Worsening energy crises and the growing effects of climate change have spurred, among other things, concerted efforts to tackle global problems through what the United Nations calls Sustainable Development Goals (SDGs). These are in turn argued to be best achieved via the adoption of environmental, social, and corporate governance (ESG) as the vehicle for guiding our efforts. However, though these things are often presented as the solution to global issues, they are increasingly being used as a means to (...) centralize power and exacerbate growing authoritarian trends. This article aims to demonstrate how the narratives surrounding ESG mask this reality, taking as a solution one of the foundational causes of global wealth and power disparity. (shrink)

Over four decades, research and policy have created layers of understandings in the quest for "good" corporate governance. The corporate excesses of the 1970s sparked a search for market mechanisms and disclosure to empower shareholders. The UK-focused problems of the 1990s prompted board-centric, structural approaches, while the fall of Enron and many other companies in the early 2000s heightened emphasis on director independence and professionalism. With the financial crisis of 2007–09, however, came a turn in some policy (...) approaches and in academic literature seeking a different way forward. This paper explores those four phases and the discourse each develops and then links each to assumptions about accountability and cognition. After the financial crisis came pointers in policy and practice away from narrow, rationalist prescriptions and toward what the philosopher Stephen Toulmin calls "reasonableness". Acknowledging that heightens awareness of complexity and interdependence in corporate governance practice. The paper then articulates a research agenda concerning what "reasonably" good corporate governance might entail. (shrink)

In our globalized world, competition for capital is intense and only jurisdictions with superior corporate governance will attract the FDI crucial for economic growth and development. The goal of this chapter is to assess the legal regime of external auditors – as opposed to internal auditors - per Company Legislation of 1997 and provide suggestions for improvement in the current legal regime.34 Part II discusses global trends in corporate governance with respect to the role of the (...) external auditor. Part III of the chapter provides an overview of the development of the auditing profession in Jordan. In Part IV, the chapter analyzes in detail the specific provisions related to auditors in the Company Legislation of 1997. The part also points out various shortcomings and inconsistencies between rights and duties of auditors and makes suggested proposals for amending the current law. (shrink)

The purpose of the article is to examine the role of the board of directors in corporate law in Jordan.

For a transitional market with a short history like that of Vietnam, corporate governance is a critical area of improvement. The issuance of Circular 121 in 2012 marked an important milestone of corporate governance reform in Vietnam as it includes stricter and more well-defined regulations learned from international best practices. Among them is the requirement that independent directors should make up at least one-third of the board of directors. Although improving financial reporting is not at the (...) heart of Circular 121, this Circular is expected to reduce earnings management through the mandatory requirement of board independence. Using data collected from a sample of 523 non-financial listed firms from 2009 – 2016, this study finds no significant relationship between earnings management and the proportion of independent directors, and Circular 121 has no impact on this relationship. These results are consistent across different regression approaches and various robustness tests, suggesting that board independence and corporate governance reform are not effective tools in mitigating earnings management. (shrink)

Cyber attackers targeting large corporations achieved a high perimeter penetration success rate during 2013, resulting in many corporations incurring financial losses. Corporate information technology leaders have a fiduciary responsibility to implement information security domain processes that effectually address the challenges for preventing and deterring information security breaches. Grounded in corporate governance theory, the purpose of this correlational study was to examine the relationship between strategic alignment, resource management, risk management, value delivery, performance measurement implementations, and information security (...) governance (ISG) effectiveness in United States-based corporations. Surveys were used to collect data from 95 strategic and tactical leaders of the 500 largest for-profit United States headquartered corporations. The results of the multiple linear regression indicated the model was able to significantly predict ISG effectiveness, F(5, 89) = 3.08, p = 0.01, R² = 0.15. Strategic alignment was the only statistically significant (t = 2.401, p <= 0.018) predictor. The implications for positive social change include the potential to constructively understand the correlates of ISG effectiveness, thus increasing the propensity for consumer trust and reducing consumers' costs. (shrink)

With 163 authoritative entries providing definitive explanations and critiques of the fundamental principles and practices of corporate governance, this timely Encyclopedia is a comprehensive overview of the economic, political, social, legal and environmental impacts of corporations across the globe. Bringing together almost 100 leading experts, the Encyclopedia addresses the meaning and purpose of corporate governance and how this term has evolved over time. Philosophical perspectives on corporate governance, as well as its origins and history (...) are laid out, alongside critical theories and methodologies on governance. The Encyclopedia then examines different aspects of governance related to governance regimes, neoliberalism, finance, accounting and corporate reporting, law and regulation, strategy and forms of governance. Board processes and performance, leadership in the boardroom, board directors and board diversity are explained. Focus is drawn to emerging societal problems and crises related to corporate governance and how these have been addressed by different institutions, such as digital era governance, corporate social responsibility and corporate sustainability and regeneration of the natural world. The Elgar Encyclopedia of Corporate Governance is an essential reference source for academics, researchers and students of business and management, economics and finance and environmental studies. Professionals and policymakers working in the sectors of corporate governance, corporate social responsibility, management and sustainability and strategic management will also find this to be an indispensable reference work. Key Features: 163 distinct entries structured by theme Combines empirical findings with real-world examples Adopts a comparative global analysis from leading academics Accessible explanations of fundamental concepts and principles. (shrink)

