Shareholders and directors are familiar with the idea of accountability. A large part of our system of corporate law rules and doctrines is concerned with mechanisms for achieving financial and fiduciary accountability. When those rules fail, each new wave of corporate collapses seems to herald a re-examination of these corporate accountability systems. Of course, the corporate world does not have a monopoly on the concept of accountability. Accountability seems to be regarded as an unqualified good by anyone who has an interest in processes of governance, whether private or public. But the ubiquity of the concept, and the often casual way in which it is invoked, suggests that it might also be problematical, too vague to be useful in assessing or controlling corporate behaviour. As one commentator has warned:
Certainly there is a risk that because it is used in so many different contexts, proponents of accountability will talk past each other, relying on different assumptions about what the concept means and what structures and processes are to be counted as delivering accountable behaviour. As a result, the idea of accountability may be devalued. This Chapter begins, therefore, with a brief description of the dimensions of accountability that are relevant to the corporate context. The purpose of this discussion is to set the parameters for the remainder of the Chapter, which is concerned with examining the structures that are necessary to achieve accountability in a corporate constitutional framework.