The board of directors is now recognised as a crucial mechanism for the governance of listed companies. Yet the responsibility (toward shareholders or stakeholders), the role (as a monitoring or strategic device) and the composition (outsider versus insider members) of the board are open to debates. In law and economics as well as in organizational science, much of these debates are based on current theories of the firm. In particular, it is possible to identify an “incomplete contract approach” to corporate governance and to the board (see for example Zingales 1998; Blair and Stout 1999a and 1999b; Williamson 2006). Yet, inside this approach, no consensus is observable: for example, whereas Williamson (2006) defends the idea that directors should serve the interest of shareholders, Blair and Stout (1999) – in a very influential paper – argue for an extended responsibility. The objective of the workshop is to present theoretical discussions relating to the board of directors. Besides, empirical evidence relating to the effect of board composition on firm performance will be assessed.