In this article, I explore how the ideas of French philosopher Emmanuel Levinas offer insights into a debate often held today in the field of corporate governance, concerning the relative merits of statutory and voluntary approaches to the regulation of business. The philosophical position outlined by Levinas questions whether any rule-based systematisation of ethical responsibility, either statutory or voluntary, can ever equate to a genuine responsibility for the other person. I reflect on how various authors have adapted Levinas’s (...) philosophy to form a critique of bureaucracy and rule following in business, and the lack of ethical authenticity in corporate codes. However, this article also considers the question of whether a theoretical separation can be made between an ethical responsibility based on sensibility (as is suggested by Levinas) and a rational conceptualisation of how one is required to act. Considering the difficulty of disentangling these notions of ethics, I return to the problem of corporate governance and suggest an approach to stakeholder conflict based on mediation and dialogue, which rules out neither principles of conduct nor an openness of responsibility to the Other. (shrink)

One of the fundamental principles of good corporate governance is transparency, i.e., the disclosure of private information to external stakeholders, so that they may make judgments and decisions relating to the corporation. Equally important, but less discussed, is the competing value that corporations need to protect legitimate secrets. Corporations thus need a communication strategy for dealing with external stakeholders which addresses the conflict between disclosure and secrecy. This article focuses on an important element of that communication strategy (...) in the context of financial reporting: the possibility that corporate insiders may consider it in their interest, or in the interest of specific stakeholders, to alter or manipulate the financial information that it discloses publicly. Using concepts from the corporate governance and financial reporting literatures, it addresses the ethical question of who (management or the board of directors) should be responsible for making the fundamental strategic choices whether and (if so) how the corporation alters or manipulates the financial information. This article argues that the board of directors is responsible for formulating (and monitoring) the corporation's communication strategy, and that management is responsible for carrying it out. (shrink)

The purpose of this paper is to examine the effect of corporate governance practices of small cap companies have had on their financial performances. Previous studies have mainly examined governance practices of larger corporations. This analysis focuses on the governance variables that have been highlighted by the New Zealand Securities Commission governance principles and guidelines and also on the governance variables that are supported in the literature as providing an appropriate structure for the (...) firm in the environment in which it operates. The data for 71 small cap companies listed in New Zealand over a five-year period from 2001 to 2005 was analysed. Pooled data, OLS and 2SLS regression techniques were used and Tobin's Q, ROA and OPINC were used as the dependent variables. The evidence does support the hypothesis that the existence of board independence and audit committee has enhanced firm financial performance, as measured by Tobin's Q. (shrink)

This paper explores corporate governance failure by drawing upon contemporary perspectives in the philosophy of the social sciences to identify four contending perceptions of corporate governance. Each posits a set of corporate governance ‘certainties’ that derive from incompatible contentions about what is knowable and can exist in the social world in which corporations conduct their affairs. The broad conclusion drawn is that corporate governance processes must be seen as environments where failures of (...) governance lead to one of two possible outcomes. Either trench warfare takes place between the corporate governors and those they seek to govern and with whom they disagree, resulting inevitably in victory of one over the other; or competing governance interests and desires are confronted and integrated. The latter requires tolerance on the part of both corporate governors and the governed, and a willingness to settle competing governance truth-claims with consistency and without self-deception and self-delusion. (shrink)

There are various indications that corporations and their leaders are currently not perceived as trustworthy. This decline in trust is one of the factors that has contributed to the rise of interest in corporate governance. There is an explicit expectation that an adherence to the principles and practice of good corporate governance will bolster the trust of stakeholders in business. It is exactly this expectation that provides the focus for this article. The expectation that good (...) corporate governance will result in higher levels of trust will be critically examined. This will be done by first making some crucial distinctions regarding corporate governance in order to clarify what kind of corporate governance is at stake in the examination that is to follow. Also, with regard to the concept of 'trust', a number of important distinctions will be made to clarify what is meant by trust within the context of this paper. Against the backdrop of these distinctions regarding corporate governance and trust, the question will then be refined as to whether, specifically, internal corporate governance can bolster the perceptions of trustworthiness that stakeholders have of business. Principles and practices of internal corporate governance will then be critically examined to determine their potential for enhancing stakeholders' perceptions of the trustworthiness of corporations and their leaders. (shrink)

. In this paper, we consider the nature of recent corporate abuses both in the U.S. and in Europe, and how globalization has had an impact on amplifying their consequences. We discuss the rules-based and principles-based remedies that have been proposed in each region, respectively. With a focus on the U.S. Sarbanes-Oxley Act (SOA), we examine the principles forwarded by this act, and how it addresses those principles with specific rules and governance mechanisms. Invoking Integrative (...) Social Contracts Theory (ISCT), we conclude with a reconciliation of the principles and rules-based approaches to corporate governance as suggested by theory. (shrink)

Corporate governance is often split between rule-based and principle-based approaches to regulation in different institutional contexts. This split is often informed by the types of institutional configurations, their strengths, and the complementarities within them. This approach to corporate governance regulation is mostly discussed in the context of developed economies and their regulatory demands. However, in developing and weak market economies, such as in Sub-Saharan Africa, there is no such explicit split and the debates on such contexts (...) in the comparative corporate governance literature have been meagre. Nonetheless, there are sparks of good corporate governance practices in the region. Drawing from institutional theory and a case study of a largest economy, we explore the appropriateness or suitability of corporate governance regulatory frameworks in Sub-Saharan Africa. Our findings suggest that Nigeria needs an integrated system that combines elements of both rule-based and principle-based regulation, supported by a multi-stakeholder co-regulation strategy. This paper departs from the mainstream rule-based and principle-based categorisations by forging ahead new perspectives on corporate governance regulation, especially in weak market economies. (shrink)

