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FOR WHOM ARE CORPORATE MANAGERS TRUSTEES?

Published on July 8, 2019

Tobi Ogunba

Tobi Ogunba

Associate at F.O. AKINRELE & CO.

3 articles

Following

The general framework of corporate governance can be said to be accountability. The


foundation of accountability is a constant clash between the Agency (Shareholder-wealth
maximising) theory and the Stakeholder theory.[1]The Agency theory was underlined as a
conflict of interest between shareholders and managers in listed companies,[2]in which
“shareholders were considered as the dominant group to discharge corporate accountability
to”[3]. Hence, Managers were appointed as agents to oversee the daily running of the
company. However, this often led to the Managers acting in their own self-interest at the
expense of the shareholders. As a result, the expected gains of the shareholders and the
society were always reduced. This led to various academics such as Berle and Dodd
portraying their views on the most appropriate way to curb the Managers opportunistic
behaviour. Their debate led to the birth of the “Stakeholder theory”. The Stakeholder theory
proposes that the scope of accountability should be wider than Managers only maximising
wealth for their shareholders, to include accountability not only to shareholders but also to
stakeholders in the company.This essay aims to critically analyse the agency theory and the
stakeholder theory, and also consider the different theories practiced in different countries
including but not limited to the United States and Germany. In addition, it discusses how
different companies around the world practice accountability and how they endeavour to
include stakeholders as opposed to only including shareholders in their accountability
process. Finally, this essay will propose the most suitable way to include stakeholders in the
corporate governance accountability process.

Corporate Governance is a system whereby corporate organisations such as companies, are


controlled and directed in order to achieve utmost transparency and accountability. “It is also
a system that endeavours to include the relationships with a broader range of stakeholders
both internal (employees) and external (consumer, suppliers, etc.)”[4]. Hence, corporate
governance can be defined as “the design of institutions that induce or force management to
internalise the welfare of stakeholders”[5]. “The governance of companies and other
organisations is composed of a framework of interlocking values, principles, and practices,
through which boards of directors exercise authority and make decisions in order to achieve
the company’s purpose. Acting in the best interest of the company, the board of directors
need to balance its accountability to shareholders and responsibility to other stakeholders,
with the discretion it grants to management in the day to day running of the company. In
carrying out their duties whilst considering their accountability, the values that must guide the
behaviour and performance of directors are Integrity, Enterprise, Fairness, Transparency,
Accountability, and Efficiency.”[6]

EMERGENCE OF ACCOUNTABILITY AND CORPORATE GOVERNANCE

The concept of accountability is concerned with how agents account for their actions to
Stakeholders. “There are different types of accountabilities at the different levels of
organisations, therefore, different mechanisms for ensuring that Managers appropriately fulfil
their responsibilities are implemented. For example, at management level, managers need to
comply with laws, societal norms, etc., whilst at the governance level, Directors need to
monitor and collaborate with Managers to ensure that their duties are carried out
appropriately.”[7]One of the first problems corporate governance sought to tackle was
accountability. In the early stages, “the nature of control of shareholders over directors was
made more prominent by the dispersion of capital amongst an increasing number of small
shareholders, who were unable to make full use of their rights because they were too widely
dispersed to be able to conduct themselves to make decisions, and paid little attention to their
investments in companies as far as they received adequate benefits.”[8]This problem was
thoroughly examined by Berle and Means in their book ‘The Modern Corporation and private
property’.[9]In their analysis, they concluded that the problem of accountability in
corporations arises from the separation of ownership and control in public corporations. This
problem led to the birth of the Agency theory which is a “system where one or more persons
(the Shareholders) engage other persons (the Directors) to carry out some service on their
behalf, which includes the delegation of some decision-making authority to the agent
(Managers).”[10]

The Agency theory recognised that due to the dispersed shares owned by most shareholders,
there was involuntary hardship in trying to achieve harmony amongst shareholders when
making decisions.[11]As a result, it introduced an administration where the ability to control
and make decisions shifted from shareholders to the board of directors in companies.[12]The
board of directors were a separate entity from the shareholders, who were given the liberty to
carry on business in the company as long as they maximised the shareholders’ wealth,
without involving the shareholders in the process.[13]This approach, at the time, was
effective because in circumstances where the widely dispersed shareholders were involved in
issues concerning the actions and decision making of the board of directors, the capacity to
count on the board of directors would have been watered down. This is because the views of
shareholders may differ in trying to reach a consensus. In addition, managers may be
distracted from the ultimate goal of shareholder wealth maximisation.[14]This theory
encountered a lot of problems. Some of which are; (a) “the desires or goals of the principal
and agent would conflict; (b) it is difficult for the principal to verify what the agent is actually
doing. This is because the principal cannot verify that the agent has behaved appropriately as
managers would often serve themselves, and as a result reduce the expected gains of both the
Company and the society. This can be said to be short-term gains; and (c) the problem of risk
sharing that arises when the principal and the agent have different attitudes towards risk. This
is because the principal and the agent may prefer different actions because of the different
risk preferences.”[15]