In this article, we philosophically reflect on the nature of corporate governance. We raise the question whether control is still a feasible ideal of corporate governance and reflect on the implications of the epistemic insufficiency of economic institutions with regard to grand challenges like of global warming for our conceptualization of corporate governance. We first introduce the concept of corporate governance from the perspective of economics and politics. We then trace the genealogy (...) of the concept of governance based on a selective reading of Giorgio Agamben’s work, who has pointed at two interdependent paradigms of governance in the Christian tradition, and apply his categories in the context of corporate governance. We finally engage in a critical reflection on the concept of corporate governance and develop four characteristics of corporate governance that can guide future conceptual as well as empirical research in the field of corporate social responsibility of economic institutions. (shrink)

This study investigates the adequacy of the current corporate governance frameworks by evaluating their efficiency relative to the context of crises. The Covid-19 pandemic is identified as the ideal case study on the merit that it has significant implications for corporate governance theory and practice. The study work from the premise that the current crisis situation necessitates a thorough evaluation of the readiness of the existing corporate governance regimes. While cognizant to the fact that (...) the pandemic is still unfolding, this thesis concedes that the current corporate governance frameworks are not necessarily inadequate to address the crisis situation, rather, they are still evolving to meet the challenge of the day. The thesis therefore suggests that certain areas of governance (including corporate purpose, the integration of digital technologies and cyber security systems, and heightened attention to environmental and social issues) should receive more attention in the future. The principal conclusion of this study is that there is a need to review corporate governance practices and policies in light of new emerging challenges. The study concludes with guidelines for corporate governance practices during times of crisis. (shrink)

This study investigates the adequacy of the current corporate governance frameworks by evaluating their efficiency relative to the context of crises. The Covid-19 pandemic is identified as the ideal case study on the merit that it has significant implications for corporate governance theory and practice. The study work from the premise that the current crisis situation necessitates a thorough evaluation of the readiness of the existing corporate governance regimes. While cognizant to the fact that (...) the pandemic is still unfolding, this thesis concedes that the current corporate governance frameworks are not necessarily inadequate to address the crisis situation, rather, they are still evolving to meet the challenge of the day. The thesis therefore suggests that certain areas of governance (including corporate purpose, the integration of digital technologies and cyber security systems, and heightened attention to environmental and social issues) should receive more attention in the future. The principal conclusion of this study is that there is a need to review corporate governance practices and policies in light of new emerging challenges. The study concludes with guidelines for corporate governance practices during times of crisis. (shrink)

How Propaganda Became Public Relations pulls back the curtain on propaganda: how it was born, how it works, and how it has masked the bulk of its operations by rebranding itself as public relations. Cory Wimberly uses archival materials and wide variety of sources — Foucault’s work on governmentality, political economy, liberalism, mass psychology, and history — to mount a genealogical challenge to two commonplaces about propaganda. First, modern propaganda did not originate in the state and was never primarily located (...) in the state; instead, it began and flourished as a for-profit service for businesses. Further, propaganda is not focused on public beliefs and does not operate mainly through lies and deceit; propaganda is an apparatus of government that aims to create the publics that will freely undertake the conduct its clients’ desire. Businesses have used propaganda since the early twentieth century to construct the laboring, consuming, and voting publics that they needed to secure and grow their operations. Over that time, corporations have become the most numerous and well-funded apparatuses of government in the West, operating privately and without democratic accountability. Wimberly explains why liberal strategies of resistance have failed and a new focus on creating mass subjectivity through democratic means is essential to countering propaganda. This book offers a sophisticated analysis that will be of interest to scholars and advanced students working in social and political philosophy, Continental philosophy, political communication, the history of capitalism, and the history of public relations. (shrink)

Corporate disclosure and reporting of information has become synonymous with transparency which in discourses idealising its value is part of the rhetoric of good governance. This notion is overtly conveyed in principles and codes of corporate governance practice which have proliferated globally over the last three decades. The possibility for transparency to conceal more than is revealed is considered with regard to corporate communication of information, with the consequence that power and real knowledge of the (...) corporate behavioural agenda remains in corporate hands. Philosophically, the paradoxical and unintended outcome is that corporations are constrained by the norm of transparency in developing authentic moral behaviour, while also exercising power and control since in the information society transparency does not, and indeed cannot, lead to revealing all. Transparency places greater emphasis on judging, or evaluating existing organisational processes than on assessment of (self-)learning processes based on what actually takes place when corporations make decisions. (shrink)

Every organization, as they grow has many stakeholders like shareholders, employees, customers, vendors, community, etc. For survival and growth, they have to rely upon healthy relations with all these stockholders. Hence organizations need to provide good returns for shareholders but also good jobs for employees, reliable products for consumers, responsible relations with the community and a clean environment. -/- Business ethics is the application of general ethical principles to business dilemmas and encompasses a broader range of issues and concerns than (...) laws do, as everything that is legal is not ethical. Ethics involves learning what is right or wrong, and then doing the right thing -- but "the right thing" is not nearly as straightforward. -/- Business Ethics has the following purposes: - To give people the tools for dealing with moral complexity in business - Business decisions have an ethical component - Ethical implications must be weighed before acting -/- Corporate governance is concerned with the ownership, control and accountability of companies, and how the corporate pursuit of economic objectives relates to a number of wider ethical and societal considerations. It is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders. -/- Good Corporate Governance is key to Growing Profits and Reputation. It represents the relationship among stakeholders that is used to determine and control the strategic direction and performance of organizations. Accountability is a key element as well as requirement for corporate governance, fortifying the latter in such a way that it provides a transparent template for governing critical decisions, procedures, and activities. -/- Corporate Governance deals with the questions: (1) Who benefits from corporate decisions/senior management actions? (2) Who should benefit from corporate decisions/senior management actions? -/- There are a number of reasons why businesses should act ethically .As behavior is based on values priorities, a mutual effort at all levels to deal with corporate ethics begins with a clear understanding of core values, both individually and organizationally. -/- Good corporate governance begins with a company's own internal practices and policies. While corporate governance issues are common across organizations, each company requires governance principles that are unique in their approach. Good governance is, ultimately, the sine qua non for continued growth and prosperity. -/- Corporate governance ensures that long term strategic objectives and plans are established and that the proper management structure is in place. Companies that provide good governance, both in terms of practices and results can expect the backing not only of investors but of customers too. -/- Corporate Governance represents the moral framework, the ethical framework and the value framework under which an enterprise takes decisions. In the long run ethical behavior has a positive impact on the company's performance. -/- This paper discusses the elements of corporate governance, inter-relationship between business ethics and corporate governance with reference to some of the Indian companies over the years and their impact in this era of globalization and liberalization. (shrink)

