The role of the board of directors in the adoption of GRI guidelines for the disclosure of CSR information

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The disclosure of information on the exercise of corporate social responsibility (CSR) is the mean most frequently used by companies to facilitate understanding of the social and environmental performance of an organisation and to improve relationships with stakeholders. The purpose of this paper is to analyse the role that the board of directors plays in relation to the disclosure of socially responsible information, with a focus on the application of the Global Reporting Initiative guidelines related to CSR. The composition and characteristics of the board of directors is crucial to corporate transparency, especially in an institutional environment where other corporate control mechanisms that guarantee rights for different participants are less developed. We analyse a sample of 98 non-financial Spanish companies quoted on the Madrid Stock Exchange for the period 2004–2010, which provide a data panel with 686 observations. In contrast to previous evidence for other institutional settings, our results show that corporate transparency regarding sustainability is directly linked to the independence and diversity of the directors and to the specialisation of functions through the creation of a specific CSR committee.