This theory led various academic opinions as to the implementation of the way in which a
corporation should be handled. One of which was Professor Berle. In his paper ‘Corporate
Powers as Powers in Trust’[16]he was of the opinion that “all powers granted to a
corporation or a management of a corporation…are necessarily and at all times exercisable
only for the rateble benefit of all the shareholders as their interest appears”[17]. Berle
believed Corporations were simply vehicles for advancing and protecting shareholders’
interests and that corporate law should be interpreted to reflect this principle.[18]Hence, he
suggested that any other account of Corporations’ functions would “defeat the very object
and nature of the corporation itself”[19].

In response to Berle’s position, Professor Dodd in his paper ‘For Whom are Corporate
Managers Trustees’[20]challenged Professor Berle’s position suggesting that “there is in fact
a growing feeling not only that businesses have responsibilities to the community but that our
corporate managers who control the business should voluntarily and without waiting for legal
compulsion manage it in such a way as to fulfil those responsibilities.”[21]Professor Berle
noted that corporate managers paying more attention to the needs of their employees and
consumers, would benefit the shareholders as it would lead to employee satisfaction and
greater productivity which would in the long run lead to increased profits.[22]His arguments
shed light on the fact that corporations were “affected not only by the laws which regulate
business, but by the attitude of public and business opinion as to the social obligation of
business”.[23]For example, he noted that corporate charitable giving, may not instantly profit
the shareholders but would definitely generate good will in the society.[24]

These arguments have created problems and issues as to the school of thought corporations
should implement. It follows that “on the one hand, no one instrument is efficient if managers
are not accountable to shareholders. However, on the other hand, modern markets often cause
managers to consider society’s interest too. Moreover, some governing bodies believe that
not only shareholders are the constituent to whom they are accountable”[25]. Some critics
argue that it has been erected on a single, questionable abstraction that governance involves a
contract between two parties and is based on a dubious conjectural morality that people
maximise their personal utility.[26]In an attempt to resolve the problems to the issues raised,
Jensen proposed the implementation of monitoring incentive schemes to direct the behaviour
of the management,[27]and to curb their opportunistic behaviour. Furthermore, “Professor
Parkinson encourages the idea of a company’s socially responsible behaviour, but does not
specify the criteria of socially responsible acts, which would define the scope of company
accountability to stakeholders.”[28]Following on from Professor Dodd’s position on how a
corporation should be conducted, Professor Berle conceded many years later that the
argument had been settled in favour of Professor Dodd in that “the law allowed Directors
some discretion to consider stakeholders other than corporation’s shareholders.”[29]
The Stakeholder theory, in contrast to the agency theory, was defined by Hill and Jones as a
system where the Manager is the centre of the contractual relationship between a company
and its stakeholders.[30] This theory requires the board of companies to consider the interests
of a wide range of stakeholders, including shareholders rather than acting in the interest of the
shareholders alone.[31]Freeman, who was one of the advocates for the stakeholders’
approach defined stakeholders as “any group or individual who can affect or is affected by
the achievement of an organisations objectives.”[32]In his book, ‘Strategic Management: A
Stakeholder Approach’[33], Freeman categorises Stakeholders into two groups, namely
internal and external stakeholders. Internal Stakeholders include Owners, Customers,
Employees and Suppliers, whilst the External Stakeholders include Governments,
Competitors, Consumer advocates, environmentalists, special interest groups and the media.
This theory in comparison to the standard stakeholder-wealth-maximising firm (Agency
Theory) is concerned with the balancing of the relationships between the individual, the
enterprise and the state. In addition, it “demonstrates its ability both to achieve the multiple
objectives of the different parties and to distribute the value created in ways that maintain
their commitment”.[34]