This study investigated the impact of investor psychological bias on a firm’s market value. In detail, we examined the effect of investor overconfidence (optimism) and loss aversion (pessimism) on firm market value. We also aimed to investigate the moderating effect of corporate governance on the relationship between investor behavior biases and firm market value. This study used a sample of 143 firms listed on the Saudi Stock Exchange over the period from 2012 to 2021. The results suggest that (...) investor overconfidence affects a firm’s value positively. On the other hand, loss aversion is negatively associated with the firm’s market value. Furthermore, we find that corporate governance (measured by board size and board independence) enhances the positive association between overconfidence and firm market value. In contrast, we find that corporate governance seems to marginally mitigate the negative effect of loss aversion. (shrink)

Despite decades of theorising and empirical research, the problems of corporate governance seem intractable, particularly the relationships between investors and companies. The thought experiment in this paper asks us to look at the problem through a fresh lens. It draws on the quaint British legal custom of calling shareholders “members”, and then uses the political philosopher Michael Walzer’s idea of membership in states, clubs, neighbourhoods, and families to draw lessons for the corporate world. This paper suggests that (...) seeing how Walzer conceives “strangers” in a polity, with fewer rights but a path to membership, lets us rethink shareholder rights as something to be earned, through engagement and commitment, that is, through stewardship. Rethinking what membership of a company might mean points to a pragmatic escape from short-termism without institutional reform. (shrink)

Corporate social responsibility (CSR) is one of the most prominent concepts in the literature and, in short, indicates the positive impacts of businesses on their stakeholders. Despite the growing body of literature on this concept, the measurement of CSR is still problematic. Although the literature provides several methods for measuring corporate social activities, almost all of them have some limitations. The purpose of this study is to provide an original, valid, and reliable measure of CSR reflecting the responsibilities (...) of a business to various stakeholders. Based on a proposed conceptual framework of CSR, a scale was developed through a systematic scale development process. In the study, exploratory factor analysis was conducted to determine the underlying factorial structure of the scale. Data was collected from 269 business professionals working in Turkey. The results of the analysis provided a four-dimensional structure of CSR, including CSR to social and nonsocial stakeholders, employees, customers, and government. (shrink)

BACKGROUND: In today’s world of increased awareness regarding the concepts of corporate social responsibility (CSR) and corporate governance (CG), many firms in the developed countries consider noncompliance with CSR and CG standards as an important source of risk to their reputations with stakeholders. OBJECTIVE: The aim of this study is to investigate the relationship between the corporate social responsibility disclosure (CSRD) index and corporate factors, namely, board size, board independence, board meetings, CEO duality, a firm’s (...) size, leverage, profitability and age. This is the first known study in the case of Saudi Arabia to use the GRI 4th edition indicators to construct the CSRD index and evaluate Saudi listed firms. Results: The results show that profitability and size factor have positive and significant association with CSR disclosure in listed Saudi firms. While CG characteristics have no impact on CSR disclosure except board independence which has a negative impact. Conclusion: The average of CSRD index among Saudi firms is too low, it is about 11% that means Saudi firms disclose 11% of the information that they have to provide for stockholders according to GRI guidelines. Furthermore, the study concludes that the most polluted sectors “Ener. (shrink)

The main purpose of this study is to introduce, analyze and propose the concept of Piety in Rousseau as a part of the ethical fundament of Positive Leadership Theory, also as a continuum of the original fundamental element of the Social Pact and its implication on the legitimization of organizational dynamics in the private sector (corporate ethics) and the impact on institutional efficiency. Given the theoretical nature of this research, the classic dialectic method has shown itself adequate once in (...) it there is a search for identification of an object (theory), its contradictions, and conflicts involved in the analyses of the problem. For that purpose, a vast bibliographical, documental e internet site research was conducted examining many of the main works about the themes studied. After presenting and dialectically analyzing the foundation of the Rousseaunian Social Pact, in convergence with the responsibility principle structure, this paper concludes by suggesting that these theoretical models can constitute the ethical basis of the management proposition of Positive Leadership as organization dynamics. (shrink)

Corporations are increasingly asked to specify a ‘purpose.’ Instead of focusing on profits, a company should adopt a substantive purpose for the good of society. This chapter analyses, historicises, and radicalises this call for purpose. It schematises the history of the corporation into two main purpose/power regimes, each combining a way of thinking about corporate purpose with specific institutions to hold corporate power to account. Under the special charter regime of the seventeenth to mid-nineteenth centuries, governments chartered companies (...) to pursue specific public purposes. Under criticism for corruption and lack of competition, the special charter regime gave way to the contemporary general incorporation regime, under which no particular purposes are demanded of corporations, and profit-seeking has become the norm. This regime has now come under criticism, with calls for a new social purpose regime. The analysis of these three regimes focuses on politicisation. The chapter argues that orienting companies to substantive social purposes requires politicising the business corporation, creating meaningful accountability mechanisms to align companies with the goals of the public. The purpose paradigm must overcome its political timorousness and be more institutionally radical. The difficulty is doing this without unacceptable corruption and inefficiency. A form of ‘proper politicisation’ is needed. At the end of the chapter, some directions for reform are discussed, which may deliver on that desideratum. (shrink)

