ABSTRACT

This chapter brings forward the argument that the practical implementation of a corporate governance code cannot be realized by a compliance program alone. Its relevance in everyday business is determined by the moral values of the company culture. In this context, governance is defi ned as a company’s resources and capa bilities, including the moral resources, to take on responsibility for all its stakeholders. A critical discussion of the agency theory, transaction cost theory, and or ganization theory shows that such an approach is possible only when a company is not perceived as a maximizing machine for shareholders’ interests but as an eco nomic form of cooperation of internal and external resources and stakeholders. An empiric study on 22 European corporate governance codes shows that the predominant majority of European codes orientate themselves to stakeholders and the company. The discussion of the empirical data reveals six basic principles that de termine all European corporate governance codes: shareholder rights, transpar ency, voting rights, regulation of remuneration, design of organizational structures, and corporate social responsibility.