The theory recognises that the satisfaction of stakeholders’ needs and interests is crucial to
corporate success, and the creation of long-term wealth rather than short-term wealth
practiced by managers in the Agency theory. “It is grounded in continuing shareholder
primacy but differs from the Agency theory because boards are required to take stakeholder
interests into account, explaining their actions to all stakeholders, including the way in which
their decisions have exposed the company to risk.”[35]“In order to achieve stakeholder
accountability, different mechanisms such as; Governance regulations, board of directors,
financial reporting and disclosure, audit committees, external audit and institutional investors,
environmental, social and governance aspects”[36] need to be implemented into the
corporation. In comparison to the agency theory, the stakeholder theory offers a better
approach as to the manner in which a company should be controlled as it establishes the fact
that shareholders cannot be left alone to do as they pleased with their companies. In addition,
to ensure this, the Stakeholder theory introduced checks that made sure shareholders were
being held accountable to a higher standard by the introduction of other members of the
company, as well as the additional societal gains that benefit a company, such as charitable
giving, which may not immediately increase the shareholders wealth, but would generate
good will within society.

The Stakeholder theory, although considered to be a better approach than the Agency Theory,
presents a few challenges board of directors’ face whilst trying to adopt it. Firstly, there are
stakeholders such as consumers, who can be difficult to represent on the board of companies.
Secondly, “the stakeholder theory has a dual legitimacy nature, which is the requirement to
meetthe needs of both the stakeholders and the shareholders. The board of directors no longer
have a single constituency (the shareholders) it has to satisfy, rather, it needs to balance the
potentially conflicting interest of a diverse set of stakeholders.”[37] This is so because what
may benefit one group might be a disadvantage to the other. As a result, it would be
impossible to maximise all stakeholder interests simultaneously. Although the inclusion of
non-owner stakeholder members into a company’s board can improve accountability, it can
also lead to unwanted cost and hardship. “This is because; (1) these changes could
significantly increase the stakeholders’ ability to extract wealth from shareholders, and may
lead to the problem of stakeholder opportunism to the shareholders”.[38](2) “Stakeholders
may not benefit significantly from such radical changes because group internal disagreements
in each stakeholder group, will likely reduce its influence to zero.”[39](3) “Even if
Stakeholders benefits compensate for shareholders’ losses, a company may suffer from
inefficiency of a new form of governance, because Managers’ responsibility “either to
multiple constituencies or to specific constituencies (such as employees) with multiple
internal objectives”[40]may increase agency costs.”[41]

“Practical concerns regarding implementation of stakeholders’ accountability is due to the


inability of the courts to make distinctions between judgments that are in favour of the
shareholders’ interests, or stakeholders’ interests. Despite that, it is usually unclear whether
the corporate decisions are in the Managers’ own interest or that they are decisions which
may disregard corporate interests.[42]As standards of Stakeholder accountability are not
defined, there is a risk that courts may imply that shareholder wealth maximisation is the only
measure.”[43]
THEORIES PRACTICED IN DIFFERENT COUNTRIES

The basic governance model in the United States (US) is the unitary board system, with
predominance of independent outside directors. Generally, “corporate governance in the US
is characterised as market or ‘short term’ shareholder oriented. Managers are monitored by an
external market for corporate control and by boards of directors, usually dominated by
outsiders.”[44]The US governance system aims to separate ownership and control, whilst
ensuring the managers’ coordinate the daily activities of the firm, and are working in the best
interest of the shareholders. The US corporate governance system initially seemed to be
effective, as companies were regulated and controlled without excessive power. As a result,
countries like Germany and France originally adopted the US corporate governance system.
[45]However, over time Germany and France have since departed from the US model. It
should be noted that Germany and the US, have both experienced huge scandals, which
showed flaws in their respective corporate governance practices. Consequently, this
invariably led to inflexible legislative amendments. For example, in the US, after the fall of
the Enron Corporation in 2001, the United States government reacted to the scandal by the
implementation of the Sarbanes-Oxley (SOX) Act[46]2002.