The corporate meltdowns of this and the previous decade in the US - WorldCom, Enron, Tyco, and in Australia - FAI, HIH and AWB being among the many examples - have resulted in the governments of those two countries introducing legislation and policy guidelines aimed at minimising future corporate misbehaviour. -/- The US has introduced the Sarbanes Oxley Act, with requirements on corporate accountants and auditors, as well as its whistleblowing provisions. It has revised the Federal Sentencing (...) Guidelines for Organizations. New rules for the NYSE and NASDAQ have also been introduced. In addition, the U.S. Securities and Exchange Commission and U.S. Department of Justice have further strengthened the Foreign Corrupt Practices Act 1977, last revised in 1997. -/- Australia has revised the Corporations Act to include whistleblower protection clauses as well as adopted the ASX Corporate Governance guidelines. Standards Australia has issued its handbook on corporate governance. Although not a business issue, the Australian government has also announced that it will introduce whistleblower protection legislation for the public sector by the end of its first term in office. This legislation will likely influence whatever the private sector does in this respect. The inclusion of whistleblower protection in both Sarbanes–Oxley and the Corporations Act reflects a growing body of research that finds that people internal to an organisation are the most effective way to identify corporate wrongs. The Commonwealth Treasury has recently issued an options paper, stating that the Corporations Act has been ineffectual. It has sought submissions on revisions to the legislation that the Australian Government could take. This paper examines the policies advocated by over 20 organisations and academics concerned with whistleblowing issues. It draws the conclusion that on current indications, even after further reform, Australian legislation and policies are still likely to be less effectual than overseas practices. -/- --------------------------------- . (shrink)

Although successive generations of digital technology have become increasingly powerful in the past 20 years, digital democracy has yet to realize its potential for deliberative transformation. The undemocratic exploitation of massive social media systems continued this trend, but it only worsened an existing problem of modern democracies, which were already struggling to develop deliberative infrastructure independent of digital technologies. There have been many creative conceptions of civic tech, but implementation has lagged behind innovation. This article argues for implementing one such (...) vision of digital democracy through the establishment of a public corporation. Modeled on the Corporation for Public Broadcasting in the United States, this entity would foster the creation of new digital technology by providing a stable source of funding to nonprofit technologists, interest groups, civic organizations, government, researchers, private companies, and the public. Funded entities would produce and maintain software infrastructure for public benefit. The concluding sections identify what circumstances might create and sustain such an entity. (shrink)

This paper seeks to determine the extent of anti-corruption information disclosure in the sustainability reports originating from Gulf countries. Focus primarily on the fight against corruption, this study utilizes a deeply-rooted content analysis technique of corporate sustainability reporting, covering 66 Gulf Cooperation Council (GCC) firms during 2014. Strengthened by the application of institutional theory, insight into the results points to a state of limited maturity regarding the disclosure of anti-corruption procedures in the region. More specifically, the results highlight the (...) compliance in the reporting of conduct code, while reporting information on whistle-blowing was significantly less in comparison. Firms in Qatar and UAE ultimately release better informed reports; inclusive of detailed information on internal anti-corruption practices. (shrink)

Abstract: We examine how trustworthy behaviour can be achieved in the financial sector. The task is to ensure that firms are motivated to pursue long-term interests of customers rather than pursuing short-term profits. Firms’ self-interested pursuit of reputation, combined with regulation, is often not sufficient to ensure that this happens. We argue that trustworthy behaviour requires that at least some actors show a concern for the wellbeing of clients, or a respect for imposed standards, and that the behaviour of these (...) actors is copied in such a way that it becomes a behavioural norm. We briefly suggest what such behavioural norms might need to be if trustworthy behaviour is to be achieved, and consider how they might be supported; we describe the research that is necessary in order to understand these norms in more detail. We argue that the norms of traders are different from the norms of those engaged in other activities, since they are inevitably self-interested, and we consider the risk that traders’ norms might undermine those of other actors. We analyse the task for governance in dealing with this problem, and the role which leadership by a corporate board and management might play in doing this. We describe the need for further research in to describe how this might be done. (shrink)

A citizens’ movement in Berlin advocates for the expropriation of housing corporations and has won a significant majority in a popular referendum in September 2021. Building on this proposal, this paper develops a general account of expropriation as a measure for corporate reform and thereby contributes to the ongoing debate on the democratic accountability of business corporations. It argues that expropriation is a valuable tool for intervention in a dire situation in some economic sector to enable a re-structuring of (...) the governance of the assets in question. Compared with other tools available, expropriation is a more forward-looking, genuinely political measure that does not depend on the legal assignment of guilt but rather proceeds in a pragmatic and problem-oriented manner. It also allows us to reconsider in how far the market mechanism should be employed in the administration of assets. Objections from private property rights against expropriation fail as corporations generally are privileged, quasi-public institutions that can justifiably be subject to democratic interventions. Expropriation is thus an important addition to the arsenal of corporate reform proposals, especially for those concerned with a broad democratization of the corporation. (shrink)

