. Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs (...) of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors. (shrink)

Unethical decision-making behavior within organizations has received increasing attention over the past ten years. As a result, a plethora of studies have examined the relationship between gender and business ethics. However, these studies report conflicting results as to whether or not men and women differ with regards to business ethics. In this article, we propose that gender identity theory [Spence: 1993, Journal of Personality and Social Psychology 64, 624–635], provides both the theory and empirical measures to explore the influence of (...) psychological gender traits and gender-role attitudes on ethical perceptions of workplace behaviors. Statistical analyses of the data reveal that based on sex alone, no differences occur between men and women in their ethical perceptions. Yet, when a multidimensional approach to gender is applied, results show that expressive traits and egalitarian gender-role attitudes contribute to both men’s and women’s propensity to perceive unethical workplace behaviors as unethical. The implications of these findings and suggestions for future research are presented. (shrink)

While it is widely assumed that greater diversity in corporate governance will enhance a firm’s corporate social performance, this study considers an alternative thesis which relates managerial control to corporate philanthropy. The study empirically evaluates both board diversity and managerial control of the board as possible predictors of corporate philanthropy. The demonstration of a positive relationship between managerial control and corporate philanthropy contributes to our understanding that corporate social performance results from a complex set of economic and social motives. Possible (...) future research and managerial implications are discussed. (shrink)

This paper investigates the potential and actual contribution of corporate social responsibility (CSR) to gender equality in a framework of gender mainstreaming (GM). It introduces GM as combining technical systems (monitoring, reporting, evaluating) with political processes (women’s participation in decision-making) and considers the ways in which this is compatible with CSR agendas. It examines the inclusion of gender equality criteria within three related CSR tools: human capital management (HCM) reporting, CSR reporting guidelines, and socially responsible investment (SRI) criteria on employee (...) and diversity issues. Although evidence is found of gender equality information being requested within several CSR related reporting frameworks, these requirements are mostly limited in scope, or remain optional elements. The nature and extent of relevant stakeholder opportunities are investigated to explain this unfulfilled potential. (shrink)

Has the diversity of corporate boards of directors improved? Should it? What role does diversity play in reducing corporate wrongdoing? Will diversity result in a more focused board of directors or more board autonomy? Examining the state of Tennessee as a case study, the authors collected data on the board composition of publicly traded corporations and compared those data to an original study conducted in 1995. Data indicate only a modest improvement in board diversity. This article discusses reasons for the (...) scarcity of women on boards and concludes that, to enhance strategic decisions, board membership should reflect the corporation''s consumer population. Thus, women are a critical but overlooked resource. Areas for future research are also considered. (shrink)

The USA has a number of educated, experienced, professional women ready and willing to move into the boardrooms and executive suites of corporate America. The author of this text argues that they are America's competitive secret.

Appointment as a director of a company board often represents the pinnacle of a management career. Worldwide, it has been noted that very few women are appointed to the boards of directors of companies. Blame for the low numbers of women of company boards can be partly attributed to the widely publicized "glass ceiling". However, the very low representation of women on company boards requires further examination. This article reviews the current state of women's representation on boards of directors and (...) summarizes the reasons as to why women are needed on company boards. Given that more women on boards are desirable, the article then describes how more women could be appointed to boards, and the actions that organizations and women could take to help increase the representation of women. Finally, the characteristics of those women that have succeeded in becoming members of company boards are described from an international perspective. Unfortunately, answers to the vexing question of whether these women have gained board directorships in their own right as extremely competent managers, or whether they are mere token female appointments in a traditional male dominated culture, remains elusive. (shrink)