Corporate Governance, Values Management, and Standards: A European Perspective

Abstract

This article brings forward the argument that the practical implementation of a corporate governance code cannot be realized by a compliance program alone. Its relevance in everyday business is determined by the moral values of the company culture. In this context, governance is defined as a company’s resources and capabilities, including the moral resources, to take on responsibility for all its stakeholders. A critical discussion of the agency theory, transaction cost theory, and organization theory shows that such an approach is possible only when a company is not perceived as a maximizing machine for shareholders’ interests but as an economic form of cooperation of internal and external resources and stakeholders. An empiric study on 22 European corporate governance codes shows that the predominant majority of European codes orientate themselves to stakeholders and the company. The discussion of the empirical data reveals six basic principles that determine all European corporate governance codes: shareholder rights, transparency, voting rights, regulation of remuneration, design of organizational structures, and corporate social responsibility.