The introduction of the SOX Act highlighted that the procedure of corporate governance
should be under inflexible law and not through discretionary codes, like the stakeholder
theory prescribes. The SOX Act required corporations to carry out procedures such as
internal auditing, and financial disclosure. Compliance with the SOX Act was ensured by the
application of criminal and civil penalties on directors for non-compliance. Although many
companies reported profits from their subsequent compliance with the SOX Act, including
but not limited to better accountability of individuals, reduced risk of financial fraud and
improved accuracy in financial reports, the SOX Act introduced significantly high fees to
corporations for their compliance.[47]

In Germany and France, they adopt a partnership mechanism system between large
corporations and stakeholder groups, which ensures stakeholder accountability. This is where
“employees and banks are represented in the board, giving rise to additional incentives for the
development of corporate governance systems,”[48]as well as ensuring increased
transparency and accountability. The shareholder structure of German companies differs
significantly from the US companies. This is because large organisations such as
governments and banks own most of the shares in large corporations, leaving a small
proportion to individuals.”[49]According to the ‘Monopolkommission Report’,[50]“fewer
than 38% of a German firm’s shares are widely held. 17% of those shares are owned by large
corporations such as banks, 28% of the shares are held by families who are mostly Japanese
or American, whilst the government, individuals and other corporations own the remaining
shares.”[51]This shows German companies are being held accountable by intercorporate
relationships.

Germany’s corporate governance has the following distinctive features. “Firstly, all large
companies i.e. companies with over five hundred employees are required by law to have a
‘two-tier board system’, which consists of a management board and a supervisory board. The
management board consists of members and managers, whilst the supervisory board does not
include acting firm managers. The supervisory board typically appoints the management for a
period of five years. During the five-year period, the management board operates the
company, unless dismissed for misconduct by the supervisory board.[52]The principle behind
the ‘two-tier board system’ is to make sure all stakeholder interests are taken into account.
This creates a situation where all vital decisions cannot be made without all employees being
in agreement. Secondly, companies with over two thousand employees are required to have a
supervisory board that operates a ‘codetermination system’. “One-half of the members of the
supervisory boards of large corporations are appointed by shareholders, while the other half
of the members (directors) are appointed by employees and labour unions. Ties are broken by
the chairman (of the supervisory board) who is appointed by the shareholders.”[53]Finally,
the law permits German banks to vote because they own significant amount of shares in
German companies.”[54]

The German and Japanese systems are characterised as relationship-oriented systems.


Managers there are allegedly monitored by a combination of banks, large corporate
shareholders, and other intercorporate relationships.[55]“These governance systems, in turn,
are usually associated with differences in managerial behaviour and firm objectives. For
example, the German corporate governance system differed from the US system. The
German system mostly included other corporations such as banks on their boards, to monitor
the way the company is governed, enabling them to take action when necessary. Whilst on
the other hand, banks in the US are not present in the daily running of a company. This is
because banks in the US only viewed themselves as providers of short-term finance rather
than supervisors.[56]In addition, Managers are able to ignore short-term gratification and
make important long-term investments.

THEORIES PRACTICED IN DIFFERENT COMPANIES

Some companies around the world implement various mechanisms to ensure accountability
across their boards. For example, “companies in the significant Asian economies i.e.
Singapore, Taiwan, Malaysia, Thailand, Indonesia, Hong Kong and the Philippines, are in the
hands of Chinese families. Nearly half of the share capital invested in Malaysian companies
are owned by Chinese residents and a quarter by foreign controlled companies. In addition, in
relation to Hong Kong and Chinese companies, fewer than twenty families control the local
stock market.”[57]“In the governance of the overseas Chinese companies, the board tends to
play a supportive role to the real exercise of power, which is exercised through relationships
between the key players, particularly between the dominant head of the family and other
family members in key top management positions. Some of these companies are quite diverse
groups with considerable delegation of power to the subsidiary unit, but with the owner-
manager, or a family oriented small group, still holding a strategic hand on the tiller”.[58]

Some of the distinguishing characteristics of Chinese companies are; (a) “the company is
family centric with close family control, (b) it is controlled through an equity stake kept
within the family, (c) it is entrepreneurial in nature, often with a dominant entrepreneur, so
that decision making is centralised with close personal linked emphasising trust and control,
(d) it is paternalistic in management style, in a social fabric dependent on relationships and
social harmony, avoiding confrontation and the risk of the loss of ‘face’, (e) it is strategically
intuitive with the business seen as more of a succession of contracts or ventures, relying on
intuition, superstition, and tough-minded bargaining rather than strategic plans, brand
creation and quantitative analysis.”[59]“With outside shareholders in the minority, the
regulatory authorities emphasise the importance of disclosure and the control of related party
transactions. Although many corporate governance codes require independent non-executive
directors, as seen in Germany, the independence of outside directors is less important to the
owner than their character, trustworthiness, and overall business ability.”[60]Although this
system of corporate governance seems to work for the Chinese, they do experience some
difficulties “such as; increased corruption, insider trading, unfair treatment of minority
shareholders, and total domination by company leaders.”[61]

In Japan, companies are known to practice a unitary system of corporate governance.


