ABSTRACT

The Cadbury Report, though primarily dealing with the governance of listed companies, raised questions which are relevant to all organisations, small or large, public, private or voluntary. The debate which the report has spawned has highlighted the importance of ethics for a clear understanding of standards of governance, but a clear framework for understanding, measuring and evaluating the values underpinning an organisation’s governance has yet to be hammered out. The present contribution to the debate is intended to provide such a framework – one based on a pluralism of values and a broad definition of stake-holding, and offering a strategy for organisations to develop a systematic approach to the ethical element in their governance and operations. The framework will be constructed out of a series of key principles which arise out of an analysis of some of the key conceptual issues involved in the ethics of corporate governance. It presents a structure within which ethical governance can take place, rather than a series of incentives or compulsions to force boards of directors to act more ethically.