Codes of governance have mushroomed in contexts operating under a single, dominant institutional logic, such as publicly listed corporations. These codes act as institutional prescriptions that help spread best practices throughout industries. More recently, in some countries, specific codes have been developed for hybrid organizations that integrate multiple, conflicting institutional logics simultaneously, such as cooperative enterprises. Drawing on an extensive set of qualitative data, we ask how such institutional prescriptions may (fail to) address governance challenges in organizations with multiple, conflicting (...) institutional demands. In doing so, we extend current literature on governance of hybrid organizations, which has so far focused on individual and organizational levels, to include institutional-level strategies. While governance codes are often inspired by deontological ethics to solve issues in a single institutional logic, we find that governance codes for hybrid organizations should not prioritize a single institutional logic, nor follow a deontological approach to improving governance, but should, on a more pragmatist take, remain open to continuous learning. (shrink)

Business Ethics: A European Review, EarlyView.

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allow us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board (...) of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

Given the multiplicity of codes designed to regulate different stakeholders in terms of promoting good corporate governance, this paper examines areas of conflicts among the various codes and the associated implications for corporate governance practices and regulatory compliances by public-listed Nigerian firms. Using the conflict-signalling theory for developing the conceptual framework, this study examines the proliferation of codes in Nigeria, through a mixed method approach to provide an exploratory account of the implications of corporate governance regulatory multiplicity. Evidence suggests the (...) presence of conflict among the various codes which contributes to reduced compliance by firms and ineffective enforceability by regulatory agencies, which both impede good corporate governance in Nigeria. The findings advance conflict-signalling theory as an important framework for understanding the implications of the conflicts arising from the multiplicity of codes. (shrink)

A variety of stakeholders have long been interested in the factors that are related to firm valuation. This article investigates why companies with more comprehensive corporate governance (CG) have a value premium over companies with less comprehensive CG. We posit and find that the cost of equity capital (COC) decreases with the strength of CG, suggesting that the value premium stems from the lower COC for more comprehensive CG. We also find that the COC is lower for companies with strong (...) commitment to business ethics (BE) than for those with weak commitment to BE and that the beneficial effect of CG on the COC is more pronounced for companies with weak commitment to BE than for those with strong commitment to BE. Companies with more comprehensive CG tend to exhibit strong commitment to BE, but the beneficial effect of corporate ethical commitment is not completely subsumed by CG. Our results suggest that companies could lower their cost of equity capital and increase firm value by adopting more comprehensive CG practices and committing to higher standards of BE. (shrink)

This paper presents a review of 100 empirical papers studying corporate codes of ethics in business organizations from the time period mid-2005 until mid-2016, following approximately an 11-year time period after the previous review of the literature. The reviewed papers are broadly categorized as content-oriented, output-oriented, or transformation-oriented. The review sheds light on empirical focus, context, questions addressed, methods, findings and theory. The findings are discussed in terms of the three categories as well as the aggregate, stock of empirical CCE (...) studies in comparison with previous reviews, answering the question “where are we now?” Content and output studies still stand for the majority of the studies, whereas the transformation studies are fewer. Within these areas, two new trends are found to have emerged: discursive analyses and a focus on labor conditions. The review finds that the content of CCEs is still predominantly self-defensive, that CCEs are insufficient in themselves in terms of protecting workers’ rights, that CCEs are likely to encounter tensions when implemented across national and organizational boundaries, and that while perception of CCEs is generally positive, CCEs may lead to both positive and negative outcomes. Based on these findings, potential areas for further exploration in the area of CCE research are suggested. (shrink)

Business ethics is one of the most significant demands made by institutional and individual investors, who usually require the participation of the board of directors in the planning and implementation of ethical behaviour in corporations. This is done by drawing up an ethics code and then monitoring its fulfilment. This study has a dual objective: first, to analyse the role played by the composition of the board of directors, and by that we mean its independence and the diversity of its (...) members, on the implementation and scope of an EC, and, second, to detect whether the corporate governance system moderates the level of involvement of the board in ethical issues. The findings obtained from a data panel sample made up of 760 listed companies from 12 countries for the years 2003–2009 show that the largest companies with large-sized and diverse boards implement the most developed ECs. Nevertheless, the extent of involvement of the independent directors is conditioned by the level of shareholder orientation characteristic of the system of CG in the corporation’s country of origin. (shrink)

