文章基本信息

标题：Fiduciary Duty and Social Responsibility
本地全文：下载
作者：Ben Branch ; Jennifer Merton
期刊名称：B Quest
电子版ISSN：1084-3981
出版年度：2017
出版社：Richards College of Business, University of West Georgia
摘要：This paper focuses on the importance of the fiduciary duty that directorsand officers of corporations owe to shareholders and explores the potentialconflict between this duty and the desire of directors and officers to pursuecorporate social responsibility policies. Fiduciary duty operates as an essentialconstraint on the behavior of directors and officers of corporations, providingprotection for shareholders against decisions that are grossly incompetent or aretainted by a conflict of interest. Ethical decision-making cannot disregard thelegal and ethical fiduciary duty owed to shareholders, even to promote sociallyresponsible policies. However, this conflict can often be avoided because thereis a strong business case for ethical behavior that promotes social andenvironmental goals, particularly when those goals align with various aspects ofthe business. The authors suggest that if the business case cannot be made fora particular socially responsible action, then shareholder approval or ratificationshould be obtained in order to satisfy the fiduciary duty to shareholders in a legaland ethical manner.