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The purpose of this study is to compare, for countries with different legal environments, the degree to which boards of directors may improve corporate ethical behaviour by designing codes of ethics. These codes address issues such as a company's responsibility regarding the quality of its products and services, compliance with laws and regulations, conflicts of interest, corruption and fraud, and protection of the natural environment. Using a sample of firms from 12 countries, we obtain evidence that a greater presence of independent directors on the board leads to the existence of more complex codes of ethics. Moreover, there are significant differences between countries with high levels and countries with low levels of investor protection as regards the effectiveness of independent directors in constraining unethical behaviour by managers.

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