In this article, we examine the factors determining the representation of women on boards of directors by considering three main questions. The first question deals with the relationship between characteristics of ownership and governance on one side, and female directorship on the other. The second major question concerns the demographic attributes of women directors, such as nationality, foreign experience, educational level, business expertise, and connections to external sources. The third important question refers to women in senior positions on French boards (...) (e.g., as independent members or board subcommittee members) in relation to firm characteristics and women’s demographic attributes. Our study focuses on French large- and mid-capitalized companies belonging to the SBF120 stock market index during a 5-year period running from 2000 to 2004. First, our results give evidence that the appointment of women directors is strongly related to family ownership and board or firm size. Second, the appointment of women directors is related to their professional services, valuable skills, and network links. Furthermore, we show that women face a double glass-ceiling problem, and note that French firms rely more on the demographic attributes of their women directors when they are appointed to senior board positions. Our study sheds light on issues concerning the law that comes into force in 2016, which imposes quotas of women members on boards of directors in French companies. (shrink)

In today's world, the corporate image of the largest companies is closely linked to their performance in the field of corporate social responsibility and the disclosure of information on that topic, specifically, on climate change. Since the Board of Directors is the body responsible for this process, the aim of this article is to show the role that companies' Boards of Directors play in the accountability process vis-à-vis stakeholders in relation to one specific aspect which has enormous significance in environmental (...) information: practices used to monitor greenhouse gas emissions. In order to achieve this, we shall verify certain business characteristics, in addition to the size and activity of the Board of Directors, and we shall take different dependence models into consideration. These models will include variables related to the level of independence and diversity of the Board of Directors, which interact with dummy variables representing the company's litigation risks regarding environmental behavior and the institutional macro-context of the organization's country of origin. The results make it clear that Boards of Directors are basically focused on the traditional responsibility of creating economic value, instead of dealing with today's broader business world concepts, which include social responsibility. This focus, therefore, does not favor the accountability process before other stakeholders, if this makes it more difficult to protect the interests of shareholders. (shrink)

Despite ample research on corporate governance (CG) and corporate social responsibility (CSR), there is a lack of consensus on the nature of the relationship between these two concepts and on how this relationship manifests across institutional contexts. Drawing on the national business systems approach, this article systematically reviews 218 research articles published over a 27-year period to map how CG–CSR research has evolved and progressed theoretically and methodologically across different institutional contexts. To shed light on the full gamut of the (...) CG–CSR relationship, we categorize and explore the nature of this relationship along two strands: (a) CSR as a function of CG and (b) CG as a function of CSR. Through this review, we identify key themes where CG–CSR research has lagged and account for under-explored contexts in this domain. Finally, we put forth a comprehensive agenda for progressing future research in the field. (shrink)

This study examines the influence of women on the boards of directors of National Health Service Foundation Trusts in England. FTs provide a public service where social performance is the primary objective, although financial constraints must be met. Female presence is higher for executive directors than non-executives, reflecting the high number of women employed in the sector. We find that a high female presence among executive and non-executive directorships does not result in significant differences either in financial return or service (...) quality. When gender diversity on boards is consistently high, the benefits on performance of having more women on the board may not be discernible. However, female Chairs or Chief Executives result in significant reductions in negative social outcomes, such as lower clinical negligence costs, without harming financial management. The findings of this study, carried out in a context of high female presence and where a woman frequently occupies one of the two most influential board positions, Chair and Chief Executive, have implications for gender diversity and gender targets on the boards of directors in business and other sectors. (shrink)

This paper presents a literature review offering a thorough and critical systematization of articles investigating the influence of women directors on corporate social performance (CSP). We review the state-of-the-art literature in terms of its key assumptions, theories, and conceptualization of CSP. Our analysis shows a misfit between the theorization and operationalization of gender diversity, especially in quantitative empirical studies, which represent the majority of articles. In our overview of both conceptual and empirical studies, we identified three main theoretical dimensions, which (...) are contingent upon board-level and institution-level dimensions. Based on our proposed framework, we call for future researchers to focus on novel research questions and innovative research designs to investigate women’s contributions to CSP and challenge the theoretical assumptions about the role of women on boards. (shrink)

