ABSTRACT
Corporate governance scholarship has tended to concentrate on the concrete and more static components of formal governance practice—the terms of formal agreements, rules, policies and procedures that seek to define, recommend or prescribe specific governance related activities and functions. Fundamental norms of ethical conduct generally include fairness and honesty, inclusiveness, integrity, justice and transparency. The expression of overarching statements of ethical principles and the underlying norms, or values, associated with ethical conduct creates an explicit, shared frame of reference. In practice, an entity’s governance is both constitutive and dynamic, or, in other words, in the constant state of its being and the changing state of its doing. Instead, effective governance depends on a set of elemental and irreducible principles that establish a strong foundation, provide a clear sense of purpose, and create a framework that enables rather than constrains decision-makers.
