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Responsible corporate governance: Towards a stakeholder board of directors?


  • Ayuso, Silvia

    (IESE Business School)

  • Argandoña, Antonio

    () (IESE Business School)


The central question posed in this paper will be how to organize board composition in order to ensure responsible corporate governance both from a CSR and a good governance perspective. Adopting a stakeholder approach to corporate governance, we analyze the arguments given by different theoretical approaches for linking specific board composition with financial performance and CSR, and discuss the empirical research conducted. Despite the inconclusive findings of empirical research, it can be argued that diverse stakeholders on the board will promote CSR activities of the firm, but at the same time will increase board capital (which ultimately may lead to a better financial performance). Finally, we propose a model for selecting board members based both on ethical and pragmatic arguments.

Suggested Citation

  • Ayuso, Silvia & Argandoña, Antonio, 2007. "Responsible corporate governance: Towards a stakeholder board of directors?," IESE Research Papers D/701, IESE Business School.
  • Handle: RePEc:ebg:iesewp:d-0701

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    References listed on IDEAS

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    Cited by:

    1. Jason Zhang & Hong Zhu & Hung-bin Ding, 2013. "Board Composition and Corporate Social Responsibility: An Empirical Investigation in the Post Sarbanes-Oxley Era," Journal of Business Ethics, Springer, vol. 114(3), pages 381-392, May.
    2. Chung, Huimin & Lin, Jane Raung & Yang, Ying Sui, 2012. "How do entrenched managers handle stakeholders interests?," Journal of Multinational Financial Management, Elsevier, vol. 22(5), pages 263-277.
    3. repec:eee:spacre:v:18:y:2015:i:1:p:20-31 is not listed on IDEAS
    4. Heather R. Dixon-Fowler & Alan E. Ellstrand & Jonathan L. Johnson, 2017. "The Role of Board Environmental Committees in Corporate Environmental Performance," Journal of Business Ethics, Springer, vol. 140(3), pages 423-438, February.
    5. Hazar Ben Barka & Sarah Mokaddem, 2012. "Nature of the Director's profile and Knowledge Transfer in Corporate Social Responsibility: A Literature-based Approach," Post-Print hal-00692350, HAL.
    6. Pankaj Kumar Gupta & Singh Shallu, 2014. "Evolving legal framework of corporate governance in India – issues and challenges," Juridical Tribune (Tribuna Juridica), Bucharest Academy of Economic Studies, Law Department, vol. 4(2), pages 240-253, December.
    7. Mehmoona Sharif & Kashif Rashid, 2014. "Corporate governance and corporate social responsibility (CSR) reporting: an empirical evidence from commercial banks (CB) of Pakistan," Quality & Quantity: International Journal of Methodology, Springer, vol. 48(5), pages 2501-2521, September.
    8. Dulacha Barako & Alistair Brown, 2008. "Corporate social reporting and board representation: evidence from the Kenyan banking sector," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(4), pages 309-324, November.
    9. Kathyayini Rao & Carol Tilt, 2016. "Board Composition and Corporate Social Responsibility: The Role of Diversity, Gender, Strategy and Decision Making," Journal of Business Ethics, Springer, vol. 138(2), pages 327-347, October.
    10. Cuadrado-Ballesteros, Beatriz & Rodríguez-Ariza, Lázaro & García-Sánchez, Isabel-María, 2015. "The role of independent directors at family firms in relation to corporate social responsibility disclosures," International Business Review, Elsevier, vol. 24(5), pages 890-901.
    11. Dalilawati Zainal & Norhayah Zulkifli & Zakiah Saleh, 2013. "Corporate Board Diversity in Malaysia: A Longitudinal Analysis of Gender and Nationality Diversity," International Journal of Academic Research in Accounting, Finance and Management Sciences, Human Resource Management Academic Research Society, International Journal of Academic Research in Accounting, Finance and Management Sciences, vol. 3(1), pages 136-148, January.
    12. Marie Pavlakova Docekalova & Alena Kocmanova & Jiri Kolenak, 2015. "Development of Corporate Governance Performance Indicators for Czech Manufacturing Companies," DANUBE: Law and Economics Review, European Association Comenius - EACO, issue 1, pages 57-72, March.

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    Board composition; corporate governance; corporate social responsibility; financial performance; stakeholders;

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