Although personal attributes have gained recognition as an important area of effective corporate governance, scholarship has largely overlooked the value and implications of individual virtue in governance practice. We explore how authenticity—a personal and morally significant virtue—affects the primary monitoring and strategy functions of the board of directors as well as core processes concerning director selection, cultivation, and enactment by the board. While the predominant focus in corporate governance research has been on structural factors that influence firm financial outcomes, this (...) paper shifts attention to the role of authenticity and its relationship to individual board member qualities and collective board activities. We explore how authenticity has the potential to influence board dynamics and decision making and to enhance transparency and accountability. (shrink)

In this conceptual article, we argue that defining corporate social responsibility and corporate social irresponsibility as opposite constructs produces a lack of clarity between responsible and irresponsible acts. Furthermore, we contend that the treatment of the CSR and CSI concepts as opposites de-emphasizes the value of CSI as a stand-alone construct. Thus, we reorient the CSI discussion to include multiple aspects that current conceptualizations have not adequately accommodated. We provide an in-depth exploration of how researchers define CSI and both identify (...) and analyze three important gray zones between CSR and CSI: the role of harm and benefit, the role of the actor and intentionality, and the role of rectification. We offer these gray zones as factors contributing to the present lack of conceptual clarity of the term CSI, as a concept in its own right, leading to difficulties that researchers and managers experience in categorizing CSI acts as distinct from CSR. (shrink)

We conduct an experiment with 459 nonprofessional investors to examine whether they evaluate companies differently based on management’s stated purpose for undertaking corporate social responsibility activities in the presence versus absence of a company-specific negative event. Specifically, we vary whether or not management intends to achieve financial returns from CSR activities in addition to promoting social good. We address investors’ decision processes by investigating whether their judgments are mediated by perceptions of future cash flows and/or the underlying ethical culture of (...) the company. Results show that absent a negative event, investment judgments are stronger when CSR activities are intended to achieve financial returns, through expectations of higher future cash flows. However, when a negative event occurs, we find a moderating effect of independent assurance of CSR disclosures. When disclosures are not assured, investors prefer CSR undertaken only for societal benefit, mediated by perceptions of a stronger ethical culture. However, when disclosures are assured, ethical culture is viewed similarly regardless of management’s intention to achieve financial returns from CSR activities. This suggests that management’s willingness to obtain independent assurance on disclosures is viewed as a positive ethical signal. Thus, assurance complements disclosure of CSR activities by contributing to protection against the impact of negative events. (shrink)

Facing an increasing number and variety of issues with social salience, firms must determine how to engage with issues that likely have a significant impact on them. Integrating issues management and salience theories, the authors find that firms engage with socially contested issues—where there is a high degree of societal disagreement—in a different manner from issues that have social consensus, or high agreement. Examining social issue resolutions filed by shareholders from 1997 to 2009, the study finds that socially contested issues, (...) as well as those issues with social consensus, are both likely to result in engagement by the firm. For social issues with consensus, a firm is more likely to opt for a low level of shareholder engagement whereas resolutions regarding contested issues lead to engaging shareholders at a higher level. These findings shed new light on the IM and issue salience literature streams that have suggested firms will react differently to these types of issues, even while they remain largely untested. Finally, firms become less engaged with perennial issues over time. rather than more, providing new guidance to researchers, shareholder activists, and firms alike. To the authors’ knowledge, such fined-grained insight into expected levels of firm engagement with social issue salience has not been put forth previously. (shrink)

Multinational corporations dominate the global business arena, but new expectations for MNC boards call to question how they might effectively manage global stakeholder relationships in this new era of accountability. Uniting political behavior theory, which describes a board’s international political orientation, and global operating governance systems outlining a set of board behaviors, we develop a typology of four types of boards. We then provide recommendations for the development of an integrative governance structure, taking into account the mechanisms, structure, endorsements, and (...) codes of conduct that MNCs can use to promote ethical behavior across MNC horizons. (shrink)

The current proxy voting system in the United States has become the subject of considerable controversy. Because institutional investment managers have the authority to vote their clients’ proxies, they have a fiduciary obligation to those clients. Frequently, in an attempt to fulfill that obligation, these institutional investors employ proxy advisory services to manage the thousands of votes they must cast. However, many proxy advisory services have conflicts of interest that inhibit their utility to those seeking to discharge their fiduciary duties. (...) In this article, we describe the current proxy advisory network as an example of how current notions of conflicts of interest fall short when explaining the behavior of an interconnected set of market players whose remit is to act in the best interests of their investors. We discuss what participants in this system should do to bring transparency and accuracy to the proxy advice industry. (shrink)

We examine the role of alignment between organizational social consciousness and the informal and formal institutions of a country in increasing female representation on boards. Using fixed-effects and Hausman Taylor regression methodology for endogenous covariate with panel data for the years 2006–2020, we find that the greater the alignment between organizational social consciousness and certain formal and informal institutions, the more progress there is toward gender representation on corporate boards in Europe. We also find that more socially conscious firms make (...) the most progress, often going beyond the minimum regulatory targets. By showing the complementarity of these factors, we address the enduring question of how the interplay of formal and informal institutions directly affects corporate behavior, thus contributing to the institutional, public policy/regulatory, and corporate governance literatures. We note the need for policymakers to go beyond mere codification of rules via quotas and simultaneously work toward raising national and organizational social consciousness levels on issues of gender equality. (shrink)

