Mal violation of the tunaw ar mums editor derived an improper porsul Ethical Dilemma Does a Director Represent? What Are a Di What Are a Director's Duties? Whom Does a Director eywell-Deane that the mittee has improperly given D a n is run by an old, dicta have retired long ago. She tells Maxwell-Deane the board's compensation committee stock options to the current CEO and other inside dire hell, who has no friends on the board, appeals to Maxwell-Deane for help. Specifically, she asks him to som out other outside directors to see whether they also find ih stock option deals fishy. Finally, she tells him that she is think ing about requesting a list of shareholders from the board that she can communicate directly with other shareholders about the management of the corporation. She wonders whether, if she has any trouble obtaining the list, Maxwell- Deane will help her. food- han FACTS Mulington's, a large, publicly held dictatorial CEO, who a n of the board board packed with inside did CEOs of other businesses. Industry Campbell, wh h ard Maulington's as stodgy and unimaginative el capital. Yet its profits are dependable, it pays a dividend, and its stock is widely held by conservative restors. In the city where the company has its headquar. ters, it is regarded as a good corporate citizen. Many com- munity organizations depend on its charitable contributions. pon the unexpected death of a director, the remaining En som whether if she forty-year-old doctor and children's adrocare, Peter Maxwell-Deane, who has wide com- En b iconection but limle business experience. The direc so that the board could use some youth, at least far appearances. Dr. Maxwell Deane is duly elected to the board. He knows the visibility will help his career. He also hopes to influence the company to donate to his favorite children's health projects. After his election, Dr. Maxwell-Deane is approached by Caroa Campbell, a woman he knows from his charitable work and whom, in fact, he once dated for several months. Camphel is the granddaughter of the company's founder, owns percent of the company's shares, and is feuding with the cur CEO. She says that the CEO has held Maulington's back, deb hum share links he should Social, Policy, and Ethical Considerati 1. Does Dr. Maxwell-Deane, as a director, represent Carola Campbell? Should he quietly sound out the other direc- tors as she asks? What risks would he run by doing so? 2. Does Maxwell-Deane have a duty to disclose to the board his previous relationship with Campbell? What details, if any, of his conversation with her should be report to the board? 3. What duty does Maxwell-Deane have to follow up on Campbell's allegation that stock options were improp- erly awarded to the CEO and other inside directors? 4. What should Maxwell-Deane do
