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We propose a definition of directors’ conflict of interests (CoI) by critically reviewing the academic literature. Then, we present an exploratory study, based on a content analysis of the leading Italian listed companies that sought to empirically assess the directors’ CoI definitions provided by corporate codes of ethics. We found that despite the presence of CoI statement within corporate codes of ethics, CoI definition is often absent, when present it is not always clear, and differs widely among firms. The consequence is that CoI recognition could be not easy and remedies to prevent and resolve directors’ CoI lose their practical utility.

Defining directors’ conflict of interests in code of ethics