Abstract

Digital transformation has reshaped corporate strategy, increasing technological complexity and strategic uncertainty. Traditional corporate governance research, which emphasizes monitoring and control, provides limited explanation of how boards influence strategic adaptation in digitally intensive environments. This study develops a conceptual framework linking corporate governance and strategic management through board digital capability. Integrating agency theory, resource dependence theory, and upper echelons theory, the framework identifies three mechanisms—monitoring enhancement, resource provision, and cognitive framing—through which board digital capability shapes strategic adaptability and digital transformation. The study advances propositions suggesting that technologically competent boards improve strategic alignment, innovation orientation, and long-term competitiveness, particularly in high-technology industries. By reconceptualizing boards as strategic enablers rather than purely monitoring bodies, this research bridges governance and strategy scholarship and offers a capability-based perspective on corporate governance in the digital era.