ABSTRACT
The chapter provides a critical assessment of the efficacy of codes of ethics and codes of conduct for boards. It does this using the work of Fuller (1964) and our own work on the conditions of regulation and firm differences, to argue that additional mandatory measures are likely to be needed. The same is held to be true in developing and emerging economies, with the important caveat that in the absence of an institutional environment to protect contractual exchange, and when a code is seen to be bona fide and taken to reflect good practice, that it then provides that contractual protection.
