Board of directors and code of business ethics of Brazilian companies
Keywords:CEO, Corporate governance, Board of directors, Business conduct, Code of business ethics
Purpose – The purpose of this paper is to verify the relations of the board of directors with the code of business ethics (CBE) of Brazilian publicly traded companies.
Design/methodology/approach – As for the methodology, data were collected from companies that traded shares in Brasil, Bolsa e Balcão (B3) through the Comdinheiro database and codes of ethics or business
conduct. For this, in relation to the dependent variable, indexes were elaborated to represent the CBE (CBEI). To represent the independent variables of the board of directors, the following variables were selected: size of
board, gender of the president, independence, chairman/CEO, age and number of meetings.
Findings – With that said, the results show that the size of the board, the independence and the number of meetings explain the informative content of the CBE. Also, the accumulation of positions of president and
CEO negatively inﬂuences CBEI, so the research suggests that non-accumulation of positions reduces agency conﬂicts, generating transparency of CBEI, according to Agency Theory.
Research limitations/implications – Considering the analysis of this research, it is important to highlight that the results should not be generalized because of the limitation of the sample period and because
it was only for the Brazilian companies. However, they cannot be invalidated, given that, because of the robustness of the econometric models, it was possible to make inferences about the relations of the board of
directors and the CBE of companies that trade in Brasil, Bolsa e Balcão (B3).
Practical implications – The relations identiﬁed in this study between the board of directors and the CBE imply the involvement of top executives, so that the CBE be closer to the characteristics of the business,
while the values must be transmitted with clear language, avoiding misunderstandings and conﬂicts that may be used by individuals in bad faith, with the purpose of apologizing for illegal acts of company.
Social implications – The board’s characteristics seek to support corporate responsibilities, fulﬁlling a diversity of issues in the operational scenario, including inﬂuencing the information content of the CBE.
Besides being an expression of the organizational culture, because it evidences the rules of behavior and values of the company.
Originality/value – The business ethics, which in this research is represented by the CBE, is a factor in which there is evidence in international studies that there are relations with the board of directors. In this
context, the present study seeks to verify the relationship between the board of directors and the CBE of Brazilian publicly traded companies.
Management Department of the School of Economics, Management and Accounting of the University of São Paulo.
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