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The IUP Journal of Corporate Governance :
Directors' Dilemma: Social Responsibility or Shareholder Value?
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While several researchers have suggested ethics training as a key to improving corporate ethics and social responsibility, the study presents arguments to the contrary. Based on an experimental research on corporate directors, the study finds that though directors recognize the ethical and social implications of their decisions, they choose to ignore them and focus on maximizing shareholder value. The directors' decision is based on the perception that current corporate law favors shareholders over other stakeholders. Thus, the author suggests that changes in corporate law rather than ethics training might be the answer to improved standards in corporate ethics and social responsibility.

Providing an overview of the discussion on ethics at the top level, the author summarizes that much of the existing research limits its discussion of business ethics to personal integrity and education. Researchers have suggested that ethical problems have arisen in the present day corporate world due to the fact that `leaders are hollow and lack appropriate moral and ethical standards', and the failure of business education to emphasize social good along with profit maximization. However, the author feels that these discussions do not look at the nature of the current corporate business environment wherein, corporate charters, stock exchange listing requirements (SEC, 2003) and federal regulation (Sarbanes Oxley Act, 2002) require that directors work towards maximizing shareholders' wealth often at the expense of the other stakeholders. Based on these assertions, the study questions the role of ethics training in managerial decision-making and suggests that the underlying problem may be to do with corporate legal structure than with personal integrity.

The author explains that the regulatory frameworks (Sarbanes Oxley, stock exchange listing regulations) defined ethics as compliance with applicable law and regulations, and there is no legal duty for directors to seek social good or make ethical choices beyond legal compliance. However, for the study, the author takes a wider definition of corporate ethics which requires ethical decisions to not only comply with the `letter' of the law but also to fulfill the underlying spirit of the law.

 
 
 

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