The recent financial crises indicated the need to reinforce corporate governance mechanisms in emerging and developing market economies. Corporate governance refers to all the factors that affect firm processes. Firms must avoid debt financing instruments and adopt financing instruments that allow for “risk-sharing” rather than “risk-shifting” because all recent financial crises were, in essence, debt crises. The primary objective of this paper is to examine the principles of risk-sharing promoted by Islamic finance and study their (...) implications for corporate governance. The secondary objective of this paper is to propose a pricing model for a new risk-sharing financial instrument that was recently discussed by Zarka and Al-Suhaibani. We study the implications of this new instrument as a powerful tool for corporate governance in the case of Islamic markets. We explain the possible contribution of IPS to agency cost reduction, Sharia screening costs and ethical corporate governance. (shrink)

The main purpose of this study is to introduce, analyze and propose the concept of Piety in Rousseau as a part of the ethical fundament of Positive Leadership Theory, also as a continuum of the original fundamental element of the Social Pact and its implication on the legitimization of organizational dynamics in the private sector (corporate ethics) and the impact on institutional efficiency. Given the theoretical nature of this research, the classic dialectic method has shown itself adequate once in (...) it there is a search for identification of an object (theory), its contradictions, and conflicts involved in the analyses of the problem. For that purpose, a vast bibliographical, documental e internet site research was conducted examining many of the main works about the themes studied. After presenting and dialectically analyzing the foundation of the Rousseaunian Social Pact, in convergence with the responsibility principle structure, this paper concludes by suggesting that these theoretical models can constitute the ethical basis of the management proposition of Positive Leadership as organization dynamics. (shrink)

Non-domestic companies are increasingly present on the London Stock Exchange. Such companies have specific governance requirements. They may seek to access capital in a more liquid market and to diversify ownership. The reputational ‘bonding’ to a prestigious exchange should be a statement to the market of a propensity to disclosure and a willingness to protect minority shareholders. Yet, many non-domestic companies retain tightly controlled shareholding structures and are based in emerging regions where national culture norms differ to the UK. (...) We hypothesise that non-domestic companies are likely to be less compliant with the principles of the UK Corporate Governance Code and suggest a correlation between lower levels of compliance and non-domestic companies from countries that demonstrate high power distance in the Hofstede cultural value framework. We find some encouraging signs of compliance with the reigning governance code principles in Board structures. However, we find only partial compliance in leadership and Board effectiveness measures in those companies from cultures high on the power-distance scale. Further, we include analysis into ownership characteristics and find companies from emerging markets are dominated by a single or controlling group of shareholders, which is likely to impact on attitudes to compliance and is particularly evidenced in terms of Board structures with no executive directors or led by an executive Chairman. Much of the prior research effort into the levels of compliance with the UK’s ‘comply-or-explain’ approach to governance has produced mixed results and focused on all companies. In our exploratory approach to analysing only the non-domestic subsample, we report some evidence linking cultural distance to lower levels of compliance with the UK standards. We develop a framework to guide future research into the context and cultural underpinnings of this sub-sample of companies, hypothesising that frequent market capitalisation-induced index changes may divert attention away from any potential compliance issues. On the one hand, our evidence is encouraging for governance regimes based on voluntary compliance disclosures such as the UK and similar European and international markets, as we report partial compliance with the principles of the current governance code. Our research may, however, be helpful in guiding future versions of the UK governance framework and other international governance regimes adopting the ‘comply-or-explain’ approach and in setting policy to improve disclosure. It contributes to the understanding of the specific context of non-domestic companies and any cultural tendencies to non-compliance. By demonstrating evidence of lower levels of compliance with key principles of the Code by non-domestic companies, we present a framework enabling lawmakers to further improve corporate governance codes. (shrink)

Proponents of the dominant contemporary model of corporate governance maintain that the shareholder is the primary constituent of the firm. The responsibility for managerial decision makers in this governance system is to maximize shareholder wealth. Neoclassical economists ethically justify this objective with their interpretation of Adam Smith's notion of the Invisible Hand. Using a famous quotation from The Wealth of Nations, they interpret the Invisible Hand as Smith's (An Inquiry into the Nature and Causes of the Wealth (...) of Nations, Methuen & Co., London) assertion that market participants, in pursuing their own self-interests without regard to the interests of others, will collectively provide the optimal economic benefit to society. We argue that the traditional interpretation of Smith is too narrow and potentially harmful to society. In order to fully understand Smith's notion of the influence of the Invisible Hand on human behavior, one must also consider The Theory of Moral Sentiments. In that work, Smith (The Theory of Moral Sentiments, A. Millar, London) portrays the pursuit of self-interest as only one of several potential motivations for human action. He also acknowledged the existence of a “sympathy principle,” which refers to the ability and propensity of human beings to consider the interests of others. Heilbroner (The Essential Adam Smith, W.W. Norton, New York, p. 59) suggests that Smith's sympathy principle allows one to “determine the appropriate degree of self-interest, the proper display of benevolence, the desirable strictness of justice.” In fact, Smith indicates that (1) a society whose members pursue self-interest without a sense of justice will eventually collapse; (2) a society whose members pursue self-interest checked by their sense of justice alone will survive; (3) a society whose members pursue self-interest, justice, and the interests of others will flourish. Since a more complete reading of Smith indicates that human beings, in considering their own interests, also reflexively consider the interests of others when making decisions, then the traditional corporate governance model appears to be lacking. A broader, multiple stakeholder approach to corporate governance that considers the interests of other constituencies may be more consistent with Smith's views. In particular, Smith's sympathy principle provides a theoretical foundation for a shift away from the narrow, yet dominant, shareholder-based corporate governance model and toward multiple stakeholder models of corporate governance [e.g., Business and Society: A Strategic Approach to Corporate Citizenship, Houghton Mifflin, Boston, MA] and internal decision-making [e.g., Sloan Management Review 38, (1997) 25–37]. (shrink)

