ABSTRACT

In a world where the implications and consequences of corporate actions and decisions are potentially far-reaching and lasting, ethical standards − their observance and their breach − must be part of the language of business conduct, whether in the context of corporate transgressions, regulatory effectiveness, terms of engagement between business and their stakeholders, or the metrics used by investors in assessing performance and risk and understanding long-term value.

This critically important book proposes a new paradigm for understanding, developing and maintaining standards of corporate governance. Its point of departure is not a position along the diverse paths of traditional corporate governance and regulatory theory, law and practice, nor specific questions of how to institute, implement and observe policies and practices that function as proxies for good governance. Instead, it starts with the idea of framing governance generally, and corporate governance specifically, as a matter of conduct that is guided by a set of fundamental ideals and principles.

Evolutions in Corporate Governance attempts to answer the wider question of how to re-imagine a framework within which ‘good’ corporate governance − that takes account of and is responsible for the social, environmental, ethical as well as legal and economic dimensions of business conduct − is addressed alongside issues of profitability and competition, in the face of forces of globalization and business influence that are testing the limits of what can be accomplished by traditional law and regulation. Dempsey contends that meaningful change in behaviour will only come when there is a corporate governance framework that explicitly encompasses both law and ethics.

part I|12 pages

Introduction

chapter 1|8 pages

Introduction

chapter 2|3 pages

Governance and ethics

part II|21 pages

Responding to crisis

chapter 3|11 pages

Governance in the spotlight, again

chapter 4|9 pages

The expectations gap

part III|43 pages

Regulatory frameworks

chapter 5|2 pages

Common language, distinct paths

chapter 6|15 pages

The 'United Kingdom approach'

chapter 7|11 pages

The 'United States approach'

chapter 8|12 pages

European approaches

chapter 9|2 pages

Beyond the 'either/or' paradigm

part IV|24 pages

Reframing regulatory discourse

chapter 10|10 pages

From debate to innovation

chapter 11|13 pages

A matter of form and substance

part V|27 pages

The corporate structure

chapter 12|26 pages

Legal limits and moral boundaries

The corporate challenge to formal and normative conventions

part VI|57 pages

The changing governance landscape

chapter 13|12 pages

Reframing corporate governance

chapter 14|19 pages

Different voices

Evolving governance discourse

chapter 15|10 pages

Enabling change

Building a positive communication platform

chapter 16|15 pages

Governance

Setting new standards

part VII|31 pages

Beyond disclosure

chapter 17|13 pages

Understanding 'good' governance

chapter 18|17 pages

Discourse and conduct

From words to substantive change

part VIII|13 pages

Ethics

chapter 19|7 pages

Ethics as first-order regulation

chapter 20|5 pages

Commitment and action