**1. Introduction**

In the last years, diversity on top management positions, particularly on boards has attracted an increasing interest [1–6]. It is widely argued that board diversity has effects on many business areas, such as financial performance, governance quality, innovation, and risk preferences [3, 7–10].

In fact, diversity could lead to meaningful changes in leadership style, generate new ideas, and challenge the business management, through specific channels such as the traits of top managers and executives. In fact, many studies on board diversity conclude that independent, female and foreign directors, directors who belong to minorities and those with specific academic and professional backgrounds could have significant effects on the business' outcomes.

The literature on board diversity distinguishes two different types of diversity: (1) diversity in boards that refers to the heterogeneity of directors' profiles, more specifically demographic traits such as age, gender, nationality, and (2) diversity

#### *Corporate Social Responsibility*

of boards that is explained by structural features, like for example the board size, CEO-chair structure, duality, and independence [2, 11, 12].

Most often, diversity has been discussed in the light of the competitive advantage, it could provide to the business in the short term as well as the long term [12–14]. Lately, more papers have stated that getting more diverse top management is an ethical requirement to go beyond the restrictive financial view, mainly focused on short-term returns [9, 11]. In fact Béji et al. [2] provide evidence that all diversity forms are valuable to improve corporate social responsibility CSR at different levels. Increasing social performance could drive a more sustainable financial performance.

Taking into account cognitive and psychological features in top management positions could shape the decision-making process. Indeed, directors' ideas and choices are influenced by their individuals' beliefs and values [15]. On the same vein, the adoption of CSR practices, specifically on the absence of mandatory CSR standards, is the result of stakeholders' pressure as well as personal beliefs [16].

In fact, there are two different approaches in CSR practices. According to [17–19], CSR could be: (1) strategic when the firm displays a high level of CSR commitment going beyond standards and stakeholders' expectations, and (2) responsive when CSR actions are mainly determined by external expectations and reporting standards. Most often, responsive CSR corresponds to the lowest level of commitment.

In fact, in line with dependence resource theory, getting involved in more inclusive nomination policies helps the company to get access to new opportunities through a better understanding of the market expectations and the deployment of more resources [9]. Also, previous studies put forward that, in high uncertainty contexts, diverse teams are more successful [20, 21].

In order to develop their CSR strategies, many firms have decided to establish specialized board committees, namely CSR committees CSRC [22, 23]; CSRCs aim to guide the company towards more strategic CSR actions, through the implementation of CSR initiatives, decreasing CSR risks and pursuing new opportunities [24]. They play a key role in the development of a CSR strategy and improving social performance [25]. They also have to check the compliance with regulations and initiatives in order to decrease CSR risks [22, 26].

Not surprisingly, corporate governance literature shows that the composition of CSRC influences corporate outcomes [27–29]. The attributes of CSRC members could, therefore, matter in the definition of a CSR strategy and its implementation.

This chapter provides a theoretical and conceptual overview of the governance of corporate social responsibility (CSR). It is based on an extensive review of corporate governance literature, specifically on the composition of boards and committees and how they influence corporate outcomes [27–29]. The attributes of committees' members could play a key role in the definition of a CSR strategy and its implementation. The second section analyzes how diversity in boardrooms and CSR committees could foster CSR performance, through specific dimensions of social performance. It focuses on the influence of structural and demographic diversities in boardrooms on CSR performance and the role of CSR committees on the implementation of a strategic CSR-building process.

The third section identifies CSR strategies: (1) strategic CSR driven by initiatives and pioneering actions and (2) responsive CSR based on the imitation of the main competitors and the implementation of basic actions to "avoid" stakeholders' pressure. We point out that strategic CSR has been widely discussed and extended while responsive CSR is marginalized and often associated with low social performance. This dichotomous approach of CSR strategies could be biased. Many firms could display a strategic CSR in some areas and a responsive CSR in other areas. The role of CSR committees and their composition are discussed in section (4). The last section concludes the chapter.
