Boards and CSR : exploring the individual perceptions of non-executive directors

This study explores how non-executive directors (NEDs) perceive board debates around corporate social responsibility (CSR) and how they make sense of these perceptions. It also investigates how individual NEDs view their role and the role of the board in governing CSR. To these ends, we conducted in-depth interviews with NEDs serving on the boards of French listed companies. The interviewees indicated that CSR was seldom discussed substantively at the board level during the interview period and that NEDs had different levels of comfort with this, depending on their personal views on CSR. To explain our findings, we draw on institutional logics, particularly the agentic approach to logics. More specifically, we detail how NEDs' diverging views on CSR and on the roles of NEDs and boards in governing CSR reflected their different framings of the relationship between the profit-maximising and sustainability logics and distinguish three such framings: competitive, competing-yet-facilitative and additive. Moreover, we demonstrate that the interplay between board members' framings shaped CSR board debates and, therefore, the extent to which the sustainability logic was accommodated at the board level. The NEDs' narratives point to two other factors driving the extent of CSR board debates: external pressures from the business environment to act in line with the sustainability logic and the presence/absence of a CSR-board committee.