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This study examines shareholder and board motivations regarding corporate social responsibility (CSR) to understand boards' stewardship approaches to environmental issues.

Using content analysis, the authors classify CSR motivations in all environmental shareholder proposals and board responses of Fortune 250 companies from 2013 to 2017 from do little (a shareholder primacy perspective) to do much (a stakeholder pluralism perspective). The authors calculate the motivational dissonance for each proposal-response pair (the Talk Gap) and use cluster analysis to observe evidence of board stewardship and subsequent environmental disclosure and performance (ED&P) changes.

Board interpretations of stewardship are not uniform, and they regularly extend to stakeholders beyond shareholders, most frequently including profit-oriented stakeholders (e.g. employees and customers). ED&P changes are highest when shareholders narrowly lead boards in CSR motivation and either request both action and information or information only. The authors observe weaker ED&P changes when shareholders request action and the dissonance between shareholders and boards is larger. When shareholders are motivated to do little for CSR, ED&P changes are weak, even when boards express more pluralistic motivations.

The results show the important role that boards play in CSR and may aid activist shareholders in determining how best to generate change in corporate CSR actions.

This study provides the first evidence of board stewardship at the proposal-response level. It measures shareholder and board CSR motivations, introduces the Talk Gap, and examines relationships among proposal characteristics, the Talk Gap, and subsequent ED&P change to better understand board stewardship of environmental issues.

Albeit gradual and uneven, the emergence of social and environmental reporting by publicly held corporations has been a major development in the last few decades. This paper aims to explore patterns of the emergence of these disclosures. Using an institutional theory lens, this paper considers mimetic, normative and coercive possibilities.

US publicly traded company data from 2013 to 2019 is used to test the hypotheses. Mimetic forces are proxied with corporate board interlock frequency. Normative ones use the extent of gender diversity on corporate boards. Measures of business climate and industry regulatory sensitivity proxy coercive potentiality.

Studied in isolation, each of the three forces through which organizations pursue the heightened legitimacy of enhanced environmental and social disclosures has credibility. The strongest support exists for mimetic and normative mechanisms, perhaps because the US government has been reluctant to make these expanded disclosures mandatory.

In the world of voluntary action, more attention to diffusion is needed. For these purposes, better proxies will be needed to study change. Social and environmental information should be separated for individual analysis.

At least in the USA, companies are attentive to what other companies are doing. There is something to be said for the ethical dimension of corporate transparency.

Governmental action in this area has not been effective, at current levels. Corporate leadership is essential. Critical information is shared about disclosure by board members.

Although institutional theory makes several appearances in this area, to the best of the authors’ knowledge, the current study is the first empirical archival study to examine the three forces simultaneously, providing evidence as to the relative magnitude of each institutional force on environmental and social disclosures. Should these disclosures not be mandated by government, this study shows pathways for enhanced disclosures to continue to spread.