Research Handbook on Corporate Governance and Ethics

‘Till Talaulicar has put together an important volume for the study of corporate governance in the modern age. As a variety of stakeholder interests become increasingly recognized in business, scholars and corporate leaders need insight on how to manage competing claims and minimize trade-offs, while also prioritizing ethics and positive values. This book provides that insight, collecting new ideas from established and rising leaders in the field. This Research Handbook is a must have for any serious scholar of corporate governance.’
– Jonathan Bundy, Dean’s Council Distinguished Scholar, Arizona State University, US

‘Till Talaulicar’s Research Handbook on Corporate Governance and Ethics makes a unique and hugely needed contribution to the most pressing questions facing corporations in a time of increasingly interdependent, complex and urgent contextual challenges. That is, although firmly informed by theoretical perspectives, specific examples and research insights, the Research Handbook goes beyond the usual questions of “whether” organizations can or should engage themselves in the wider concerns facing the societies in which they are embedded, and instead focuses upon “how” this has and/or can be achieved. Rather than an attempt to justify or inspire such engagement, this diverse set of scholars explain the variety of approaches – theoretical, philosophical, structural, managerial – that have driven and/or can drive such efforts, and significantly, they explore the organization’s internal need for, as well as external impacts of, such efforts. Rather than polemical, this collection is both intellectually challenging as well as practical – a heady combination.’
– Mary C. Gentile, Richard M. Waitzer Bicentennial Professor Emeritus of Ethics, University of Virginia – Darden School of Business, US; Creator and Director of Giving Voice to Values

‘This is a much-needed book with insights from some of the world’s leading scholars in governance and ethics. I believe it will be required reading in many doctoral programs, and a ready resource for scholars in the area. Corporate executives will also find it useful as they confront the difficulties associated with governing ethically in a turbulent world.’
– Jeffrey S. Harrison, W. David Robbins Chair in Strategic Management, University of Richmond, US

‘The values and norms promoted by global capitalism need to be carefully scrutinized; and perhaps even replaced, by institutions and practices that do a better job at protecting the global commons that is both efficient and equitable. This Research Handbook will be helpful in the transition towards that end.’
– William Q. Judge, E.V. Williams Chair of Strategic Leadership, Emeritus, Old Dominion University, US; Founding President of the International Corporate Governance Society (ICGS)

‘Finally: A thorough and comprehensive exploration of the implicit value assumptions of corporate governance! It takes the corporate governance debate out of its technocratic and financial fixation and makes its ethical foundations explicit. With contributions by leading experts in the field, this timely book addresses the obvious interrelations between hitherto siloed-off areas of management research.’
– Dirk Matten, Hewlett-Packard Chair in Corporate Social Responsibility, York University, Canada

‘I very much welcome this brilliant Research Handbook giving a comprehensive overview of ethical challenges in corporate governance. Ethics, responsibility, and sustainability are key elements of good governance. Top experts of corporate governance provide us with important insights on social and environmental performance. Reading this book will improve board decisions for a better world.’
– Jacob Dahl Rendtorff, Roskilde University, Denmark; President of the European Business Ethics Network (EBEN)

‘Governing boards have become far more central to how firms operate, and Till Talaulicar has masterfully spotlighted how corporate governance shapes not only financial performance but also stakeholder lives. Forty leading researchers turn their exacting eyes on ethics, fairness, inequality, risk, sustainability, and beyond – and their insights are compelling.’
– Michael Useem, Faculty Director of the McNulty Leadership Program, Wharton School, University of Pennsylvania, US, and co-author of Boards That Lead

