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Fiduciary obligations : the moral responsibilities of boards of trustees and directors

Click to access the dissertation via ProQuest dissertations and theses
Author Flynn, Patricia Clare.
Broad Subject Management
Philosophy
Summary Institutional fiduciary relationships represent a significant but often unexamined arena of institutional ethics. The purpose of this dissertation is to examine two questions regarding the fiduciary relationships between institutional boards and their constituencies: (1) to whom do boards of trustees and directors have moral responsibilities and in what do these responsibilities consist? and (2) what does a proper understanding of the fiduciary relationship reveal about the source of moral obligation and the nature of moral agency?

Rejecting appeals to contractual or beneficence based accounts of these relationships and responsibilities, I argue that the answers to these questions depend on an appreciation of the values and behaviors that characterize our experience of trusting and being entrusted. Building on Annette Baier's account of trust, I delineate three normative features of trust relations: a shared identity between entrustor and trustee, a concern for substantive goods, and the exercise of forward looking responsibility by the trustee regarding the goods entrusted, and by extension, the well being of theentrustor. I then apply these features to contemporary problems that face both for-profit and not-for-profit boards in their exercise of the fiduciary duties of loyalty and care: conflicts of interest, appeals to procedures, and the scope of board deliberation.

I conclude that, on the level of practical ethics, attention to the values and behaviors demanded by trust relations can appropriately structure and focus board response to multiple constituencies and provide boards with the resources to arrive at the compromises that will be necessary as they respond to those constituencies who have entrusted institutional boards with the care of significant goods. On the more theoretical level of moral theory, I argue that attention to the dynamics of trust provides an alternative account of the origin of at least some moral obligations, one that takes the dependency of the entrustor on the trustee as the normative feature of the relationship.Such an account also provides a more complex account of moral agency, one that presupposes our ability to act out of other-concern, and to engage in practical reasoning regarding the good of another.

Language English
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