AbstractThis paper presents a new theoretical framework for understanding the governance of co-operative and mutual organisations. The theoretical literature on the governance of co-operatives is relatively undeveloped in comparison with that on corporate governance. The paper briefly reviews some of the main theoretical perspectives on corporate governance and discusses how they can be usefully extended to throw light on the governance of co-operatives and mutuals. However, taken individually these different theories are rather one dimensional, only illuminating a particular aspect of the board's role. This has lead to calls for a new conceptual framework that can help integrate the insights of these different theories. The paper argues that a paradox perspective offers a promising way forward. Contrasting the different theoretical perspectives highlights some of the important paradoxes, ambiguities and tensions that boards face.