We focus on the core institution of the capital market and the institu­tional work of professional service firms that provide ratings on corporate issuers, initially in a bid to maintain this institution, which suffered when those involved relied solely on information from the issuers themselves. Through our analysis we identify a new type of decoupling—complicit decoupling. Complicit decoupling evolves over time, beginning with the creation of a new practice, here corporate ratings as a form of policing work, which emerges to (...) help to maintain a core institution. This practice is then adopted, implemented and later becomes decoupled. Exposure does not undermine the legitimacy of the practice because external actors collude in the ‘window dressing’ and, because it has become normalized, only partial repairs are enacted. It is by nature field-level institutional work, benefiting the majority of the field and inherently involves a violation of promise keeping. We conclude with implications for managers and behavioral ethics researchers. (shrink)

We focus on the core institution of the capital market and the institu­tional work of professional service firms that provide ratings on corporate issuers, initially in a bid to maintain this institution, which suffered when those involved relied solely on information from the issuers themselves. Through our analysis we identify a new type of decoupling—complicit decoupling. Complicit decoupling evolves over time, beginning with the creation of a new practice, here corporate ratings as a form of policing work, which emerges to (...) help to maintain a core institution. This practice is then adopted, implemented and later becomes decoupled. Exposure does not undermine the legitimacy of the practice because external actors collude in the ‘window dressing’ and, because it has become normalized, only partial repairs are enacted. It is by nature field-level institutional work, benefiting the majority of the field and inherently involves a violation of promise keeping. We conclude with implications for managers and behavioral ethics researchers. (shrink)

This article examines the work of professional service firms (PSFs) in their relationships with public corporations; work that is designed to ensure that investors and potential investors have information that will enable them to participate in the capital markets. Using an institutional theory lens, we view these efforts by PSFs as institutional maintenance work and specifically analyze their work related to policing (i.e., rating), enabling (i.e., tutoring), and embedding and routinizing (i.e., collaborating) that helps to support the capital market as (...) a core institution in society. We illustrate how there is a “dark” side to each of these forms of institutional work that exists because of ongoing conflicts of interest within and between their work practices. This dark side has the unintended consequence of producing often biased information or information unavailable to many. When a crisis brings this bias to light, some repair is introduced but often not enough to alleviate the distortion. Our contribution is, therefore, to shed light on the dark side of institutional maintenance work and to explore why repair is increasingly necessary, but often only partially effective. (shrink)

Stockholder and stakeholder perspectives have been positioned in the literature as being in tension, and thus a potential source of innovation and change. However, researchers have overlooked a systematic examination of this presumption in theory and in practice. This study explores the ways that stockholder and stakeholder assumptions are presented by theorists and compares these with expressions of stockholder and stakeholder perspectives used by firms in practice. We argue that theoretical entrenchment dichotomizing these perspectives has disrupted the ability of researchers (...) to leverage this tension. While scholarship remains trapped in a vicious cycle, we also argue that firms in practice express only the acceptance dimension of a virtuous cycle. Our empirical research demonstrates that firms accept and accommodate the paradoxical tension between managing for stockholders versus balancing the interests of stakeholders. This is evidenced by strategies we identify as book‐ending, cadence, continuous and simultaneous co‐mingling, and hybridization. We find that in practice these tensions are more integrated whereas in theory they are treated as more distinct and, often, in conflict. We suggest ways in which both scholarship and practice can better leverage tension as paradoxical opportunity. (shrink)

An ongoing argument often made by business ethicists is that a singular preoccupation on profitability, will lead, in the long run, to disvalue for all the stakeholders and the communities it affects, and often, economic challenges for the company. On the other hand, we argue, a preoccupation with ethics and CSR as the primary aims of a for-profit company, it is, on its own, like a preoccupation with profitability, unsustainable. Indeed, without economic viability, a company will fail. Both of these (...) contentions point to our conclusion that one must take care in changing habits and rethinking business models. We illustrate through case examples, that merely being ethical and socially responsible is insufficient for the long-term well-being of business just as a preoccupation with profits for their own sake also is insufficient. What is realistic, practical, pragmatic, sustainable and profitable for corporations, and what also serves the interests of multiple stakeholders including those in the communities they serve, is a true balance of ethics, CSR, and economic value-added. Expanding on the recent work of Husted and Allen, we call this a strategic global strategy approach. (shrink)

Reflections on incivility and why civility matters -- The costs and consequences of incivility : rationale for change -- The inextricable link between stress and incivility -- The "dance of incivility and civility" in nursing education -- Raising awareness, naming the problem, and creating a vision for civility -- Principled leadership and the power of positive role-modeling and mentoring -- Pathway for fostering organizational civility : institutionalizing change -- Fostering effective and meaningful communication -- The first day of class : (...) co-creating a positive learning environment -- Scholarly teaching, engaged learning, and finding our joy -- The healing power of stress management and self-care -- Seeking and keeping civility in nursing education. (shrink)

Material information is a core aspect of a firm's governance and reporting activities. If corporate information is material, then the firm has a responsibility to disclose it. Currently, firms must judge information as material largely based on a confusing set of standard setters’ definitions. I analyze the particular conditions laid out by each standard setter and explain the ethical implications that result from materiality judgments made by firms using these varied standards. Importantly, this analysis underscores that regulators, firms, and researchers (...) alike must consider the impact of these implications on the fiduciary duty and promise‐keeping that firms make as well as the potential for unfairness and financial harm to others’ welfare that could result. (shrink)

Issues-driven shareholder activism suggests that specific issue characteristics brought by shareholders, a group to which firms are obligated to respond, interact in a way that affects the materiality of the issue in the eyes of the modern corporation. Relevant issue characteristics include: issue type, social significance, and issue life cycle stage.