Osvaldo Jorge Castillo

MORPHOGENESIS OF THE BOARD OF DIRECTORS The independent director as a moral discourse in times of crisis, Cases Osvaldo Jorge Castillo

Adaptive movements in the microstructure of the board of directors are the center of morphogenesis - a strategy that implements every living organism to stay alive in the future -. In the company, morphogenesis responds to complex systems of interest with privileged information, routed to the implementation strategies that will have probable future consequences. In recent years we have seen deep crises preceded exits of the IBEX-35. Among the most sadly famous we can remember Bankia (2012), Abengoa (2015), Popular (2017) and more recently DIA (2018). The interesting thing is that exits of the IBEX-35 they had something in common: they were preceded by exaggerated variations in the percentages of independent representation concerning floating capital. This curious phenomenon, which we call "morphological abnormality" can be interpreted in different ways: one speech tacit, intended for shareholders and stakeholders, charged with strong moral expectations to transmit confidence; find presumed scapegoats to whom it is to attribute failure; a board of directors acting as a notary or also called a " signature "; a strategy to solve the crisis with highly qualified professionals; or a combination of all of it. Therefore, the study of adaptations of the microstructure of the board of administration turns out to be an innovative approach that can contribute to the development of ethics in the board.