In this paper, I specifically consider the issue of corporate governance and normative stakeholder theory. In doing so, I arguethat stakeholder theory and responsibilities to non-shareholder constituencies can be made more intelligible by reference to Kant’sconception of perfect and imperfect duties. I draw upon Onora O’Neill’s (1996) work, Towards Justice and Virtue: A Constructivist Account of Practical Reasoning. In her text O’Neill underlines a number of relevant issues including: the integration of particularist and universalist accounts of morality; the priority of (...) obligations over rights; the importance of the distinction between imperfect and perfect duties; and the relation between the virtues and imperfect duties. On the basis of the foregoing analysis, the paper argues that business ethicists should avoid recommending the institutionalising of stakeholder responsibilities in terms of legally defined sets of stakeholder rights. Instead, we should regard stakeholder responsibilities as uniformalised imperfect duties. Conceiving responsibilities to all stakeholder groups in this manner, allows the firm the freedom to perfect these duties in ways appropriate to cultural and societal setting, and in accordance with the capacity to do so. (shrink)