamé and Langley 2018, p. 576). By considering events over a series of episodes, we have built a picture showing how micro-level practices in the Boardroom are layered incrementally in the emergence of strategy at organisational level. Key to this is the production of texts and their enactment in the Boardroom, hence the importance of recognising the embodied nature of language and the significant role of gesture as a means to animate texts. Thus, we see recursively how texts acquire authority and demonstrate agency, but this depends on their ongoing enactment in the Boardroom. But we see, too, from the other direction, how the macro level of policy is inserted at the micro level of the Boardroom. For example, here we have shown how policy, at the outset embedded and embodied in the person of the Scottish Government representative at Event 1, became interpolated into Future Strategy. In this way, the ‘macro’ of national policy is enacted through the ‘micro’ of Board interaction. Indeed, it may be an unhelpful essentialism to think in terms of micro and macro. In effect, both are mutually implicated in the constitution of organisation (Cooren, 2004).

Throughout this research we have been privileged to observe at first hand the processes and practices through which strategy is enacted in the Boardroom. Our work challenges dominant theories. In 2005, Tricker (2005, p. 16) argued that ‘corporate governance, as yet, does not have an accepted theoretical base or commonly accepted paradigm’. This is probably still true today. The idea of an overarching, one-size-fits all, ‘theory’ of corporate governing was always an illusion. Instead of imposing rigid models we should instead acknowledge the complexity of board practices, embracing a radical undecideability: ‘both/and’ rather than ‘either/or’.

Of course, the idea that there is no one-size-fits all explanation which says what governing ‘is’ may not be a particularly novel conclusion. Certainly, this has been a recurrent theme since the introduction of contingency theory in the 1960s, but here we have gone beyond this in promoting ambiguity as a legitimate framing of board action: boards do, indeed perform contradictory roles simultaneously. Here we have revealed how this is achieved as an accomplishment of Board and Management in collaboration. In particular, our work has shown how processes and practices modulate distance between Board/Management in negotiating the contradictions and tensions in board roles, and we have brought attention to bear on the sociomaterial enactments through which boards do this.

The challenge for boards, and particularly Chairs, lies in determining how ambiguities can be channelled and managed towards effective outcomes. Here we have shown how the practices of the governing body can contribute to this. Hence, the case study has implications for practice. Most notably, the way in which the Chair orchestrates the Board Meeting is crucial. Codes of ‘Good Governance’ stress the key role of the Chair. Relatively few studies have drawn on observational methods, as opposed to gathering retrospective accounts from actants, to elucidate why this is so and how the role is enacted. (This is too large a subject to go into here, see Watson et al. 2020 for a review). Here we have seen that forms of strategising, and the practices which support these, contribute in different ways to the emergence of strategy over time. This requires a sophisticated understanding of the multiple contexts in which strategy happens and the ways in which these may be drawn on. It also requires an appreciation of complex interactions of participants and the affordances of the various technologies, such as the use of groupwork, that constitute practice. This is a nuanced task which requires both an appreciation of the ebb and flow of events, and an understanding of the ambiguous nature of the Board ‘ask’. We suggest that in the case study here these were clearly evidenced, contributing towards an understanding of how boards ‘add value’ to the organisation.