Internal audit, management review, and account reconciliation are popular tools for combating corporate fraud, but whistle-blowing is the most prevalent. Whistle-blowers frequently fear reprisal from coworkers and bosses. That is why they require protection and support. Many international organizations have advocated that countries adopt regulatory frameworks for protecting whistle-blowers. Therefore, the current study investigates the notion of whistle-blowing to compare it to Public Interest Disclosure Act 2017 of Pakistan, which was enacted. It identifies the influence of legal and ethical (...) cultural norms in organizations on whistle-blowing behaviour. (shrink)

ABSTRACTIn this article, we explore the debate on corporate citizenship and the role of business in global governance. In the debate on political corporate social responsibility it is assumed that under globalization business is taking up a greater political role. Apart from economic responsibilities firms assume political responsibilities taking up traditional governmental tasks such as regulation of business and provision of public goods. We contrast this with a subsidiarity-based approach to governance, in which firms are seen (...) as intermediate actors who have political co-responsibilities in society endowed upon them by national governmental institutions. We argue that both approaches face conceptual and empirical problems, and do not make clear the content and scope of political corporate responsibility. Based on Iris Marion Young’s account of political responsibility we argue that corporate actors and governmental actors have a shared responsibility to tackle societal problems. Taking political corporate responsibility not only entails engaging in private action or engaging in public–private partnerships, but it also includes aiding governmental actors to remedy injustice or even create public institutions where they do not yet exist. By adding this perspective we contribute to the debate on responsibility in corporate citizenship and clarify the political role business can play in global governance. (shrink)

In its January 20th, 2010 decision in Citizens United vs. Federal Election Commission, the United States Supreme Court ruled that certain restrictions on independent expenditures by corporations for political advocacy violate the First Amendment of the Constitution, which provides that “Congress shall make no law […] abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the Government for a redress of grievances.” Justice Kennedy, writing for the 5-4 majority, (...) held that “[b]y suppressing the speech of manifold corporations, both for-profit and non-profit, the Government prevents their voices and view-points from reaching the public and advising voters on which person or entities are hostile to their interests” (Citizens United vs. Federal Election Commission 558 U.S. 38-9 (2010); emphasis added). Much of the language of the opinion, and some of its reasoning, as this passage illustrates, presupposes that corporations are agents capable of speech, and that it is (at least in part) in the light of this that limitations on political advocacy by corporations are prohibited by the Constitution. -/- While there are other strands in the argument, they are interwoven with the conception of the corporation as agent and speaker, with its voice and its viewpoints. The dissenters on the court objected on precisely this point (among others). Justice Stevens wrote sarcastically in his dissent, joined by Justices Ginsburg, Breyer, and Sotomayor, that “[u]nder the majority’s view, I suppose it may be a First Amendment problem that corporations are not permitted to vote, given that voting is, among other things, a form of speech” (558 U.S. 33 (2010)). Justice Sotomayor suggested in oral argument that the Court’s century-old practice of treating corporations as persons rests on a conceptual mistake. -/- My concern in this essay is not with the question whether the restrictions violate the Constitution. There are many issues that bear on this which will be outside the scope of my discussion. My concern is with the proper conceptual framework for understanding the agency of corporations and corporate speech, and the role that conceptions of these play in the background of the majority’s reasoning. The issue is legal, but it also has philosophical, conceptual and semantic aspects. It will be the latter aspects, and their potential to shed light on legal reasoning, that are my main focus. An adequate framework requires saying what properly speaking the corporation is, how agency is expressed through the corporation, whose agency it is, centrally whether the corporation is an agent or person in its own right, and in what sense it can be said to be capable of speech. I draw on recent work in collective action theory, particularly with respect to the semantics of collective action sentences (Ludwig 2007) and the analysis of the proxy agency in collective action (Ludwig 2014), to show (i) that corporations are neither genuine agents nor (therefore) capable of engaging in genuine speech, (ii) that consequently the First Amendment does not apply to corporations per se, and (iii) that a better understanding of the mechanisms of corporate agency casts doubt on more indirect arguments for extending the First Amendment to “corporate speech” as well. (shrink)

Governance encompasses the processes by which organizations are directed, controlled and held to account. It includes the authority, accountability, leadership, direction, and control exercised in an organization. Greatness can be achieved when good governance principles and practices are applied throughout the whole organization. Ethical Governance requires that public officials adhere to high moral standards while serving others. Authentic Governance entails the systematic process of continuous, gradual, and routine personal/corporate improvement, steering, and learning that lead to (...) sustainable high personal/corporate performance and excellence. Thus authentic governance represents the ability to discern right from wrong and the commitment to do what is right, good, and proper. Benevolent governance is perceived to be for benefit of the population as a whole. Sikhism, a panentheistic religion, originated in the Punjab province of the Indian subcontinent, during the 15th century. It is one of the youngest and fifth major world religions, founded by Guru Nanak. The fundamental beliefs of Sikhism have been enshrined in the sacred scripture, Sri Guru Granth Sahib [1-3]. These beliefs include faith in one universal creator, unity of all humankind, engaging in selfless service, striving for social justice for all, honest livelihood and ethical conduct while living a householder's life. Sri Guru Grant Sahib provides very useful insights for governance through religious or secular organizations, that address human rights, education, or diplomacy to end all forms of disparity/discrimination among people [4-5]. In this article, an attempt is made to understand how the doctrines of Sikhism encourage us for better governance and by which means. Whether these doctrines align with the above-mentioned forms of governance or conflict with these. It is pointed out the most of the attributes of good, ethical, authentic and benevolent governance are genuinely supported by the Sikh doctrines. The adherence to democratic and republican organizations, for providing high-quality governance, is encouraged in Sikh principles and practices. (shrink)

