Revisión crítica de la dimensión "Gobierno corporativo" en los índices de sostenibilidadanálisis del ejercicio de la responsabilidad del consejo de administración en materia de RSC en las compañías del Ibex 35 español

Abstract

The fields of corporate governance (CG) and corporate social responsibility (CSR) have historically been studied separately. However, they have been coming closer together in recent years from many different perspectives. From an academic perspective, literature can now be found on this connection and it has even been said that CSR is the lost link between CG and business performance meaning that if there are no conflicts of interest between stakeholders and shareholders, CG must directly influence business performance; and, if there are, CSR is a means for conflict resolution between stakeholders and shareholders. The literature has also demonstrated a positive correlation between CG, CSR and economic performance. In addition to the academic perspective, there is another perspective that clearly shows a connection between CSR and CG: sustainability indices. In fact, the most important indices approach the issue of CG along with other environmental and social criteria to give rise to the expression ESG (Environment, Social, Governance). Specifically, the Dow Jones Sustainability Index (DJSI) has gone so far as establishing the relative weight of the corporate governance dimension at 5.4% of the total index, which could reach 12% if items such as risk management (3.6%) and Codes of Conduct / Compliance / Corruption & Bribery (3%) are included. Even in a hypothetical synthetic sustainability index, the weight of governance practices could be as much as 18.53%. This is where the opportunity lies for this doctoral thesis: the possibility of studying the intersection between the fields of CG, CSR and Sustainability Indices following a detailed study of the CG dimension in these types of indices. This arises as a result of: (1) the evidence that Sustainability Indices not only have general limitations but also and, above all, specific ones for CG; (2) the belief, just like Cadbury, that a fully integrated system coherent with Governance is possible as least as concerns the CG dimension on the main Sustainability Index surveys; and (3) the ascertainment that leadership from a Board of Directors -along with that of any independent advisors, institutional investors and industry analysts- is key to fostering the factors and that this body is the most appropriate one for designing policies that enable management bodies (corporate directors) to fully comply with their societal responsibilities. Aims of the Doctoral Thesis. In general, and given that the Sustainability Indices most commonly used by companies -FTSE4Good/ EIRIS, CDP, MSCI, Goldman Sachs, SUSTAINALYTICS, DJSI / ROBECOSAM- dedicate a part of their analyses to governance aspects, the primary aims of this research are as follows: • Aim 1. To establish whether the surveys for these Sustainability Indices, as concerns the CG dimension, are leaving out some items or variables that would be relevant or material for CSR and CG. • Aim 2. To establish whether, despite the causal correlation between CG and CSR, all of the variables included in the CG dimension of the indices mentioned in aim one -both those already being asked about as well as any new ones that may be discovered through this research- are also relevant or material for CSR and CG; in other words, whether they have more or less evidence of interest and impact on both dimensions. Furthermore, there is the possibility with the Spanish case of studying how IBEX 35 Boards of Directors were exercising their CSR oversight responsibilities following the entry into force of the Spanish Corporate Enterprises Act (Law 31/2014, of 3 December) which establishes CSR as an non-delegable duty of the Board pursuant to Article 529 ter. 1, a) and the Code of Good Corporate Governance for Listed Companies (Spanish National Securities Market Commission, 2015), which sets forth recommendations for defining a CSR policy and supervisory systems for Boards (Recommendations 53 and 54, respectively). Therefore and also given that the “Board of Directors responsible for the Company’s CSR policy and strategy” variable is one that is asked about by four of the main Sustainability Indices ((FTSE4Good/ Eiris, Goldman Sachs, SUSTAINALYTICS, DJSI / ROBECOSAM), the secondary aims for companies included on the Spanish IBEX 35 ranking are as follows: • Aim 3: To establish which instruments are available to Boards of Directors -especially those of the Spanish IBEX 35 companies, which is the focus of this research- in order to exercise their CSR responsibilities in virtue of article 529 ter a) of the Spanish Corporate Enterprises Act. This aim is an attempt to delve deeper into the “Board of Directors responsible for the Company’s CSR policy and strategy” variable referred to by these indices as none of them explain how and with which tools Boards exercise the responsibilities they are asked about for the indices. • Aim 4. To identify from among all of the tools listed in aim 3, which are the most relevant for Spanish IBEX 35 companies and where the main areas of improvement are so that Boards of Directors of these companies may exercise their CSR / Sustainability responsibilities, especially as related to oversight of the policy and strategy the indices ask about. The thesis provides answers to these aims all while making progress on future lines of research in order to deepen the knowledge of CSR accountability so as to clarify the distribution of roles, powers and responsibilities through RACI matrices of all stakeholders involved (Board of Directors, Delegate Coordination Commission and Senior Management). Method Following Jensen’s schema (2015), the research method has identified: (1) the “what”; in this case, the Spanish IBEX 35 companies; (2) the “why”; in this case, both the overall evidence that the Sustainability Indices have specific limitations with regard to corporate governance as well as the new regulatory situation of Spanish companies as a result of the Spanish Corporate Enterprises Act; and (3) the “how”; or the systematic procedure for collecting and analysing data which, in this case, has involved qualitative techniques (discussion groups and individual interviews) and quantitative techniques (a standardised survey with questions and closed answers). URI