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The Ethics of Corporate Governance
Journal of General Management (2007)
  • Donald Nordberg
This paper is an early draft of an article that appeared in the Journal of General Management in 2008. How should corporate directors determine what is the "right" decision? For at least the past 30 years the debate has raged as to whether shareholder value should take precedence over corporate social responsibility when crucial decisions arise. Directors face pressure, not least from "ethical" investors, to do the "good" thing when they seek to make the "right" choice. Corporate governance theory has tended to look to agency theory and the need of boards to curb excessive executive power to guide directors' decisions. While useful for those purposes, agency theory provides only limited guidance. Supplementing it with the alternatives – stakeholder theory and stewardship theory – tends to put directors in conflict with their legal obligations to work in the interests of shareholders. This paper seeks to reframe the discussion about corporate governance in terms of the ethical debate between consequential, teleological approaches to ethics and idealist, deontological ones, suggesting that directors are – for good reason – more inclined toward utilitarian judgments like those underpinning shareholder value. But the problems with shareholder value have become so great that a different framework is needed: strategic value, with an emphasis on long-term value creation judged from a decidedly utilitarian standpoint.
  • Corporate governance,
  • ethics,
  • utilitarianism,
  • agency theory,
  • stakeholder theory,
  • stewardship theory,
  • shareholder value,
  • strategic value,
  • boards of directors,
  • non-executive directors,
  • corporate social responsibility
Publication Date
July, 2007
Citation Information
Donald Nordberg. "The Ethics of Corporate Governance" Journal of General Management (2007)
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