By considering what we identify as a problem inherent in the ‘nature of the firm’—the risk of abuse of authority—we propound the conception of a social contract theory of the firm which is truly Rawlsian in its inspiration. Hence, we link the social contract theory of the firm with the general theory of justice. Through this path, we enter the debate about whether firms can be part of Rawlsian theory of justice showing that corporate governance principles enter (...) the “basic structure.” Finally, we concur with Sen’s aim to broaden the realm of social justice beyond what he calls the ‘transcendental institutional perfectionism’ of Rawls’ theory. We maintain the contractarian approach to justice but introduce Sen’s capability concept as an element of the constitutional and post-constitutional contract model of institutions with special reference to corporate governance. Accordingly, rights over primary goods and capabilities are granted by the basic institutions of society, but many capabilities have to be turned into the functionings of many stakeholders through the operation of firms understood as post-constitutional institutional domains. The constitutional contract on the distribution of primary goods and capabilities should then shape the principles of corporate governance so that at post-constitutional level anyone may achieve her/his functionings in the corporate domain by exercising such capabilities. In the absence of such a condition, post-constitutional contracts would distort the process that descends from constitutional rights and capabilities toward social outcomes. (shrink)

This study evaluates corporate governance issues in publicly quoted companies in Nigeria, which border on board characteristics, composition and roles in strategy development processes, appraisal of directors, as well as relationships between boards and CEO, top management and other stakeholders. The empirical findings of the study reveal useful insights with respect to corporate governance practices in Nigeria. The results show that Nigerian public companies have embraced the principles of good corporate governance, although they (...) are at different levels of adoption of the various corporate governance issues. These companies have medium-sized boards, with majority of them having leadership structures that are characterised by separation of the positions of chairman and CEO. This paper draws a number of conclusions and recommendations and also highlights some limitations that can be improved upon in future studies. (shrink)

Distils the principles of ethics for busy people and students, and shows how they can be applied without oversimplifying nor becoming overly theoretical. The book focuses on the need for a strong adherence to codes of corporate governance in a rapidly deregulating and globalizing world.

Business ethics can be regarded as a field dealing with corporate _self-regulation_ as it relates to the treatment of stakeholders. However, a concern for corporate stakeholders need not take a corporate-centric perspective, as shown by recent efforts (especially Singer in Bus Ethics Q 25(1):65–92, 2015) to situate corporate conduct within Rawls’ political theory. Although Rawls was largely mute on the subject himself, his theory has implications for business ethics and corporate governance more specifically. Given (...) an understanding of a “Rawlsian society” as a whole—where corporations as associations are a part—this paper addresses how a Rawlsian perspective would safeguard against corporate harms in society. We argue that a Rawlsian society would primarily regulate corporate conduct through exogenous constraints in the form of legislation. To the extent that business ethics is concerned with endogenous constraints in the form of corporate-centric self-regulation regarding _stakeholders_, to adopt a Rawlsian perspective is to assume instead a society-centric perspective and to impose exogenous constraints on corporate conduct in the form of legislation for the benefit of _citizens_. In the context of Rawls’ political liberalism, normative concerns in business are accounted for through legislation and the system of background justice. In a clear departure from Singer (Bus Ethics Q 25(1):65–92, 2015, Bus Ethics J Rev 6(3):11–17, 2018a), we further develop our argument to propose that Rawls' theory can be interpreted as providing a rule for corporate governance. The rule—which is imposed exogenously for the good of society—states: After choosing the corporate constraint mechanism (exogenous vs. endogenous) that best promotes the Liberty Principle, choose the corporate control regime (shareholder vs. stakeholder) that maximizes economic efficiency. (shrink)

In response to the growing criticisms to shareholder primacy, Oliver Hart, a Nobel Economics Prize recipient, and Luigi Zingales, a very well-known finance professor, have offered a revision to Milton Friedman’s dominant account. Seeking to incorporate social and moral concerns into the objective function of the firm, they have proposed that managers should maximize shareholder welfare instead of shareholder value. Their account has been highly influential and reflects many of the substantive and methodological assumptions of corporate governance scholars (...) within the law and economics literature. In this paper, we engage closely with their account from a normative perspective, unearthing and criticizing the implications of many of these assumptions. In doing so, we also formulate a set of principles necessary to ensure the ethical legitimacy of any proposal that puts shareholders at the center of the firm’s objective function. (shrink)

Good corporate governance requires that managers promote shareholder interests but it cannot be assumed they will act in this manner. Though this is an observation most managers would acknowledge, many argue they should be free of external regulatory intervention because regulations designed to protect shareholders are necessarily a form of paternalism that take from shareholders decisions that are rightly theirs to make. We question this perspective by showing that regulations founded on paternalist principles are compatible with a (...) liberal economy and social relations. We identify when a paternal approach to decision making is justified and add substance to our argument by responding to claims that the Principles of Good Governance1 promulgated by the Australian Stock Exchange (ASX) are an unacceptable infringement on managers’ right to govern their enterprises because they are supposedly paternalist. We reject this argument and suggest that while the current ASX principles are not paternalistic there is a case for ensuring shareholder protection is informed by paternalist principles. (shrink)

