The hidden ethics of corporate governance and the practical uses of corporate governance codes: a commentary on Bhimani

摘要

Professor Bhimani suggests that corporate governance codes have adopted a particular ethics associated with economic rationalism. I discuss why those ethics may discourage managers from acting in the spirit of those codes by comparing the organisational consequences of the external requirements of financial reporting with those of corporate governance reporting. Bhimani takes issue with the ways in which highly particular codes of moral behaviour have been slipped into corporate governance rules. He shows how the reliance of corporate governance rules on certain economic rationales, as articulated, for example, by agency theory, transaction cost economics, stakeholder theory and stewardship theory, gives rise to a highly specific ethics. Despite the differences between those theories all of them are rooted in economic rationalism because they share certain assumptions. For example, enterprises seek wealth maximisation, human motivation is acquisitive, and managers are self-interested. The codification of corporate behaviour which drives the corporate governance project affords the opportunity to standardise a particular ethics through the reliance on economic rationalism in ways not seen before. One problem with this is that rules of corporate governance exhort companies to follow those ethics without ever offering a clear justification. The ethics are simply adopted wholesale from economic rationalism.