Behind Closed Doors: How Boardroom Silence and Implicit Theories Shape Corporate Governance
研究揭示董事会沉默并非被动缺失，而是一种常规化治理实践，通过分析17家荷兰双层董事会，识别出三种内隐沉默逻辑，解释董事为何在正式权力下仍选择沉默，并影响治理结果。
ABSTRACT Research Question/Issue Why do directors, despite formal authority and oversight responsibilities, remain silent in the boardroom, and how does such silence shape governance outcomes? Research Findings/Insights Silence in boards is not a passive absence but a routinized governance practice. Drawing on a reflexive, abductive field study of 17 Dutch two‐tier boards (113 directors), this study identifies three implicit silence logics—compliance, risk, and impact—which, when enacted in practice, function as theories‐in‐use guiding directors' decisions to withhold voice. These tacit “if–then” rules coexist and vary in salience depending on context, producing a recurring gap between espoused openness and enacted withholding. Awareness varies in degree, shaping whether silence remains taken for granted, is recognized in hindsight, or becomes reflexive. By comparing observed interaction with retrospective accounts, the study suggests that these theories combine into aligned or fragmented board‐level climates. Theoretical/Academic Implications This study advances behavioral governance by theorizing silence as a performative, routinized practice and develops a multi‐level account linking individual theories‐in‐use to collective boardroom climates, conditioned by varying levels of reflexive awareness. Practitioner/Policy Implications Boards can strengthen oversight by surfacing implicit rules, examining how procedural structures shape voice, and embedding reflexive practices that make silence discussable.