In this paper, I defend what may seem a surprising view: that John Stuart Mill’s famous harm principle would, if taken to be what justifies government action, disallow the existence of corporations. My claim is not that harmful activities of currently existing corporations warrants their losing corporate status according to the harm principle. The claim, rather, is that taken strictly, the harm principle and the legal possibility of incorporation are mutually exclusive. This view may be surprising—and I do not (...) at all mean to attribute it to Mill—but if I am right, it should be obvious. It should also encourage us to think more about the nature of the markets within which business occurs. (shrink)

I aim in this paper to provide defense of one way to look at what should be regulated in the market place. In particular, I discuss what should be tolerated and argue against corporate welfare. I begin by endorsing John Stuart Mill’s harm principle as a normative principle of toleration. I call strict commitment to the harm principle when considering the regulatory structure of markets market libertarianism and oppose that to promotionism, the view that endorses government interference to promote (...) business interests. I next discuss the widespread use of promotionist policies, arguing against them and for market libertarianism. I also consider problems for my view, recognizing that one of my responses may leave some thinking the paper is a reductio of the market libertarian view because of the sort of slow-growth state it endorses. Others will recognize it as a view promoted by some of the U.S. founding fathers and find it attractive in its own right. (shrink)

Should we conceive of corporations as entities to which moral responsibility can be attributed? This contribution presents what we will call a political account of corporate moral responsibility. We argue that in modern, liberal democratic societies, there is an underlying political need to attribute greater levels of moral responsibility to corporations. Corporate moral responsibility is essential to the maintenance of social coordination that both advances social welfare and protects citizens' moral entitlements. This political account posits a special capacity (...) of self-governance that corporations can intelligibly be said to possess. Corporations can be said to be "administrators of duty" in that they can voluntarily incorporate moral principles into their decision-making processes about how to conduct business. This account supplements and partly transforms earlier pragmatic accounts of corporate moral responsibility by disentangling responsibility from its conventional linkages with accountability, blame and punishment. It thereby represents a distinctive way to defend corporate moral responsibility and shows how Kantian thinking can be helpful in disentangling the problems surrounding the concept. (shrink)

This study examines the degrees of corporate disclosure and transparency of publicly listed companies in two emerging markets and analyzes corporatedisclosure practices as a function of specific firm characteristics. The analysis uses the disclosure and transparency scores extracted from a survey instrument designed to rate disclosure practices of publicly listed companies by using the OECD Corporate Governance Principles as an implicit benchmark. Empirical results show that financial characteristics explain some of the variation in the degrees of (...) corporate disclosure for firms in Hong Kong but not for firms in Thailand. Further, corporate governance characteristics, such as board size and board composition, show more significant associations with the degrees of corporate disclosure inThailand than in Hong Kong. The results are broadly consistent with the notion that good corporate governance leads to better corporate disclosure and transparency in less developed markets. (shrink)

This study examines the degrees of corporate disclosure and transparency of publicly listed companies in two emerging markets and analyzes corporatedisclosure practices as a function of specific firm characteristics. The analysis uses the disclosure and transparency scores extracted from a survey instrument designed to rate disclosure practices of publicly listed companies by using the OECD Corporate Governance Principles as an implicit benchmark. Empirical results show that financial characteristics explain some of the variation in the degrees of (...) corporate disclosure for firms in Hong Kong but not for firms in Thailand. Further, corporate governance characteristics, such as board size and board composition, show more significant associations with the degrees of corporate disclosure inThailand than in Hong Kong. The results are broadly consistent with the notion that good corporate governance leads to better corporate disclosure and transparency in less developed markets. (shrink)

This article examines whether the degree of religiosity in an institutional environment can stimulate the emergence of a robust corporate governance system. This study utilizes the Nigerian business environment as its context and embraces a qualitative interpretivist research approach. This approach permitted the engagement of a qualitative content analysis (QCA) methodology to generate insights from interviewees. Findings from the study indicate that despite the high religiosity among Nigerians, religion has not stimulated the desired corporate governance system (...) in Nigeria. The primary explanation for this outcome is the presence of rational ordering over religious preferences thus highlighting the fact that religion, as presently understood and practiced by stakeholders, is inconsistent with the principles underpinning good corporate governance. (shrink)

Corporate disclosure and reporting of information has become synonymous with transparency which in discourses idealising its value is part of the rhetoric of good governance. This notion is overtly conveyed in principles and codes of corporate governance practice which have proliferated globally over the last three decades. The possibility for transparency to conceal more than is revealed is considered with regard to corporate communication of information, with the consequence that power and real knowledge of (...) the corporate behavioural agenda remains in corporate hands. Philosophically, the paradoxical and unintended outcome is that corporations are constrained by the norm of transparency in developing authentic moral behaviour, while also exercising power and control since in the information society transparency does not, and indeed cannot, lead to revealing all. Transparency places greater emphasis on judging, or evaluating existing organisational processes than on assessment of (self-)learning processes based on what actually takes place when corporations make decisions. (shrink)

ABSTRACT:The extension of human rights obligations to corporations raises questions about whose rights and which rights corporations are responsible for. This paper gives a partial answer by asking what legal rights corporations would need to have to fulfil various sorts of human rights obligations. We should compare the chances of human rights fulfilment (and violations) that are likely to result from assigning human rights obligations to corporations with the chances of human rights fulfilment (and violations) that are likely to result (...) from giving corporations the legal rights needed to undertake those human rights obligations. Corporations should respect basic human rights of all people. Non-complicity in human rights violations requires that corporations have the right to political freedom of speech. To actively protect people from human rights violations, corporations need the right to hire armed security personnel; such obligations should be limited to protecting corporate property and narrowly defined stakeholders. Obligations to spend corporate resources on human rights fulfilment are confined to contributing to specific projects. Corporations have no obligation to ensure a society in which human rights are fulfilled. This principle helps us understand why corporate obligations are substantially different from those of governments. (shrink)