I aim in this paper to provide defense of one way to look at what should be regulated in the market place. In particular, I discuss what should be tolerated and argue against corporate welfare. I begin by endorsing John Stuart Mill’s harm principle as a normative principle of toleration. I call strict commitment to the harm principle when considering the regulatory structure of markets market libertarianism and oppose that to promotionism, the view that endorses government interference to promote (...) business interests. I next discuss the widespread use of promotionist policies, arguing against them and for market libertarianism. I also consider problems for my view, recognizing that one of my responses may leave some thinking the paper is a reductio of the market libertarian view because of the sort of slow-growth state it endorses. Others will recognize it as a view promoted by some of the U.S. founding fathers and find it attractive in its own right. (shrink)

The moral issues that occur for profit corporations are a unique function of many internal and external factors, including corporate policies and purpose, business regulations, and business governance's economic and political system. Several possible theoretical frameworks prescribe behavioral norms and standards of conduct to companies, such as utilitarianism, deontological ethics, or virtue ethics. In this paper, we argue although there are signs cant similarities between Kantian Ethics and ideal corporate cultures, Kantian ethics cannot fully be integrated into (...) contemporary corporate practices. Kant's theory of morality fundamentally fails to consistently accommodate the infamous given purpose of corporations, namely the profit-maximizer. We also provide empirical insights from a case study in developing a semi-Kantian corporate code of conduct in a large technology-based company. (shrink)

In his article ‘The Metaverse: Surveillant Physics, Virtual Realist Governance, and the Missing Commons,’ Andrew McStay addresses an entwinement of ethical, political, and metaphysical concerns surrounding the Metaverse, arguing that the Metaverse is not being designed to further the public good but is instead being created to serve the plutocratic ends of technology corporations. He advances the notion of ‘surveillant physics’ to capture this insight and introduces the concept of ‘virtual realist governance’ as a theoretical framework that ought (...) to guide Metaverse design and regulation. This commentary article primarily serves as a supplementary piece rather than a direct critique of McStay’s work. First, I flag certain understated or overlooked nuances in McStay’s discussion. Then, I extend McStay’s discussion by juxtaposing a Lockean inspired argument supporting the property rights of Metaverse creators with an opposing argument advocating for a Metaverse user's ‘right to virtual abundance,’ informed by the potential of virtual reality technology to eliminate scarcity in virtual worlds. Contrasting these arguments highlights the tension between corporate rights and social justice in the governance of virtual worlds and bears directly on McStay’s assertion that there is a problem of the missing commons in the early design of the Metaverse. (shrink)

The constitutions of many nations have been explicitly or implicitly founded upon principles of the social contract derived from Thomas Hobbes. The Hobbesian egoism at the base of the contract fairly accurately represents the structure of market enterprise. A contractarian analysis may, then, allow for justified or rationally acceptable universal standards to which businesses should conform. This paper proposes general rational restrictions upon multi-national enterprises, and includes a critique of unjustified restrictions recently proposed by the Organization for Economic Cooperation and (...) Development (OECD). I propose restrictions that may be tighter than the OECD and international law currently demand, because reason requires that the activities of enterprises accord with standards of environmental and governmental sustainability in addition to consortium, national law and international law agreements. I argue that it is justifiable that indictments may be presented by a citizen or a government against the local arm of a multinational enterprise in response to violations committed by an arm within a different country. (shrink)

Corporate governance is developing rapidly in many countries across the world. In this article, the existing state of corporate governance in Jordan is examined. Jordan does not have a corporate governance code per se. The article reveals that overall Jordan has in place some of the features of corporate governance best practice, but that there remains further progress to be made in areas such as independence of directors, compensation, and correlation between shareholding (...) and entitlement to seats on the board. The article recommends legal reforms in order to enhance corporate governance in Jordan. (shrink)

This paper discusses the legal aspects of the activities of transnational corporations. The relevance of the subject matter is determined by the significant impact exerted by transnational corporations on the world economy in general and on the economic situation of the country in which such corporations are registered as a subject of legal form of ownership in particular. Quality functioning of transnational corporations is an effective factor for the formation of sustainable development. This study reveals and determines the relationship between (...) the scale of activity of transnational corporations and their legal status within the framework of both single countries and entire economic communities, the individual subjects of law of which are transnational corporations. The practical significance of this study lies in the possibility of identifying and stating key aspects that play a significant role in assessing the practical activities of transnational corporations in the context of existing legal law with the ability to use the identified patterns in specific legal practice. The results of this study can be of significant practical importance for employees in the field of legal support for the activities of transnational-scale corporations, who are faced with the need to deeply analyse the legal aspects of the activities of these organisations and provide management of such structures with timely, highquality legal recommendations regarding the correction of the activities of these organisations in the context of the existing legal field. (shrink)

Rather than re-examine the question of whether doing good generally helps a company to do well, this study draws on contingency theory to empirically examine when doing good helps a company do as well as possible. Using panel data, we examine the effects of industry life cycle, munificence, and instability on the relationship between corporate social responsibility (CSR) and corporate financial performance (CFP). Our findings indicate that life cycle has a significant impact on the CSR-CFP relationship, as does (...) industry instability. These findings suggest that CSR helps the bottom line considerably – if it is applied at the right time. (shrink)

