What is Corporate Governance?

structures/system by which companies are directed and controlled. These relate to ownership and control and the roles of owners, directors, managers, shareholders etc

The board of directors are but one component

We need to understand governance to debate

• benefits etc of capitalist politico-economic system
• pros and cons of centralisation and decentralisation in business decisionmaking.
• problems of managerial agency
• separation of shareholders from executive roles
• tension between directors and other managers.

Director and manager moral dilemmas are shaped by structures/expectations of the corporate form.

OHP 2 on Ethics and Corporate Governance