The article examines four models of data governance emerging in the current platform society. While major attention is currently given to the dominant model of corporate platforms collecting and economically exploiting massive amounts of personal data, other actors, such as small businesses, public bodies and civic society, take also part in data governance. The article sheds light on four models emerging from the practices of these actors: data sharing pools, data cooperatives, public data trusts and personal data (...) sovereignty. We propose a social science-informed conceptualisation of data governance. Drawing from the notion of data infrastructure we identify the models as a function of the stakeholders’ roles, their interrelationships, articulations of value, and governance principles. Addressing the politics of data, we considered the actors’ competitive struggles for governing data. This conceptualisation brings to the forefront the power relations and multifaceted economic and social interactions within data governance models emerging in an environment mainly dominated by corporate actors. These models highlight that civic society and public bodies are key actors for democratising data governance and redistributing value produced through data. Through the discussion of the models, their underpinning principles and limitations, the article wishes to inform future investigations of socio-technical imaginaries for the governance of data, particularly now that the policy debate around data governance is very active in Europe. (shrink)

CSR has become an important element in the business strategy of a growing number of companies worldwide. A large number of initiatives have been developed that aim to support companies in developing, implementing, and communicating about CSR. The Global Compact (GC), initiated by the United Nations, stands out. Since its launch in 2000, it has grown to about 2900 companies and 3800 members in total. The GC combines several mechanisms to support CSR strategies: normative principles, networks for learning and (...) co-operation, and communication and transparency about CSR activities. However, up to now only a few empirical evaluations of the contribution of the GC to CSR strategies have been conducted that however have not differentiated between different types of companies (regarding type of industry or regarding the maturity of CSR). This paper aims to partly fill this knowledge gap by a case study examination of three frontrunner companies in the telecommunications industry. The results show that the GC is only one of the many initiatives that these companies employ in shaping, implementing, and reporting about their CSR strategies, and that its role is at most modest. There are two important reasons. One is that many of the CSR issues that these companies deal with are industry specific and are hence addressed in specific networks. The second reason is that the GC principles are perceived as minimum requirements that do not provide many incentives to the three case study companies to perform better. A differentiation of norms for GC members is expected to enhance the contribution of the GC to CSR strategy employment, not only for frontrunner companies but as well for other categories of companies. (shrink)

ABSTRACT:The UN Framework on Human Rights and Business comprises the State’s duty to protect human rights, the corporate responsibility to respect human rights, and the duty to remedy abuses. This paper focuses on the corporate responsibility to respect. It considers how to overcome obstacles, arising out of national and international law, to the development of a legally binding corporate duty to respect human rights. It is argued that the notion of human rights due diligence will lead to (...) the creation of binding legal duties and that principles of corporate and tort law can be adapted to this end. Furthermore, recent legal developments accept an “enlightened shareholder value” approach allowing corporate managers to consider human rights issues when making decisions. The responsibility to respect involves adaptation of shareholder based corporate governance towards a more stakeholder oriented approach and could lead to the development of a new, stakeholder based, corporate model. (shrink)

_The purpose_ of the article is to clarify the philosophical principle of the local in the context of modern political governance. _The theoretical basis_ of the research embraces scenario analysis, dialectical and existential approaches, as well as philosophical anthropology and philosophy of communication. Local communities are a specific reflection of the connection between a person and a place. The specifics of the formation of a special mode of being, which forms and reproduces relations of loyalty, mutual understanding, and a (...) common feeling in the locus, are established. _Originality._ The article for the first time focuses on the anthropological content of local existence, which is the matrix of civil culture and the prospects of its integration into the global cultural space. _Conclusions._ Local identity as an object of purposeful formation in the conditions of nation-building requires considering the philosophical provisions that were introduced in the anthropological discourse. At the current stage, Ukrainian civil culture strives to invent specific local meanings of political identity in the conditions of external aggression. Its main components will be consensus, mutual respect, integrity, and the will to unite in order to protect statehood. Interdisciplinary meanings of locality form subject-object relations within which modern political management should be carried out. Taking into account the ethnic, cultural, and socio-functional, and role aspects of locality promises to ensure effective decision-making and increase the well-being of modern local communities. The political context of locality is formed based on the interaction of local political actors and institutions. Their examination within the framework of the case studies approach allows for empirically substantiating the local priorities of political actions. It also indicates the specific functionality of local political and administrative structures. at the local level, the discussed source of locality is the question of the origin or authenticity of the local population. For political governance, this is one of the meaningful contexts for justifying local autonomy or even sovereignty. (shrink)

In this article I provide a critical perspective on governing the global corporation. While the papers in the 2009 special issue of Business Ethics Quarterly explore the political role of corporations I argue that they lack a sophisticated analysis of power acrossinstitutional and actor networks. The argument that corporate engagement with deliberative democracy can enhance the legitimacy of corporations does not take into account the effects of institutional, material and discursive forms of power that determine legitimacycriteria. As a result (...) corporate versions of citizenship mediate versions of social responsibility and morality, which are reflected in the institutional and political economic norms that are produced by this power/knowledge. In order to overcome the limits of corporate social responsibility there is a need to develop more democratic forms of global governance of corporations. A radical revisioning of democratic governance would also need to overcome the limits posed by sovereignty and would require new forms of multi-actor and multi-level translocal governance arrangements in an attempt to create forms of power that are more compatible with the principles of economic democracy. (shrink)