Abstract: Before now it is believe that it is only company that their activities adversely affect the environment that should be socially responsible. This has change over the years as some country has made it mandatory for business to be socially responsible without which they cannot do business. For insurance company, their activities have to do with rendering of services and as such do not destroy the environment. The main objective of the study was to determine corporate social responsibility (...) accounting and financial performance of insurance companies in Nigeria. The research design adopted for the study is expo facto research design. The population of the study consists of all the 40 companies quoted in the Nigeria Stock Exchange as at December 2016. A sample of 25 insurance companies was selected base on their size from the population of the insurance companies. Data for the study were obtained from annual reports for the period of ten (10) years ranging from 2007 to 2016. Multiple regression analysis was carried out to determine the desire relationship. Findings show a significant relationship between corporate social responsibility accounting and return on capital employed and net profit margin, while a negative relationship with earnings per share. The implication of the findings is that there is evidence of conscious effort of the sampled insurance companies to discharge their social responsibility. The study recommends among other that management should be proactive and ensure that their social responsibility policies are adequately implemented, and ensure that Nigerian companies comply with government laws regarding business regulation in the country. (shrink)

The purpose of this symposium is to shed light on the genealogy of the idea of a business corporation, an economic institution which has long been regarded with a mixture of awe and apprehension. Each of the four original contributions addresses the history of some of its key features. In the process, each contributor reveals some of the insights that history has to teach us regarding the central concepts that inform contemporary debates about the nature of the corporation, the contours (...) of the corporation's purpose, the sources of corporate power, the functions of corporate law, the duties of directors, the status of shareholders, and the legitimacy of corporate rights. (shrink)

In this paper, I defend what may seem a surprising view: that John Stuart Mill’s famous harm principle would, if taken to be what justifies government action, disallow the existence of corporations. My claim is not that harmful activities of currently existing corporations warrants their losing corporate status according to the harm principle. The claim, rather, is that taken strictly, the harm principle and the legal possibility of incorporation are mutually exclusive. This view may be surprising—and I do not (...) at all mean to attribute it to Mill—but if I am right, it should be obvious. It should also encourage us to think more about the nature of the markets within which business occurs. (shrink)

In the early 20th century, the most numerous and well-funded institutions in the United States—corporations—used public relations to make a widespread and fundamental change in the way they constitute and regulate their relations of knowledge with the public. Today, we can see this change reflected in a variety of areas such as journalism, political outreach, social media, and in the ‘fake news’ and ‘post-truth’ administration of Donald J. Trump. This article traces practices of corporate truth-telling and knowledge production across (...) three periods I will call the personal, the legal, and public relations, which are roughly coincident with the antebellum period, the Gilded Age, and the 20th century, respectively. In sum, what can be found in public relations and now broadly across society, is that relations of knowledge have come to be refigured as relations of power, subordinating traditional epistemological concerns like justification and belief in favor of government and control. (shrink)

Contrary to the tendency to harmony, consensus and alignment among stakeholders in most of the literature on participation and partnership in corporate social responsibility and responsible innovation practices, in this chapter we ask which concept of participation and partnership is able to account for stakeholder engagement while acknowledging and appreciating their fundamentally different judgements, value frames and viewpoints. To this end, we reflect on a non-reductive and ethical approach to stakeholder engagement, collaboration and partnership, inspired by the philosophy of (...) Emmanuel Levinas. We contrast a cognitive approach with an ethical approach to stakeholder engagement, collaboration and partnership, and explore four characteristics of this ethical approach. Based on the ethical approach to stakeholder engagement, collaboration and partnership, we also provide a three-stage framework for partnership formation in CSR and RI practices. (shrink)

The field of business ethics has shown an increasing interest in the responsibilities of firms in taking climate action, (cf. Dietz et al., 2018; Heede, 2014). Especially multistakeholder initiatives are heralded as inclusive platforms in which public and private actors together can provide democratically legitimate solutions for taking effective (global) climate action (cf. Arnold, 2016; Bziuk, 2022; Hormio, 2017; Scherer et al., 2016; Tempels et al., 2017). Although this is promising, the effectiveness of these (political) efforts of firms to tackle (...) climate change are doubted (Coen et al., 2022; Dietz et al., 2021), and on a normative level PCSR is criticized for lacking pluralism and being predominantly libertarian and exclusive of marginalised stakeholders (Djelic & Etchanchu, 2017; Fougère & Solitander, 2020; Hussain & Moriarty, 2018; Mäkinen & Kasanen, 2014; Mäkinen & Kourula, 2012; Moog et al., 2015; Pek et al., 2023). Therefore, we strive to diversify PCSR by exploring the merits of workplace democracy for corporate responsibility in the context of climate change. Both academic and societal debate, democratisation of work has gained significant momentum (Ferreras et al., 2022; Frega & Herzog, 2020; Krüger, 2023; Malleson, 2023; Quijoux, 2020; Reinecke & Donaghey, 2021; Stehr, 2023). Drawing on arguments about the epistemic benefits of democratic decision making and insights from feminist standpoint epistemology, we show that democratically governed firms will make better decisions regarding corporate climate policies and the involvement of other stakeholders, and as such the democratisation of firms can play a crucial role in combating climate change. (shrink)