Corporate codes of ethics, which have spread in the last decades, have shown a limited ability to foster ethical behaviors. For instance, they have been criticized for relying too much on formal compliance, rather than taking into account sufficiently agents and their moral development, or promoting self-reflexive behaviors. We aim here at showing that a code of ethics in fact has meaning and enables ethical progress when it is interpreted and appropriated with practical wisdom. We explore a model that represents (...) an uncommon organizational code of ethics: the monastic Rule of St. Benedict, written in the sixth century and still used today. Our empirical study—conducted in several monasteries living under this rule—shows that organization members interpret this rule, both hermeneutically and ethically, to adapt it to situations. They also appropriate this rule as a way of life and treat it as a dynamic framework that helps them to follow their purpose within their organization. This exceptional code actually offers an alternative model for practicing codes of ethics, in a virtue-ethical manner, beyond mere compliance with the text. The way in which reflexive and active agents practice the code, both individually and collectively, shapes their organizational experience and fosters their moral development. (shrink)

Confronted with numerous scandals, sports organizations are turning to the adoption of ethical codes to attain more ethical behavior. However, the effectiveness of an ethical code as a means to increase ethical behavior remains debated; furthermore, the particular characteristics of a sports context have not yet been taken into account, nor have the different stages of code establishment been considered in evaluation. This article studies the effectiveness, as measured by the Ethical Climate Index, of ethical codes in sports organizations. Moreover, (...) it investigates the effects of the presence, creation, content, implementation, and enforcement of ethical codes on ethical behavior in sports organizations. Our results shed a light on the conditions that need to be in place to install an effective ethical code in sports organizations: a genuine motivation to improve ethical behavior, the involvement of coaches, and the explicit targeting of the management. (shrink)

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allows us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board (...) of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

This study examines the effects of individual ethical values and organizational factors on the professional ethics of PR practitioners in Korea by considering a person–situation interactionist model. Individual ethical values are used as individual factors, and organizational factors consist of an organization’s reward and punishment for ethical/unethical behavior, the behavior of peers, and the ethical integrity of the chief ethics officer. The professional ethics of PR practitioners (the dependent variable) are classified into the following three dimensions: professional ethics for the (...) public, the client, and the PR industry. The results indicate that agency practitioners were more likely to be committed to their profession than to their organization, whereas in-house practitioners were more likely to be committed to their organization than to their profession. That is, in-house practitioners showed weak professional commitment, indicating that they perceived themselves as employees, not as PR professionals. Organizational factors such as reward, punishment, and peers’ ethical behavior had considerable influence on the professional ethics of in-house practitioners, whereas they had little influence on agency practitioners. Organizational factors as well as individual ethical values were more likely to influence the professional ethics of in-house practitioners than that of agency practitioners. Thus, to foster in-house practitioners’ professional ethics and commitment, professional associations in the PR industry should make efforts to provide in-house practitioners with more information on the PR industry and more opportunities for interacting and maintaining communication with their colleagues in the industry. (shrink)

Ethical cultures, corporate social responsibility (CSR), and sustainability strategies are increasingly being addressed through formal organisational policies and structures. This is evidenced by codes of ethics, conduct, whistle-blowing reporting lines, anti-bribery and corruption policies, and broader stakeholder and environmental engagement strategies. In the United States, corporate ethics managers are responsible for these functions, supported by specific professional and university-level qualifications. However, this is not the case in Australia and Asia where the role appears delegated to human resource personnel in organisations. (...) Human resource management (HRM) is increasingly advanced as a formal profession, yet whether corporate ethics content features as a significant component of the HRM profession is unclear. Expert knowledge is a foundation of a profession along with the duty to act within the limits of that knowledge and expertise. This paper scopes what constitutes professional expert knowledge. It examines corporate ethics expertise and HRM within this context. Major Australian and Asian organisations are examined to verify that HRM Departments, and thus HRM practitioners, are responsible for managing corporate ethics. Given the seniority and strategic importance of this function, the content of selected Masters in HRM and related fields are examined to identify the extent of ethics content. This is considered in the light of the expertise required to manage corporate ethics, and conclusions are drawn whether the HRM discipline is appropriately qualified to manage this function. Finally, recommendations and further research towards advancing the role and function of corporate ethics managers in general are proposed. (shrink)

The present global financial crisis has revived the notion that competitive markets may lead some directors and executives to behave in opportunistic ways considered unethical and even illegal, through the pursuit of self-interest. This article proposes and tests an integrated model that offers new insights into the relationship between board structure, independence and firm value. By incorporating the proportion of independent directors on the board as a moderating factor in this relationship, this study contributes to a better understanding of the (...) entrenchment and convergence-of-interests hypotheses. Using empirical data obtained from 114 Spanish listed companies in a context of economic crisis, from 2007 to 2010, we conclude that having a board with a greater proportion of independent directors reduces the negative association existing between firm value and a large board size and significant board share ownership. (shrink)