Corporate governance, transparency, responsibility, convergence, transformations


Corporate governance has shifted from its focus on agency conflicts to address issues of ethics, accountability, transparency, and disclosure. Moreover, Corporate Social Responsibility (CSR) has increasingly focused on corporate governance as a vehicle for incorporating social and environmental concerns into the business decision-making process, benefiting not only financial investors but also employees, consumers, and communities. Currently, corporate governance is being linked more and more with business practices and public policies that are stakeholder-friendly. This study concurs with research findings from the extant literature that good practice in corporate governance, social responsibility and business ethics. This article examines these developments and their impact on the formulation of a hybridized body of business legal norms by proceeding in three stages: First, the article explores the recent transformations in the regulation of corporate governance, corporate social responsibility and ethics. Second, it reads these transformations as a convergence that encompasses both corporate self-regulation and the efforts by various social groups to make it more effective. Third, the article discusses the prospects and challenges of this convergence by outlining a series of conceptual and methodological inquiries as well as policy ramifications to be pursued by scholars and practitioners in the field of law and corporate conduct.

Full Text : PDF

  1. Aktiespararna’s Corporate Governance Policy, Guidelines for Better Control and   Transparency for Stockholders in Stock Market Companies, Sveriges Aktiespararna’s Ruksforbund, March 1993,
  2. Borokhovich, K. A., R. Parrino, and T. Trapani, 1996, “Outside Directors and CEO
  3. Selection,” Journal of Financial and Quantitative Analysis, 31, 337-355.
  4. Brazilian Institute of Corporate Directors, Brazilian Code of Best Practices, preliminary proposal, April 1999,
  5. Brickley, J. A., J. L. Coles, and R. L. Terry, 1987, “The Takeover Market, Corporate
  6. Board Composition, and Ownership Structure: The Case of Banking,” Journal of Law and Economics, 30, 161-180.
  7. Cardon Report of the Belgium Commission on Corporate Governance, Brussels Stock Exchange, June 1998, http://www.calpersódigo de mejores práticas, June 1999, 
  8. Core, J. E., R. W. Holthausen, and D. F. Larcker, 1999, “Corporate Governance, CEO
  9. Compensation, and Firm Performance,” Journal of Financial Economics, 51, 371-406.
  10. Draft Report of the Kumar Mangalam Committee on Corporate Governance,
  11. Confederation of Indian Industry Report on Desirable Corporate Governance – A Code, April 1998,
  12. Gilson, S., 1989, “Management Turnover and Financial Distress,” Journal of Financial Economics, 25, 241-262.
  13. Hermalin, B., and M. Weisbach, 1998, “Endogenously Chosen Boards of Directors and Their Monitoring of the CEO,” American Economic Review, 88, 96-118.
  14. High Level Finance Committee on Corporate Governance, Report on Malaysian Corporate Governance, March 1999,.
  15. Handbook for Issuers on the Copenhagen Stock Exchange, Corporate Governance inDenmark, December 2001.
  16. Huson, M., R. Parrino, and L. T. Starks, 1998, “Internal Monitoring Mechanisms and
  17. CEO Turnover: A Long Term Perspective,” working paper, University of Alberta, Edmonton, AB.
  18. Kang, J., and A. Shivdasani, 1995, “Firm Performance, Corporate Governance, and Top Executive Turnover in Japan,” Journal of Financial Economics, 38, 29-58.
  19. Lee, C. I., S. Rosenstein, N. Rangan, and W. N. Davidson III, 1992, “Board Composition and Shareholder Wealth: The Case of Management Buyouts,” Financial Management, 21, 58-72.
  20. Martin, K., and J. J. McConnell, 1991, “Corporate Performance, Corporate Takeovers, and Top Management Turnover,” Journal of Finance, 46, 671-687.
  21. Murphy, K. J., and J. L. Zimmerman, 1993, “Financial Performance Surrounding CEO Turnover,” Journal of Accounting and Economics, 16, 273-315.
  22. Parrino, R., 1997, “CEO Turnover and Outside Succession: A Cross-Sectional Analysis,” Journal of Financial Economics, 46, 165-197.
  23. Shivdasani, A., 1993 “Board Composition, Ownership Structure, and Hostile Takeovers,” Journal of Accounting and Economics, 16, 167-198.
  24. Vienot II report on the boards of directors of listed companies in France, Mouvement des Enterprises de France (MEDEF) and Association Francaise des Enterprises Privees (AFEF), July 1999,
  25. Wahal, S., K. W. Wiles, and M. Zenner, 1995, “Who Opts Out of Antitakeover Protection? The Case of Pennsylvanian’s SB 1310,” Financial Management, 24, 22 39
  26. Warner, J. B., R. L. Watts, and K. H. Wruck, 1988, “Stock Prices and Top Management Changes,” Journal of Financial Economics, 20, 461-492.