Corporate boards play a central role in corporate governance and are therefore regulated in the corporate law and corporate governance codes of all industrialised countries. Yet although there is a common core of rules on boards, considerable differences remain—not only in detail but sometimes also as to major issues. These differences depend partly on shareholder structure (dispersed or blockholding), and partly on path-dependent historical, political and social developments, especially employee representation on the board. More recently, with the rise of the international corporate governance code movement in particular, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book uses the functional comparative method to analyse corporate boards, their regulation in law and codes, and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). Issues addressed include: Board structure; composition, functioning and enforcement by liability rules (in particular conflicts of interest); incentive structures; and shareholder activism. The book finds convergence in these European countries due to the pressures of competition, a pro-shareholder change supported by government and institutional investors and, to a certain degree, the impact of the EU. This convergence is more evident in the codes and the ensuing practice than in the statutes. Yet considerable differences remain, in particular as a result of the failure to adopt a mandatory ‘no frustration’ rule for takeovers at EU-level, and diverging systems of labour co-determination. The result is an unstable balance between convergence and divergence, shareholder and stakeholder influence, and European versus national rule-making.