Corrective Governance in the Boardroom: A Negotiated Order Perspective
运用协商秩序理论，将董事会对CEO领导力问题的回应视为社会秩序破坏与协商的动态过程，识别出影响协商条件的两个关系维度，并描述了不同协商条件与方式如何导致一系列治理结果。
We leverage negotiated order theory to develop a model of board corrective governance concerning CEO leadership. We extend research on corporate governance to theorize that a board’s response to concerns about CEO leadership is a dynamic process of social order disruption and negotiation. When a disruption of an existing social order occurs, the CEO–board relationship is renegotiated by the board and, potentially, the CEO. We identify two critical relational dimensions—board affiliation with the CEO and board dependence on the CEO—that create four distinct negotiation conditions. Our model delineates the manner in which these negotiation conditions, in conjunction with the negotiation approach (cooperative or competitive) of the board and the CEO, give rise to a spectrum of first-order (i.e., retention, discipline, empowerment, dismissal) and second-order (i.e., changes to board dependence and affiliation) outcomes that influence the CEO–board relationship and subsequent corrective governance episodes. Our theoretical framework has important implications for governance research and practice, underscoring the need to view corrective governance decisions as interrelated negotiated outcomes shaped by evolving relational dynamics.