SUMMARY
In recent years researchers have been paying significant attention to Environmental, Social, Governance (ESG) principles as a crucial factor in company performance. This paper aims to summarize the trends and findings in academic literature devoted to the board of directors as a determinant of ESG performance and non-financial disclosure quality. This paper also summarizes the key findings for a board’s moderating effects on the impact of ESG on corporate financial performance. The results of qualitative analysis of more than 70 empirical papers demonstrate that board independence is the most widely considered parameter, interpreted as a positive factor for strengthening a board’s monitoring function according to agency theory. There is no consensus on board size: larger boards include directors who represent the interests of a wider range of stakeholders (stakeholder theory), however, the increase in board size leads to a complicationof decision-making and controlling processes. Researchers mostly agree that an augmentation of women’ and foreigners’ representation among directors positively affects ESG performance and disclosure quality, although the lack of critical mass may dilute this effect. As for CEO’s role in the board, while some researchers argue that CEO duality enhances agency conflict, deterring corporate transition to ESG, other authors claim that a CEO’s organizational power may enhance the ESG transition due to a faster implementation of board decisions. One of the crucial determinants for this effect is the board members’ diversified professional expertise, including specialized education and experience, for the effective monitoring of managers’ performance. Finally, there is a growing interest in the role of board sustainability committees,which accumulate the required professional expertise for developing environmental and social strategies (resource-based theory). By examining the key board characteristics’ effect on corporate ESG performance and disclosure quality, this paper contributes to corporate governance literature, expanding the field for further research. Moreover, the paper highlights several understudied issues for further research.