Introduction. Being a corporate governance body, the board of directors underwent quite a long transformation in the framework of its functions in connection with the development of corporate regulators in Russia and the desire of domestic companies to implement the best international corporate governance practices. In the 90s and in the early 2000s, the board of directors was at the stage of formal functioning, starting in 2014 - at the standardization stage, implementing the agent concept. Today, despite compliance with Russian and international corporate governance standards, boards of directors have problems of a global nature that cannot be solved within the framework of agent theory. The development of boards of directors in domestic companies within the framework of resource theory is relevant. Theoretical analysis. The article analyzes the transformation of the external and internal characteristics of boards of directors since their appearance in Russian companies. The authors distinguish the stages of boards of directors’ development, prove the formal nature of the first stage, the development of the board in the framework of agent theory and the emergence of the third stage of development, which should correspond to the resource model of boards of directors. Results. In the process of the study, the board of directors’ problems were identified regarding interaction with managers, internal relationships, passivity and indifference of members, imbalance. As a direction for solving problems, it is proposed to build a council within the framework of a balanced council model in which balance is formed in a dynamic aspect.