1st Edition

Evolutions in Corporate Governance Towards an Ethical Framework for Business Conduct

By Alison L. Dempsey Copyright 2013

    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: Introduction 1. Introduction2. Governance and ethicsPart II: Responding to crisis3. Governance in the spotlight, again4. The expectations gapPart III: Regulatory frameworks: form and function 5. Common language, distinct paths6. The ‘United Kingdom approach’7. The ‘United States approach’8. European approaches9. Beyond the ‘either/or’ paradigmPart IV: Reframing regulatory discourse 10. From debate to innovation11. A matter of form and substancePart V: The corporate structure: challenging conventional boundaries 12. Legal limits and moral boundaries: the corporate challenge to formal and normative conventionsPart VI: The changing governance landscape 13. Reframing corporate governance14. Different voices: evolving governance discourse15. Enabling change: building a positive communication platform16. Governance: setting new standardsPart VII: Beyond disclosure: evolution in governance discourse 17. Understanding ‘good’ governance18. Discourse and conduct: from words to substantive changePart VIII: Ethics: framing the way forward 19. Ethics as first-order regulation20. Commitment and actionAppendix 1: List of notable scandalsAppendix 2: Codes research sampleReferencesIndex


    Dempsey, Alison L.