ABSTRACT

.This chapter explores, as part of ascertaining the identity of the accountees, to whom does the board owe obligations and duties and for whose interests it acts. It examines briefly the shareholder value and stakeholder theories that reflect these two different approaches, and considers the approach taken in the UK in recent times with the introduction of what is called enlightened shareholder value (ESV) together with the approach adopted in many US states of introducing what are commonly known as constituency statutes. The chapter focuses on the position in Anglo-American companies. Most of the focus of corporate governance is on the accountability of boards to shareholders, stakeholders or the company. There are nineteenth century cases in the UK that indicated duties were owed to the shareholders. The chapter then explores the issue of to whom the board is accountable and considers from both a descriptive and normative perspective.