Purpose: This paper develops a theoretical framework to guide future inquiry into board governance of independent schools. Design/methodology/approach: The authors' approach is to integrate literatures related to corporate and educational boards, motivation, leadership and group processes that are appropriate for conceptualizing independent school board governance processes. Findings: Shows that the institutional role of an independent school board is likely to be quite different, and considerably more significant than the role of a board of a systemic school. Originality/value: This paper develops an original theoretical framework that will provide a sound basis for investigation of an important but neglected aspect of educational administration in Australia. (Contains 1 figure.)