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The paper outlines the problems of conflicts of interest for fiduciary shareholders with respect to the stock of publicly owned companies in their portfolios and considers various approaches proposed to address these problems. The questions of whether fiduciary problems are the result of a vacuum of ownership and an imbalance of power, and the extent to which regulatory reform and shareholder activism can resolve these problems, are examined. From this analysis a framework is developed that describes the sources, outcomes and factors contributing to the effectiveness of conflict management in the context of the current investment environment. A series of recommendations for mediating conflicts of interest by changing board architectures are presented. These recommendations apply principles of participative corporate democracy to the overall governance system.

Faced with major shifts in public opinion and societal change on an international scale, together with the strategic requirements of newly emergent forms of business structure, new technologies, globalisation and new forms of competition, modern companies are facing a crisis in their boardrooms. Traditional forms of governance architecture are being challenged and boards are under pressure to develop a broader mindset and new skills to deal with the uncertainty of higher‐level issues such as direction‐giving and implementation of strategy.The paper proposes a framework developed from research which examines the selection, evaluation and performance of boards of directors in New Zealand. From this research a need for strategic vision and leadership has clearly emerged as a key requirement in director capability, but in practice there is an acknowledged variation among individual directors in terms of their competence in this regard. Implications for further research suggest the need to explore the strategic role of the modern board in value creation, the extent to which directors perceive a link between strategy and corporate governance and their level of participation in this process.

PurposeThe purpose of this research paper is to explore the proposition that diversifying the board in terms of gender, ethnicity or skill base may require consideration of the specific strategic environment of the organisation. The proposition arises from the question as to whether or not greater diversity in board configuration is desirable in certain circumstances and considers the group dynamics, skill mix and capabilities that are required by boards under different conditions of change and strategic complexity.Design/methodology/approachThe study examines the financial performance of New Zealand publicly listed companies over a five‐year period and focuses on changes in board composition, strategic activity and implications for corporate performance.FindingsThe study finds limited support for the idea that board configuration, strategic context and corporate decision quality may be linked.Originality/valueThis paper will be of particular value to those involved in the appointment of directors within the private and public sectors. In particular, it focuses discussion on the strategic environment faced by the organisation and the relevance of a range of potential selection criteria when appointing new directors. It is also of interest to researchers evaluating the value of social capital and gender equity in contemporary organisations as, based on empirical reseach, it challenges conventional thinking. By implication, the paper also questions whether or not boards are actually able to influence key outcomes in the manner expected by legislators.