This paper provides an examination of some problems caused by the concentration of influence in the capital markets of developed countries. In particular, I argue that large asset managers exercise quasi-political power that is not democratically legitimate. In section two, I will examine the economic driver behind the size and power of the big asset managers: the passive investing revolution. I will discuss several respects in which this revolution has fundamentally changed capital markets, most notably by making a large share (...) of investors universal owners. In the third section, I argue for my central analytical conjecture: asset managers exercise quasi-political power. They use their influence to shape the rules of the game in public capital markets in order to implement social and environmental policies that have traditionally been the exclusive purview of states. “Asset manager capitalism” is a recent term coined to refer to the contemporary system of corporate governance that succeeded the Berle and Means corporation with its dispersed ownership; the argument of this section is that asset manager capitalism is also a new political-economic regime. In the fourth section I defend my central normative claim: asset manager capitalism is an untenable and illegitimate political-economic arrangement, for at least two reasons. First, the power of asset managers is not checked by any institutional constraints, and is not rendered legitimate by any democratic process. More fundamental than this procedural critique is an argument that the interests of asset managers could not be aligned with the public interest, given the fact that the distribution of capital is highly unequal. I conclude by discussing several proposals to reform asset manager capitalism. (shrink)

This article examines public administration from 1890 to 2023 to see how it evolved and influenced practice and if good governance is a crucial component in this transformation. This paper presents an in-depth review of several different pieces of secondary literature sources. This paper produced several key findings. The most important finding of this literature study is that, between 1890 and 1980, the Public Administration transitioned from "Traditional Public Administration" to "New Public Management" due to the growing need for (...) good governance. The year 2000 saw the birth of a novel idea in public administration known as "New Public Governance," which has persisted in practice ever since. This paper will be useful to Public Administration practitioners worldwide. There has been little empirical research into how the evolution of Public Administration encourages governments to act more like private corporations. Consequently, more research on this subject is encouraged. (shrink)

The main thrust of this study is to examine the impact of social cost on the corporate performance of petroleum marketing firms in Nigeria. Ex post facto research design was adopted, secondary sources of data were collected for analysis of results and interpretation of data. The results indicated that social cost positively influences the corporate performance of petroleum marketing firms in Nigeria. Hence, it was recommended that the federal government should mandate all petroleum marketing companies to capture and (...) disclose all quantitative data relating to corporate social responsibility which would serve as a boost to the company performances vis-a-vis increased employee productivity. (shrink)

This thesis consists of three substantive studies about the Vietnam stock market. In particular, I study the asymmetric information, corporate governance (CG) practices, and foreign investment of publicly listed companies in Vietnam, presented in Chapters 2, 3, and 4, respectively. In Chapter 2, I investigate the effectiveness of a market surveillance system (MSS) on improving the market quality of the Vietnam stock market, as measured by liquidity and informed trading level. I find that market liquidity decreased after the (...) introduction of the MSS, and that the effect is more pronounced for small firms. Although informed trading, on average, does not change significantly after the MSS, subsample analysis indicates a significant decrease in informed trading among large and liquid firms. In Chapter 3, I investigate the relationship between firms’ CG practices and informed trading. I find a negative relationship between the two variables. Firms with better CG practices have a lower level of informed stock trading. Moreover, a natural experiment on a shock of firms’ CG practices generated by the CG policies shows that the negative relationship between CG practices and informed trading is a causal one, in which a change in the former causes a change in the latter. In another analysis around the implementation of the MSS, I find that the implementation of the surveillance system affects the relationship between the two variables, and this effect is driven by large and liquid firms. In Chapter 4, I investigate whether foreign investors in the Vietnam stock market are informed about firms’ performance. Using the residuals of foreign investor ownership as a measure of the abnormal foreign investor holding, I find that the abnormal foreign investor holding is positively correlated with firm performance in the following one year. I also find a positive correlation between abnormal foreign investor holding and the stock returns in the next three quarters. These findings indicate that foreign investors are informed about the firms up to a one-year period. (shrink)

In her recent book Private Government, Elizabeth Anderson makes a powerful but pragmatic case against the abuses experienced by employees in conventional corporations. The purpose of this review-essay is to contrast Anderson’s pragmatic critique of many abuses in the employment relation with a principled critique of the employment relationship itself. This principled critique is based on the theory of inalienable rights that descends from the Reformation doctrine of the inalienability of conscience down through the Enlightenment in the abolitionist, democratic, and (...) feminist movements. That theory was the basis for the abolition of the voluntary slavery or self-sale contract, the voluntary non-democratic constitution (pactum subjectionis), and the voluntary coverture marriage contract in today’s democratic countries. When understood in modern terms, that same theory applies as well against the voluntary self-rental or employment contract that is the basis for our current economic system. (shrink)

Strudler rejects shareholder primacy and argues that, once contractual obligations have been fulfilled and shareholders have received a reasonable return on investment, corporate executives may use corporate wealth for the general good. He seeks to establish this claim via an argument that, contrary to the received view, shareholders do not own corporations. After raising some questions about the latter argument, this commentary goes on to argue that the question of corporate ownership is a red herring. The argument (...) for shareholder primacy that Strudler wants to reject does not rely on the premise that shareholders own the firm. (shrink)

Greatly aided by an information age in which protesting laborers in a remote offshore outpost can capture front page headlines around the globe, theSarbanes-Oxley Act of 2002 (SARBOX) has made corporate transparency the linchpin for good corporate governance. Under a SARBOX-enhancedregulatory framework, publicly traded corporations are required to rapidly disclose material changes in their financial conditions or operations—changes such as impairments to goodwill, a trademark, or some other intangible corporate asset. Especially challenging for multinational corporations (MNCs) (...) with far-flung corporate empires is the need to stay abreast of the ebb and flow of goodwill, at a time when transnational human rights groups are aggressively mobilizing world opinion against the sweatshop labor conditions that abound at the offshore production sites favored by MNCs. The author explains why the convergence of a digital age of free-flowing information and the advent of SARBOX, a legislative enactment of paraenetic design, is causing the boards of MNCs to more critically evaluate the long-term costs of their offshore operations. (shrink)