Boards of UK-listed companies have been given a responsibility for corporate culture in the 2018 revision to the FRC’s Corporate Governance Code. However, boards, due to their independence and remoteness to everyday company matters, are in a difficult position to determine the suitability of the corporate culture or to impact it themselves. Whereas the corporate culture literature addresses the top-down leadership of culture by executives and managers, it does not address how a company
board makes a contribution to corporate culture. Neither does the corporate governance literature identify a board role or task in relation to corporate culture. There are therefore important questions as to how boards should best perform the new culture responsibility. This thesis investigates how UK boards have responded to the 2018 Code change, creating a board culture task that is shown to be differentiable to the equivalent executive task. Hence, a conceptualisation of a board task for culture derived in this thesis addresses the gap in the literature. This is achieved through an interpretive,
qualitative case study incorporating 47 semi-structured interviews with representatives of the UK corporate governance community and an analysis of 52 company annual reports and six best practice guides, produced by the community and aimed specifically at boards. This thesis demonstrates that boards perform a culture task that should be incorporated into the literature on board roles and tasks. It also shows how boards have had to modify and adapt previously identified board processes in order to perform the culture task. Boards have developed new working relationships within the
company focussed on partnership, pointing to an evolving notion of the board role. Hence the thesis makes an important contribution to board role and task theory. The conceptualisation of the board culture task developed in this thesis also offers a practical framework for use by boards in performing their culture responsibility.