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On August Business Roundtable (2019), the Business Roundtable redefined the purpose and social responsibility of the corporation. Yet, this statement must be followed by substantial changes in the business models of corporations for it to avoid becoming empty rhetoric. We believe that the figure of the independent director may be one of the catalysts needed for this change of paradigm for corporations. In spite of the positive correlation between Corporate Social Responsibility (CSR) and board independence, the development of the independence of boards during the last decade has not lead to the expected CSR results. Academics and regulators point to a weak definition and the non-standardized measurement of both independence and board independence (BI) as one possible explanation, and agree that a broader definition is needed. This paper aims to contribute to this debate. We develop a second-generation definition of independence based on a positive approximation to the concept by integrating an Aristotelian perspective of virtue ethics with the best practices of corporate governance. Thus, we define independence as a virtue guided by practical wisdom, that implies autonomy and autarky and which enables a person to act with integrity, fairness and truthfulness. In the context of corporate governance, independence is associated with an honest disposition to serve. Our proposal has political implications for supervisors that make decisions relating to the suitability of board members.

On August Business Roundtable (2019), the Business Roundtable redefined the purpose and social responsibility of the corporation. Yet, this statement must be followed by substantial changes in the business models of corporations for it to avoid becoming empty rhetoric. We believe that the figure of the independent director may be one of the catalysts needed for this change of paradigm for corporations. In spite of the positive correlation between Corporate Social Responsibility (CSR) and board independence, the development of the independence of boards during the last decade has not lead to the expected CSR results. Academics and regulators point to a weak definition and the non-standardized measurement of both independence and board independence (BI) as one possible explanation, and agree that a broader definition is needed. This paper aims to contribute to this debate. We develop a second-generation definition of independence based on a positive approximation to the concept by integrating an Aristotelian perspective of virtue ethics with the best practices of corporate governance. Thus, we define independence as a virtue guided by practical wisdom, that implies autonomy and autarky and which enables a person to act with integrity, fairness and truthfulness. In the context of corporate governance, independence is associated with an honest disposition to serve. Our proposal has political implications for supervisors that make decisions relating to the suitability of board members. ; post-print ; 269 KB

Codes of ethics contain a set of rules of conduct and corporate principles concerning the responsibility of a company to its stakeholders and shareholders. These codes help to guide corporate and employee behavior, and constitute verifiable elements of social responsibility. This study examines the Most Admired Companies of the World, ranked by Fortune magazine in 2009 to find out, first, whether their codes of ethics exhibit greater emphasis on social responsibility and strong implementation processes, and second, whether they could be considered codes of the third generation as elaborated by Stohl et al. in their article in the Journal of Business Ethics. Our results indicate that the codes of ethics of the 2009 Most Admired Companies of the World resemble "codes of conduct" rather than strictly codes of ethics or "codes of corporate social responsibility". These codes continue to be governed by traditional norms related to immediate economic success, normative compliance, internal management and the pressing effects of their sector. This study thus provides empirical support for the idea that the philosophy of corporate social responsibility (CSR) is scarcely present in the codes of the most reputable companies.