Corporate governance has a positive link to corporate performance.

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Internationally, over the past few years, much emphasis has been placed on the importance of corporate governance. In a recent study Moxey (2002) argued that there is a growing consensus that corporate governance has a positive link to corporate performance. Countries with high standards of corporate governance practices are more likely to attract international capital. If corporate governance had been deeply flawed, the current level of national productivity could not be achieved.

Generally speaking, large incorporated businesses are usually owned by one group of people (the owners or shareholders) whilst being run by another group of people (the management or the directors). This separation of ownership from management creates an issue of trust, called Agency problem. The management has to be trusted to run the company in the interest of the shareholders and other stakeholders. If information were available to all stakeholders in the same form at the same time, corporate governance would not be an issue at all. With the same information as managers, shareholders and creditors would not worry about the management wasting their money on useless projects; suppliers would not worry about the customer not fulfilling its part of a supply agreement; and customers would not worry about a supplier firm not delivering the goods or services agreed. However, in the real world of imperfect information, each agent will use whatever informational advantage they may have.

Looking at conventional firms, management will usually have an informational advantage over other stakeholders. With more and more questionable business practices appeared governments pretend to tighten the regulation around corporate governance further.

In recent year the term “stakeholder” has been introduced into the language of business ethics. It sounds like going to replace the traditional term “stockholder” in dealing with questions of corporate responsibility (Marcoux, 2000). Shareholder theorists argue that managers should serve the interests of a firm’s owners- shareholders. Whereas many commentators, such as Freeman, have argued that directors should be trying to act in the best interests of stakeholders (such as employees, local community, national interest, customers and suppliers) not just shareholders when making investment appraisal and other decisions.  

According to the shareholder theory, the shareholders lend capital to the managers, who act as their agents in realizing specified objectives. In this role, managers are required to spend corporate funds only in ways that have been authorized by the shareholders. The shareholders theory is often considered simply a managerial obligation to provide the greatest financial returns to shareholders through means that are legal and not deceptive.

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Stakeholder theory asserts that managers have a fiduciary duty not merely to the corporation’s stockholders, but to the corporation’s stakeholders — anyone who has a stake in or claim on the firm. According to the stakeholder theory, managers have a fiduciary duty to give equal consideration to the interests of all stakeholders and to adopt policies that produce the optimal balance among them without violating the rights of any stakeholder (Donaldson, 1995).

On moral grounds there should be some level of equality of treatment between shareholders and other stakeholders. However, the idea of equality of treatment may appear attractive ...

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