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 and ethical - as well as legal and economic - dimensions of business conduct are 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. Introduction
2. Governance and ethics
Part II Responding to crisis
3. Governance in the spotlight, again
4. The expectations gap
Part III Regulatory frameworks: form and function
5. Common language, distinct paths
6. The United Kingdom approach
7. The United States approach
8. European approaches
9. Beyond the either/or paradigm
Part IV Reframing regulatory discourse
10. From debate to innovation
11. A matter of form and substance
Part V The corporate structure: challenging conventional boundaries
12. Legal limits and moral boundaries: the corporate challenge to formal and normative conventions
Part VI The changing governance landscape
13. Reframing corporate governance
14. Different voices: evolving governance discourse
15. Enabling change: building a positive communication platform
16. Governance: setting new standards
Part VII Beyond disclosure: evolution in governance discourse
17. Understanding good governance
18. Discourse and conduct: from words to substantive change
Part VIII Ethics: framing the way forward
19. Ethics as first-order regulation
20. Commitment and action
Appendix 1: List of notable scandals
Appendix 2: Codes research sample
References
Index
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