B. Readings (University in Ruins. Cambridge: Harvard University Press, 1996) argued that universities have abandoned their original project of promoting a national culture and have tried to substitute by embracing globalization, but the vagueness and incoherence of the concept has failed to return purpose to the University. The academic treatment of corporate social responsibility illustrates this dilemma. For a generation after H.R. Bowen (Social Responsibilities of the Businessman. New York: Harper & Row, 1953) founded the field, scholars struggled to (...) fit the concept within a national system of pluralistic power-sharing among a variety of institutions that would define and enforce standards of responsibility necessary for the general good of American society. That understanding changed in the nineteen eighties, shortly after corporate executives had united to an unprecedented degree to direct the power of government in their interests, influence the public agenda, and roll back the power of unions. In response, business ethicists began to reformulate corporate social responsibility as a voluntary practice on the part of these same executives. Since the Kantian and Lockean principles upon which this approach was based were themselves problematic, it is not surprising that the experience gained over the last generation casts doubt on the efficacy of this reliance on voluntary restraint and personal initiative. However, circumstances that include the failure of globalization to deliver on its promises may have changed sufficiently in recent years to revive interest in approaches that acknowledge the importance of countervailing power for encouraging greater corporate social responsibility. (shrink)

This paper investigates the development of corporate governance regulations in emerging economies, using the case of Bangladesh. In particular, the paper considers three issues: What type of corporate governance model may be suitable for an emerging economy such as Bangladesh? What type of model has Bangladesh adopted in reality? and What has prompted such adoption? By analysing the corporate environment and corporate governance regulations, the paper finds that, like many other developing nations, Bangladesh (...) has also adopted the Anglo-American shareholder model of corporate governance. Analysis of behaviours of principal actors in the Bangladeshi corporate governance scenario, using new institutionalism as a theoretical foundation, then reveals that such adoption may be prompted by exposure to legitimacy threats rather than efficiency reasons. (shrink)

This article develops contractarian business ethics by applying social contract arguments to a specific question: What are the pre-legal (or moral) rights and responsibilities of corporations? The argument uses a hypothetical social contract to show the existence of for-profit corporations in democratic capitalist societies is consistent with Rawls’s fundamental principles of justice. Corporations ought to have recognised their rights to be autonomous, to pursue private purposes, and to engage in economic activities. Corporations have a responsibility to respect the freedom (...) and human rights of all people, and not to interfere with government programs that ensure people have the education and training they need to find and keep corporate employment and that provide a safety-net that prevents destitution. If corporations have any other rights and responsibilities, those rights and responsibilities need to be established by actual social contracts, probably in the form of legitimate democratic processes. (shrink)

For the past several decades, jurists have invested significant efforts in developing the law in general—and private law in particular—in terms of pluralism. However, the conceptualization of corporate law and governance according to pluralist principles rarely exists. This Essay is the first in the legal literature to address this deficiency by providing a unique pluralist theory of corporate governance regimes. It distinguishes between the plurality of corporate law’s sources, values, and principles, and discusses (...) the implications for governance. Moreover, based on the social systems’ thinking and the framework of complexity, this Essay provides theoretical grounds for skepticism about any policies or structures applicable to all times and contexts. Therefore, rather than perceiving corporate governance as being identically applicable to all corporations, the law must meet the challenge of complexity by designing governance arrangements following a firm-specific perspective. Furthermore, I argue that in conditions of complexity, corporate governance eco-systems should be designed with a firm-specific view that incorporates the effect of the corporation participants’ heterogeneity, the heterogeneity of its internal power relations, and the heterogeneity of industries and markets. These novel arguments have profound implications for redesigning fundamental legal doctrines—such as fiduciary duties of controlling shareholders, regulation of related party transactions, the officers’ duty of care, and the company purpose. (shrink)

It is imperative for the business community to act now to create global, industry-wide standards of conduct. Corporate strategy expert S. Prakash Sethi along with notable experts on issues of global codes of conduct take an in-depth look at global structures and how regulation works from a corporate perspective, providing case studies of several industries and governments who have begun implementing voluntary codes of conducts, including Equator Principles, ICMM, and The Kimberly Process._ He assesses the many types (...) of self-regulations that are currently underway and provides critical analysis for making these more effective, making this a must-read for academics, policy-makers, and corporate leaders. (shrink)

In an open, unregulated and globalised economy, it is logical that the problem of corporate government not only occupy the time of academics, but also preoccupy both companies and the public administration. Corporate governance varies depending on several factors, such as the culture of a particular country, the economic situation and the organisational structures. Thus, there is no single recipe which can be applied automatically and is universally valid in all contexts. However, it is possible to propose (...) some general principles which have duly stood the test of experience and are recognised as providing valuable guidance for efficient corporate governance.The aim of this article is to present the Spanish "Olivencia Report", which is an attempt to draft an "ethical code" containing a number of practices and principles, which, if they were to be applied, could improve the governance of the larger Spanish companies listed on the Stock Market. (shrink)

Corporate governance involves balancing the interests of the many stakeholders in a corporation—from shareholders and management to customers and the larger society. Corporate governance also offers the framework for attaining a company’s vision and mission, providing guidance and oversight on a broad spectrum—action plans and internal controls to performance measurement and corporate disclosure. Companies’ Act 2013 has been introduced in India with the primary objective of improving corporate governance practices in Indian corporations. In (...) this paper, we investigate the moderating role of corporate governance practices in large Indian corporations on firm performance, post introduction of Companies’ Act 2013. Specifically, we study the influence of board’s involvement in company’s affairs, board’s diversity, CEO duality, board compensation, and promoters’ involvement in the board. We find sufficient evidence that board involvement and board diversity positively influence firm performance, while CEO duality, board compensation, and promoters’ presence do not have an influence on firm performance. (shrink)

