Shades of grey: Directors' Dilemmas

Company directing is an art not a science.

ICAS recognises the power of every individual CA – ‘the Power of One’ – to influence those around them.

Ethics and integrity are at the heart of the professional responsibilities of ICAS members. Through their ethical behaviour, CAs are a force for good in the organisations in which they work. They can also influence those around them, and thereby help shape the culture and values of their organisation. The cumulative effect of their influence can help reinforce the importance of ethics at the core of business practices and of a more responsible and holistic approach to business. In this way, CAs are a key component of building public trust in business to the benefit of our broader society. The call of ICAS is for every CA to place ethical leadership at the heart of their professional responsibilities, so as to shape the culture and values of their organisations, to help re-establish ethics at the core of business practices and to rebuild public trust in business.

This report by Professor Niamh Brennan links closely with that theme through analysing 34 ethical dilemmas covering six areas commonly experienced by company directors. The dilemmas cover areas of particular challenge in boardrooms, including directors’ fiduciary duties/conflict of interest, the exercise of due care and skill, decision making, behavioural issues, information asymmetry and the conduct of board business. The primary aim of the report is for the dilemmas to be used for discussion and debate, led by an expert on the workings of boards of directors, either in a classroom/training setting or in a business setting.

The ethical dilemmas encountered in business are often complex and stressful, and the dilemmas analysed in this report raise issues common to boards across the globe. Although reference is made to a UK regulatory context, including the UK Corporate Governance Code, many of the regulatory principles are applicable in other jurisdictions. The dilemmas could therefore easily be used outside the UK by tailoring the context and discussion accordingly, thus helping to embed ethical values and thinking into the day-to-day work of company directors wherever they may be based.

The Research Committee of ICAS has been pleased to support this publication. The Committee recognises that the views expressed do not necessarily represent those of ICAS itself, but hopes that the dilemmas will be a useful training tool and a topic for debate and discussion.

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