The Spanish Code for Good Corporate Governance (Olivencia Report): An Ethical Analysis

The aim of this article is to analyse the Report on good corporate governance (Olivencia Report) from an ethical point of view. This report was drawn up by a group of experts at the request of the National Commission of the Spanish Stock Exchange Commission (Comisión Nacional del Mercado de Valores), in winter 1998, and began to be implemented over late 1998.This paper is the result of several sessions of discussions with businessmen and managers about the role that can be played by the Olivencia Report, its virtues and weaknesses.Our general criticism is that this Report sets out from a concept of the company as Shareholder and not as Stakeholder. This approach affects three concrete aspects of the report that we analyse in greater detail:– The affirmation as to the company's ultimate objective.– The role of the independent non-executive consultant.– The role of the vice president.We believe that this code could be very important and useful for guiding future trends in companies governing bodies, but we think that these weaknesses in its approach represent a lack of ethical sensibility and that it does not match the moral level of a modern society.