While support for corporate political activity (CPA) is well echoed in the literature, little has been done to empirically examine its ethicality. Moreover, existing ethical CPA frameworks assume normative and rational leanings that are insufficient to provide a comprehensive account of CPA ethicality. Utilizing the Ghanaian context, adopting a multiple case study design involving 28 Directors from 22 firms, and employing a grounded theory approach, I explore how the ethicality of CPA is determined in weak institutional environments. The findings (...) reveal that business executives evaluate ethics at three levels (i.e. context, organizational and strategy) using three principles (i.e. utilitarianism, justice and institutions). Leveraging this knowledge, I present an eclectic framework that bridges the long-standing gap between normative ethical prescriptions and lived ethical realities. In doing so, I move away from abstraction to give “voice” to the actors involved in CPA. I also present a model that shows how the ethical judgement process is influenced by managerial intuition and interactive personal and organizational experiences. This article has important theoretical and practical implications for ethical business-government relations in developing countries. (shrink)

This collection of case studies in public management bridges the gap between mainstream CSR - confined to the for-profit corporations - and the vast bodies of workers and organizations that make up government and its public administration. The variety and discretion of managerial endeavours in public management calls for accountability and responsibility of government beyond current legal instruments: The book argues that CSR must be brought to bear with government. In government in fact, knowledge management is not a linear process, (...) but the result of working with passion of the parts, implying discretionary behaviour and creativity which in turn imply choice and responsibility. Cases ranging from the USA to Central America, New Zealand and Europe all confirm the complex nature of public management, entailing partnership synergy for disaster recovery, the intertwined link between management and new technology and mindfulness at individual level. The cases are set in a framework by theoretical essays on bureaucratic behaviour and unknown stakeholders. Public-sector management has long drawn upon principles, tools, and techniques developed in the private sector, aiming to infuse bureaucracies with touches of efficiency and productivity. But good governance is also central to good management. This fascinating, wide-ranging volume shows how ideas from the Corporate Social Responsibility movement apply to the governance and administration of public agencies. A series of detailed and informative case studies, written by researchers and practitioners with deep knowledge of their industries and agencies, explores the challenges of managing public and government agencies in a socially responsible manner. The book offers a nuanced and balanced portrait that calls for greater public involvement and oversight in keeping public organizations on track. Highly recommended! Peter G. Klein University of Missouri Norwegian School of Economics and Mises Institute Here are six compelling case studies that reveal the relevance, even the imperative, of Corporate Social Responsibility (CSR) in the public sector. In doing so, the authors simultaneously expand the role of CSR and provide us with a refreshed concept of government and public management. The authors then lay the theoretical groundwork for their observations in ways that enrich our understanding of both CSR and the evolving roles of government in our lives. This is "must reading" for corporate officers and for public managers. Thomas R. Sexton Stony Brook University, NY College of Business and School of Professional Development. (shrink)

In this article, we examine the empirical association between corporate governance (CG) and corporate social responsibility (CSR) engagement by investigating their causal effects. Employing a large and extensive US sample, we first find that while the lag of CSR does not affect CG variables, the lag of CG variables positively affects firms’ CSR engagement, after controlling for various firm characteristics. In addition, to examine the relative importance of stakeholder theory and agency theory regarding the associations among CSR, (...) CG, and corporate financial performance (CFP), we also examine the relation between CSR and CFP. After correcting for endogeneity bias, our results show that CSR engagement positively influences CFP, supporting the conflict-resolution hypothesis based on stakeholder theory, but not the CSR overinvestment argument based on agency theory. Furthermore, firms’ CSR engagement with the community, environment, diversity, and employees plays a significantly positive role in enhancing CFP. (shrink)

Prior research suggests that voluntary environmental governance mechanisms operate to enhance a firm’s environmental legitimacy as opposed to being a driver of proactive environmental performance activities. To understand how these mechanisms contribute to the firm’s environmental legitimacy, we investigate whether environmental corporate governance characteristics are associated with voluntary environmental disclosure. We examine an increasingly important attribute of a firm’s disclosure setting, namely the disclosure of greenhouse gas (GHG) information. GHG information represents proprietary non-financial information about the firm’s (...) exposure to environmental concerns and is related to the firm’s operations and future profitability. Thus, we expect governance participants would view such information as a potentially important strategic device for managing stakeholders’ demands for information concerning environmental risks. We find that the presence of an environmental committee and a Chief Sustainability Officer (CSO) is positively associated with the likelihood of GHG disclosure and that CSOs are associated with disclosure transparency. Further analysis reveals that the likelihood of disclosure is associated with committee size, number of committee meetings, expertise of committee members and CSO, and overlap between the environmental committee and audit committee. Only expertise of the environmental committee members and the CSO are associated with GHG disclosure transparency, while larger committees tend to be associated with lower transparency. Our results are particularly important to those with interests in evaluating the potential role that corporate governance mechanisms play in responding to stakeholder concerns about environmental risks. Directors and officers who are considering appointment to similar governance positions, may wish to consider what attributes would make such governance positions more influential. (shrink)

ABSTRACT:Singer has recently argued that questions related to corporate governance are beyond the reach of Rawls’s political conception of justice. This is because justice applies to the basic structure of society, understood as society’s legally coercive structures, and because corporate governance cannot be considered part of this structure in political liberalism. This commentary challenges the second part of the argument. First, it suggests that the criterion used to exclude corporate governance from the basic structure—whether (...) employees can exit economic organizations—is not conclusive for corporate governance, notably as institutionalized in corporate law. Second, even if the focus were on corporate governance, it would still be possible to argue that it legally coerces citizens, if not employees, in a relevant way. Thus, the argument is not successful in demonstrating that political liberalism goes beyond its legitimate boundaries when considering that aspects of corporate governance may be matters of justice. (shrink)

