Beyond compliance: Promoting ethical conduct by directors and corporations

Abstract

This article examines the relationship between legal and moral perspectives of directors behaviour and corporate governance and explores how these different perspectives might infirm the debate for the reform of these matters. There are three key issues that we focus upon: (1) an analysis of the present law concerning directors duties to determine factors contributing to present unethical conduct. It is argued that narrow parameters are given for directors duties and we discuss their broadening in order to meet community expectations and to incorporate ethics; (2) an examination of measures to create directors who are reflective, with ethical values, and who engage in a process that gives any significant board decision an ethical perspective; and (3) a discussion of methods to assist directors to make ethical decisions. One way is to create the profession of company director with its own skills and education to cover skills such as ethics and leadership.