“Companies are connected through cross-holdings and with interlocking directorships, where
companies tend to inter-trade extensively, this creates a network called ‘keiretsu’.[62]In this
model, there tends to be a lot of members on the board of directors and are, in effect, the top
layers of the management pyramid.[63]Independent non-executive directors, as practiced in
Germany are quite unusual in this model. Most Japanese companies do not see the need for
such involvement from the outside as they have difficulties comprehending how non-
members operate. They are of the opinion that non-members would not have enough
information about the company to make valid contributions, as opposed to other members
who have been in the company since inception.[64]For example, the directors on the board
might have served with other companies, and in this sense might be able to represent the
interests of downstream agents. This however often means they prioritisethe interests of the
employees over the company’s interests. “This fact was interpreted as employees’ privileges
at the expenses of shareholders, which is now commonly argued to be an indicator of poor
corporate governance”.[65]In addition, Managers often progressed on the basis of tenure
rather than on a performance basis.[66]In Japan, directors are appointed by the board to
represent the company in its dealings with large corporations such as governments, banks and
other companies in the industry. However, the representative directors mostly include; the
chairman, president and other highly ranked directors in the company.[67]This practice is in
contrast with the German model, that allows for representative directors to be appointed to
represent the interests of various stakeholders in the firm, to promote transparency and
accountability.[68]

THE MOST APPROPRIATE WAY TO INCLUDE STAKEHOLDERS

It is evident that the most appropriate way to include Stakeholders in the Corporate
Governance accountability process would be to ensure that a company’s board should
encompass all stakeholders that add value, assume unusual risks and possess beneficial
information for the corporation.[69]“Shareholders still have to be present on the boards
because they ‘create and destroy’ a firm’s value. In addition, employees (including managers)
on the other hand should also be included on boards, as they hold valuable knowledge
relevant to the firm and become valuable shareholders. Consequently, these employees
should be included in the board, along with other outsider-stakeholders such as large
corporations, i.e. banks and the government who can provide strategic information about new
product market opportunities and current technological research, and can also constitute a
system of check and balance on each other.”[70]In addition to this, the German two tier board
system earlier described in this essay should be adopted to play a supervisory role and ensure
checks across the board. This essentially would entail having a management board which
would consist of managers, employees, and a supervisory board which would consist of large
corporations appointed by mostly the Shareholders. This would be a system where the
supervisory board appoints management for a fixed term, during which the management
board manages the company (unless set aside by the supervisory board), and the supervisory
board operates a joint participation system.

The appointment of the supervisory board by mostly the shareholders might seem like a
problem and may support the shareholder-wealth maximising theory. However, when the
shares of the company are widely held as seen in Germany in the Monopolkommission
Report,[71]where “almost 17% of shares are owned by large corporations such as banks, 28%
of the shares are owned by family or management blocks are largely related to Japan and the
US, whilst the government and foreigners own the remaining shares.”[72]This system would
curb the urge for shareholders or managers to serve themselves, and would ensure they are
being held accountable by mostly intercorporate relationships for long-term benefits. It can
be argued that this proposal is flawed as it may be difficult to represent the interest of the
consumers on the board, however, this issue is taken care of by the inclusion of banks who
own shares in the corporation, and at the same time are seldomly customers to corporations.

The accountability process has evolved overtime. This is largely owed to professor Dodd’s
theory in which he confirms that the concept of accountability goes beyond the shareholders,
as managers have proven to be opportunistic. In addition, the goals and methodology of the
Manager often differed from the goals and methodology of the shareholder. In resolution,
Professor Dodd proposed that a corporation has a social economic function as well as a
profit-making function in which all the parties have a stake in the corporation. This position
was confirmed by Professor Berle in his book ‘The 20thCentury Capitalist
Revolution’[73]many years after their original argument. However, corporations till date are
still finding it difficult to properly account for stakeholders across their boards as the term
stakeholders encompasses a broad range of people ranging from shareholders to consumers.
From the forgoing, the most appropriate way to include stakeholders into corporations, would
be to represent all stakeholders that add value to the company. This is including but not
limited to consumers. In addition, the German two-tier board system should be implemented
as it would increase the chance of better accountability, as one arm checks on the other and
most importantly, consumers, who are a difficult group to represent on the board are also
represented through the banks.

