steve letza

Corporate governance is concerned with the regulation, supervision or performance and conduct oversight of an organisation. The orthodox view is that corporate governors' primary aim is to ensure that suppliers of capital get a return on their investment and that, in increasing its profits, business meets its social responsibilities. The focus here is on stockholders (literally the owners of stocks or shares - some financial interest - in a firm). The corporate governance dialectic generally offers the alternative view that 'the central concern of governance is to add ...

Purpose – This paper seeks to examine the mainstream theories of corporate governance in an attempt to suggest that their underlying assumptions and ideologies are misplaced and ought to give way to an emerging pluralistic view of the governing process in order to ...

We discuss the challenge of corporate governance and its regulation in the post-modern world In so doing we explore the complex web of recent regulation that has developed out of a mix of political ideologies and business scandals. We highlight a series of identifiable issues at the inteface between the regulation of corporations, its practice and its theory, and conclude with a discussion of future directions for governance research, as well as methodological issues implidt in process studies of governance.

(1) Under the requirements of the Local Government Act 1900, a system of promoting and regulating good governance in public authorities was introduced. The system involved the establishment of a Standards Board with agreed codes of conduct and enforcement mechanism through monitoring officers. All authority codes of conduct had to be approved by May 1902. The system was introduced under the headline of: “Reconnecting with the people – promoting good governance and ethical behaviour”. (2) In the mid-1980s, the concept of “gatekeeper liability” was beginning to be promoted as a method of enhancing the regulation of boards of directors. The most influential work was that of Kraakman. Kraakman was concerned that a system of regulation was brought forward to respond to enforcement insufficiency in the area of corporate control. A notion of “gatekeeper” liability is one response.This paper explores the system of controlling governance in public authorities (1 above) and its relationship to the gatekeeper response advocated for private corporations (in 2 above). Through this analysis, a series of reflections and signposts are presented as lessons for the private sector and for the enhancement of good governance in that sector.

In the UK there has been a recent debate over the role of the independent non-executive director, with that debate resulting in changes to a revised Code applicable to companies reporting after 1 November, 2003. This article reflects on an aspect of the proposed changes that was ignored, namely changes to the legal duties and liabilities of non-executive directors. This appears to have been a missed opportunity in seeking to enhance the effectiveness of independent non-executives and their contributions to enhancing corporate governance. This paper considers enhancing the governance role of non-executive directors by introducing “gatekeeper liability”.

Over the past 30 years the developed part of the world has witnessed a shift away from government regulation and control towards a laissez-faire or free-market economy. Evidence of this shift is provided by the numerous privatisation programmes of government control industries ...

This paper examines the development of the regulation of corporate governance in the UK. It seeks to identify why the boundaries of law and self-regulation exist and whether the regulation of corporate governance should now be viewed as a process of collibration rather than a “homeostatic” process of setting unattainable standards. This paper suggests that regulatory developments in the area of corporate governance have taken a substantial new direction; that the boundaries of regulation are no longer determined by the choice between market-based or state-based regulation, but determined by a process of collibration.

The current debate and theorising on corporate governance has been polarised between a shareholder perspective and a stakeholder perspective. While advocates and supporters of each camp attempt to justify the superiority, rationality and universality of each model in theory, they rarely pay attention to the age-old conceptions, assumptions and presuppositions underpinning their perspectives which are less credible and valid in matching the continually changing practice of corporate governance. This paper serves as a survey and critical review of major current theories on corporate governance. In so doing, it reveals the inadequacy of conventional approaches employed in corporate governance theorising. It calls for a new mode of thinking in analysing corporate governance and concludes by outlining a new direction of research in this field.

Providing effective corporate governance regulation and controls is a contemporary challenge to all law makers. There exists a need to restore investor confidence while seeking to facilitate and encourage enterprise. This paper reflects on the traditional choice between shareholder versus stakeholder models of corporate governance and suggests that these are inappropriate in the light of emerging news theories of the firm. Instead this paper suggests that law makers should accommodate a shift away from the traditional paradigms of these models in favour of a processual approach of governance. This would require a recognition of the tensions that exist in the regulation of corporate governance and invite the application of a collibratory process to the control of governance. The development and reform of directors’ duties and liabilities, in the UK, is provided as an illustration of the need for the recognised application of a collibratory process. Within that we also consider the application of the economists concept of ‘rent-seeking’ and the conflict between private property rights and public interference.

Abstract The current debate on corporate governance can be characterised as a search for the perfect model. The academic discourse is polarised either on the shareholder paradigm, where the primary focus is on maximisation of shareholder wealth, or on the stakeholder paradigm, where a broader set of issues are presented as pertinent to best practice corporate governance. In the practitioner discourse, the debate is fundamentally focused on practical mechanisms to discipline directors and other actors where the emphasis is on ...