Contributors: Annabeth Aagaard, Ruth V. Aguilera, Anne Anderson, Marne Arthaud-Day, Michael Stefan Aßländer, Hari Bapuji, Ralf Barkemeyer, Shawn L. Berman, Flore Bridoux, Jill A. Brown, Giovanna Campopiano, Cynthia E. Clark, Thomas Clarke, LouAnn Conner, Francesca Cuomo, Emmanouil Dedoulis, Saneesh Edacherian, Heather Elms, Patricia Gabaldón, Jonas Gabrielsson, Sami Ghaddar, Daniela Gimenez-Jimenez, Stefan Hielscher, Morten Huse, Tanusree Jain, Michael E. Johnson-Cramer, Jette Steen Knudsen, Sven Kunisch, Roman Kurdyukov, Stergios Leventis, Santiago Mejia, Donald Nordberg, Eleanor O’Higgins, Robert Phillips, Ingo Pies, Madalina Pop, Dulce M. Redín, Fanny Salignac, Alejo José G. Sison, J.W. Stoelhorst, Till Talaulicar, Alessandro Zattoni, Adrian Zicari

Contents:

1 Setting the scene to study the interrelationships between corporate governance and ethics: an introduction to the Research Handbook 1
Till Talaulicar

PART I THE STAKEHOLDER TURN OF CORPORATE GOVERNANCE AND SUSTAINABLE VALUE CREATION
2 Stakeholder governance: on overcoming the problems in the traditional narrative of capitalism 25
Flore Bridoux and J.W. Stoelhorst
3 Sustainability ethics and team production: implications for value-creating boards in SMEs 48
Jonas Gabrielsson and Morten Huse
4 Building back better – a new paradigm for corporate governance 68
Eleanor O’Higgins
5 How board structure affects social performance and stakeholder management: an example from classified boards 86
Jill A. Brown, Anne Anderson and Sami Ghaddar

PART II CORPORATE SOCIAL RESPONSIBILITY, SUSTAINABILITY AND CORPORATE GOVERNANCE
6 Corporate governance and corporate social responsibility: revisiting their inter-relationship 113
Tanusree Jain, Adrián Zicari and Ruth V. Aguilera
7 Growing integration between sustainability and corporate governance: the role of government regulation 130
Jette Steen Knudsen
8 Women directors and sustainability: a contribution of networking activities 144
Patricia Gabaldón, Daniela Gimenez-Jimenez and Giovanna Campopiano
9 Should we integrate corporate social responsibility with corporate governance? An empirical investigation of good governance codes’ recommendations 157
Alessandro Zattoni and Francesca Cuomo

PART III VALUES, NORMS AND INSTITUTIONS
10 Informal institutions and corporate governance 176
Emmanouil Dedoulis and Stergios Leventis
11 The role of values in corporate governance 192
Marne Arthaud-Day
12 Values conflicts and the board of directors 210
Cynthia E. Clark
13 Risk perceptions of corporate directors: isomorphic influences and ethical implications 224
LouAnn Conner, Ralf Barkemeyer and Fanny Salignac

PART IV MANAGERIAL DISCRETION AND MANAGERIAL OBLIGATIONS
14 Managerial discretion: a review and future directions 244
Roman Kurdyukov, Shawn L. Berman, Michael E. Johnson-Cramer, Heather Elms and Robert A. Phillips
15 Moral obligations to third parties required by fiduciary duties to principals: a reflection through shareholder primacy 263
Santiago Mejia

PART V PHILOSOPHICAL REFLECTIONS AND UNDERPINNINGS OF CORPORATE GOVERNANCE
16 A Smithian theory of governance – Adam Smith on corporations and governance 278
Michael S. Aßländer
17 How does MacIntyre extend Aristotle’s account of phronesis and what does this imply for corporate governance? 293
Alejo José G. Sison and Dulce M. Redín
18 A pragmatist case for thoughtfulness and experimentation in corporate governance 310
Donald Nordberg
19 The moral legitimacy of profit orientation 328
Ingo Pies and Stefan Hielscher

PART VI GRAND SOCIETAL CHALLENGES AND CORPORATE GOVERNANCE
20 Corporate governance and inequality 349
Saneesh Edacherian and Hari Bapuji
21 Corporate governance, executive pay, and the ethical and institutional abandonment of the working class 365
Thomas Clarke
22 Corporate governance and grand societal challenges: organization-centric and problem-centric perspectives 383
Madalina Pop, Sven Kunisch and Annabeth Aagaard

Index 421