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Although most corporate directors face reelection by shareholders each year, directors of companies with classified boards are elected for multiple-year terms. Classified boards may engender managerial entrenchment, which may make directors less responsive to shareholders’ interest in corporate social responsibility (CSR). Alternatively, classified boards may engender a longer-term focus, which could make the board more willing to engage in projects with longer-term benefits, such as CSR. This study aims to assess whether larger boards, with potentially more diverse voices, may be positively related to CSR, and a larger board may change the classified boards/CSR relationship.

The authors examine the relationship between board type (companies with and without classified boards), board size and CSR for 4,489 firm-years (1,540 with classified boards and 2,949 without classified boards) from 2013 through 2015.

The authors find no difference in CSR strengths between companies with and without classified boards, but the authors do find that companies with classified boards have more CSR concerns than companies without classified boards. For all types of boards, a larger board size is associated with more CSR strengths and reduces the negative impact of having a classified board on CSR concerns.

Classified boards may be less responsive to shareholders’ preference for reduced company CSR concerns, but an increase in board size can mitigate this effect.

Classified boards may weaken a company’s CSR performance.

This is the first paper to consider the relationship between classified board and CSR.

We examine the perceived influence of externally generated firm ratings of corporate social responsibility (CSR) on voting for shareholder-sponsored CSR proposals. Using stakeholder and legitimacy theories, we introduce two rationales that relate shareholder voting decisions to the firm’s CSR performance: the complementary perspective where investors rely on management’s branding or image of the firm for CSR performance, and the sufficiency perspective where shareholders consider legitimacy effects of firm CSR performance. Our examination of 473 CSR shareholder-sponsored proposals during the 2013 to 2015 proxy seasons reveals a negative relationship between support for shareholder-sponsored CSR proposals and CSR strengths, particularly for social and environmental CSR strengths. We also find a positive relationship between support for shareholder-sponsored CSR proposals and CSR concerns, particular in the area of environmental CSR concerns. These results partially support the sufficiency perspective that incorporates shareholder legitimacy concerns. When companies have poor CSR performance, shareholders may view further CSR initiatives as beneficial to the firm.

This paper examines whether shareholders consider corporate social responsibility (CSR) performance when voting on corporate governance change proposals submitted by dissident shareholders. These proposals recommend changes to the corporate governance status quo and are made by dissident shareholders who are dissatisfied with the company’s existing governance practices.

Using 195 governance change proposals voted on during 2013, the paper examines the relationship between CSR performance (obtained from the MSCI database) and the level of voting support for these proposals.

This study finds that shareholder support for corporate governance change proposals submitted by dissident shareholders is positively related to firms’ CSR concerns, especially environmental concerns.

The findings suggest that shareholders may be concerned with the potentially adverse effects of weak CSR performance, especially poor environmental performance, and may support changes to corporate governance structures when a company’s CSR and environmental performance is weaker.

As the first research to examine the relationship between CSR and proposed changes to corporate governance, this study provides unique insights into shareholder perceptions of the value of CSR based on shareholders’ support (or lack thereof) for governance changes proposed by dissident shareholders.

CEO duality occurs when the same individual holds both the CEO and board Chair positions. In some countries (such as Britain) CEO duality is considered to impair good corporate governance. In the United States, however, CEO duality is still a common practice. The Sarbanes–Oxley Act (SOX) included many corporate governance reforms, but the Act did not address the issue of CEO duality. However, we suggest that the corporate governance environment surrounding the passage of SOX may have influenced corporate board decisions regarding CEO duality when appointing new CEOs. In this study, we seek to determine whether CEO duality changed in the post-Sox environment by investigating the likelihood of CEO duality when CEO changes took place before and after SOX. Using a sample of 182 CEO succession events before and after the passage of SOX, we find that the likelihood of combining the CEO and Chair positions for newly appointed CEOs significantly decreased in the post-SOX period relative to the pre-SOX period. Our results suggest the SOX environment fostered a greater focus on governance issues even beyond the specific provisions of SOX.

This paper explores the contribution of the AAA Symposium on Ethics Research in Accounting to fostering accounting ethics research. For a 17-year period, the contributors, their schools of affiliation, and their research topics were analyzed to determine the extent of and trends in accounting ethics research. The research rankings of the contributing authors were examined in business ethics journals, top-40 accounting journals, and accounting education journals. Institutional rankings identify supportive places to do accounting ethics research. The impact of significant accounting scandals such as Enron and Madoff was examined and a financial scandal “bump” in paper presentations was found. Authors affiliated with Texas schools had papers following the state requirement of an ethics accounting course. A large amount of ethics education-related research was also presented at the Ethics Symposia. Overall the study results indicate that the Symposium with its AAA affiliation is a high-quality venue for paper presentation.