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[13] IBID

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[24] IBID

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[27] Chris Hill, Neil Crombie “Accountability to stakeholders in a student-managed


organisation” (2010) (Summarising the position of Jensen, M.C. and W.H. Meckling (1976),
“Theory of the firm: Managerial Behaviour, Agency Costs and Ownership Structure,” Journal
of Financial Economics, 3,4.)

[28] David Kershaw, “Company Law in Context: Text and Materials” 175 (2nded., Oxford
University Press) (2012)

[29] Berle A.A. “The 20thCentury Capitalist Revolution” (New York: Harcourt, Brace and
Co), (1954) at 169.

[30] Hill, C.W.L., and Jones, T.M. (1992). “Stakeholder-Agency Theory”, Journal of
Management Studies, vol.29 no.2, pp. 131-154.

[31] Bob Tricker, “Corporate Governance Principles, Policies and Practices” (2ndEdition,
OUP, 2012) pp. 74

[32] Edward Freeman, “Strategic Management: A Stakeholder Approach “(Pitman) (1984)

[33] IBID

[34] IBID no. 1 pp 3.

[35] IBID no 20.

[36] Niamh Brennan, Jill Solomon, “Corporate Governance, Accountability and Mechanisms
of Accountability: An Overview”, (21(7) Accounting, Auditing and Accountability Journal
885, 889) (2008)

[37] IBID no 20 pp 71.

[38] Alan Meese, “The Team Production Theory of Corporate Law: A Critical as
assessment”, (43 Wm. & Mary L. Rev.1629) (2002)

[39] L. Ribstein, “Accountability and Responsibility in Corporate Governance”, (81 Notre


Dame, L. Rev. 1431) (2006)

[40] IBID
[41] Natalya Mosunova (Adecco Group Russia), “The Content of Accountability in
Corporate Governance” (Russian Law Journal Vol. II Issue 3) (2014)

[42] IBID no30.

[43] IBID

[44] Stephen Kaplan, “Corporate Governance and Incentives in German Companies:


Evidence from top executive turnover and firm performance”, (Volume 1, Issue 1) (1995)

[45] IBID no20

[46] Sarbanes-Oxley Act, 2002.

[47] IBID

[48] Christine A. Malin, Corporate Governance 73 (4thed., Oxford University Press) (2013).

[49] Stephen Kaplan, “Corporate Governance and Incentives in German Companies:


Evidence from top executive turnover and firm performance”, (Volume 1, Issue 1) (1995).

[50] Hauptgutachten der Monopolkommission “The Monopolkommission report” 1988/1989

[51] IBID

[52] Stephen Kaplan, “Corporate Governance and Incentives in German Companies:


Evidence from top executive turnover and firm performance”, (Volume 1, Issue 1) (1995).

[53] IBID

[54] IBID

[55] IBID no. 51

[56] Eisenhardt, K.M. (1989) “Agency Theory: An Assessment and Review” The Academy
of Management Review, 14(1), pp57-74

[57] Bob Tricker, “Corporate Governance Principles, Policies and Practices” (2ndEdition,
OUP, 2012) pp. 162

[58] IBID

[59] IBID

[60] IBID
[61] IBID

[62] IBID pp.157

[63] IBID pp.158

[64] IBID pp.159

[65] Simon Learmount, “Corporate Governance: What can be Learned from Japan?” (O.U.P.)
(2004)

[66] IBID

[67] IBID

[68] IBID

[69] Kaufman, A. and E. Englander “A Team Production Model of Corporate Governance”


(Academy of Management Executive, Vol. 19, No. 3, pp. 9-22.) (2005)

[70] Silvia Ayuso, Antonio Argandona “Responsible Corporate Governance: Towards a


Stakeholder Board of Directors?” [July 2007} WP no 701, 4

[71] Hauptgutachten der Monopolkommission “The Monopolkommission report” 1988/1989

[72] IBID no. 48

[73] Berle A.A. “The 20thCentury Capitalist Revolution” (New York: Harcourt, Brace and
Co), (1954)

Published by

Tobi Ogunba

Associate at F.O. AKINRELE & CO.

Published • 1y

UK CORPORATE GOVERNANCE, STAKEHOLDER INCLUSION, CORPORATE


GOVERNANCE.

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