4 - Corporate Governance and Corporate Social Responsibility

Summary

Concluding that even if economists cannot agree why shareholders should have priority, they are nevertheless agreed that this is the case, the chapter goes on to examine the legal position of different stakeholders in the context of the company by referring to the thorough reform process observed in the UK some two decades ago. Noting then that, despite such a comprehensive debate, the enlightened shareholder value solution (ESV) arrived at remains controversial, and recognising that, in any case, such formal statutory provisions by no means exhaust the arrangements in place for corporate governance, the chapter goes on to look at the hugely influential development of essentially self-regulatory, best-practice based arrangements that are now a feature of stock markets throughout the world. Insofar as the experience of the jurisdiction from which this approach emerged has not been uniformly positive, the chapter proceeds to examine the alternative approach of a strict rule-based approach to corporate governance, taking the US as an example. Despite the problems associated with any alternative, these apparent limits perhaps explain the ongoing and indeed intensified interest in the notion of corporate social responsibility. The chapter goes on to seek clarity in a definition of CSR which draws a distinction between what society requires corporations to do and what it is willing to regard as optional. Noting, however, that encouraging legislators to take firm action in the face of the fear of capital flight can be difficult in the absence of some clear evidence of a problem (and even then, in some recent cases), the question is then whether the recent enthusiasm for environmental, social and governance (ESG) reporting is a reasonable way forward.