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In their presentations to the Fifth Annual Conference on Business Ethics, Ralph Nader and Kenneth R. Andrews address the issue of the ethical responsibility of the corporate board. Nader insists that the boards of American corporations must become more open and responsive to their shareholders, employees, industries, and society as a whole in order to regain public confidence in management status and actions. Andrews, however, points out the difficulty in ascribing the board's ethical responsibility to particular constituents in view of constant changes in the makeup of shareholders, employee needs, and societal preferences. Andrews claims the ultimate responsibility for the ethical conduct of a company rests with its chief executive officer and not its board.
Ralph Nader (Sun,) studied this question.