The purpose of this research is to explore corporate governance and CEO remuneration with banks capitalization strategies and payout policy within the Pakistani banking context. Data were obtained from the financial statements of scheduled banks listed on the Pakistan stock exchange from 2005 to 2020. The findings of the research study revealed that corporate governance mechanisms that promote the bank's shareholders' interests are linked to low capitalization strategies. The size of the board of directors has a (...) significant impact on the capitalization of banks. Banks' capitalization techniques are also adversely correlated with effective board size. The shareholder benefits from low capitalization. Corporate governance is positively related with banking sector instability, as seen by this negative correlation. Bank capitalization strategies have a significant impact on CEO remuneration. In the event of an income shock, dividend payout is essential. Banking sector payout policies are negatively related with corporate governance. In the event of a negative income shock, financial institutions reduce dividends. As a result, it has been argued that effective corporate governance benefits shareholders by reducing capitalization tactics and limiting financial institutions' aggressive payouts.JEL classificationG21, G30, G32, G35. (shrink)

This book deals with the role of international standards for corporate governance in the context of corporate social responsibility. Based on the fundamentals of moral theory, the book examines governance and CSR in general, addressing questions such as: Is "good governance" not affected by moral concerns? How do the principles and practices of CSR standards adhere to or conflict with insights from business ethics and moral theory? To what extent do the standards and (...) class='Hi'>governance models provide normative guidance? Do the standards and governance guidelines provide an adequate means of benchmarking and auditing? Are these standards a help or a hindrance to stakeholder engagement and transparency? The book provides insightful and thought-provoking answers to these and many other important questions concerning CSR standards, and offers a valuable resource for practitioners, academics and students at business schools and other institutions. (shrink)

The Global Reporting Initiative (GRI) has successfully become institutionalized as the preeminent global framework for voluntary corporate environmental and social reporting. Its success can be attributed to the “institutional entrepreneurs” who analyzed the reporting field and deployed discursive, material, and organizational strategies to change it. GRI has, however, fallen short of the aspirations of its founders to use disclosure to empower nongovernmental organizations (NGOs). The authors argue that its trajectory reflects the power relations between members of the field, their (...) strategic choices and compromises, their ability to mobilize alliances and resources, and constraints imposed by the broader institutions of financial and capital markets. The authors draw three notable implications from this study. First, institutional theory needs to pay more attention to economic structures, strategies, and resources. Second, institutional entrepreneurship by relatively weak societal groups such as NGOs is inherently constrained by the structural power of wider institutions and by the compromises required to initiate change. Third, the strategies of NGOs represent a form of power capable of shifting, if not transforming, the field of corporate governance. (shrink)

Worsening energy crises and the growing effects of climate change have spurred, among other things, concerted efforts to tackle global problems through what the United Nations calls Sustainable Development Goals (SDGs). These are in turn argued to be best achieved via the adoption of environmental, social, and corporate governance (ESG) as the vehicle for guiding our efforts. However, though these things are often presented as the solution to global issues, they are increasingly being used as a means to (...) centralize power and exacerbate growing authoritarian trends. This article aims to demonstrate how the narratives surrounding ESG mask this reality, taking as a solution one of the foundational causes of global wealth and power disparity. (shrink)

Several recent studies and initiatives have emphasized the importance of a strong ethical organizational DNA (ODNA) to create and promote an effective corporate governance culture of trust, integrity and intellectual honesty. This paper highlights the drawbacks of an excessively heavy reliance on rules-based approaches that increase the cost of doing business, overshadow essential elements of good corporate governance, create a culture of dependency, and can result in legal absolutism. The paper makes the case that the way (...) forward for effective corporate governance is to strike an optimal balance between rules-based and principles-based approaches. The recent corporate scandals have demonstrated that the ethical ODNA is critical to the driving force and basis of legal and regulatory requirements. Effective governance means adhering to ethical principles, not merely complying with rules, and is a crucial guardian of a firm’s reputation and integrity. It is through an effective corporate governance program (that is, one that optimally captures and integrates the appropriate aspects of rules-based and principles-based approaches, and identifies and assesses the related risks) that an organization can reconfigure its ODNA for improved performance. Focusing on the ethical ODNA as the basis of new governance measures provides an opportunity to develop a competitive advantage as it represents a potential source of differentiation, strengthens the relationship with all stakeholders of the organization by building a culture of trust and integrity, and re-instills investor confidence. This paper employs dialectical reasoning that links the ODNA through principles-driven rules in developing a risks-based approach. A comparison from a risk assessment perspective between rules-based and principles-based approaches is presented. Although there have been few applications employing dialectical reasoning in business research, this methodology can be extremely useful in isolating ethical issues and integrating them into the business process. The risks-based approach captures the benefits of both rules-based and principles-based approaches, and incorporates trust-based principles such␣as solidarity, subsidiarity and covenantal relationships. (shrink)

I argue that a governance perspective on corporate social responsibility (CSR) makes it possible to explain why the concept will always be under‐defined, is normative and thus political by nature, and is and should be difficult to measure. The perspective also makes it possible to understand the interaction between corporate values and stakeholders values.In processes of dialogue within governance systems and governance structures, changing insights into the principles of CSR can lead to regulation or (...) its adjustment. Power is important in these dialogues. Principles are at least partly shaped within governance systems and governance structures, and they influence the outcomes of corporate policies. Changes within the regulatory framework could also lead to changes in the principles of CSR.Value attunement processes could lead to regulation, which again influences the governance structures and thus the power of stakeholders within the dialogue. The theoretical model provided helps to analyze why CSR is different in companies, cultures and academic traditions. (shrink)