Board of directors and code of business ethics of Brazilian companies

Abstract

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 Balcao (B3) through the Comdinheiro database and codes of ethics or businessconduct. 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 andCEO 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 becauseit 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 ofdirectors and the CBE of companies that trade in Brasil, Bolsa e Balcao (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 thiscontext, the present study seeks to verify the relationship between the board of directors and the CBE of Brazilian publicly traded companies.