​​​Does Corporate Governance Include an Obligation to Society as a Whole?

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​​There is an increasing level of debate about whether and to what extent corporations have an obligation to protect the interests of society in general — and not just to their shareholders. This is generally described as corporate social responsibility. A good many companies have recognized a need to do more, and they provide periodic reports describing their activities, such as efforts to reduce carbon emissions.

Today, an individual I respect, Richard Anderson, posted a blog that I want to share here. It's not that I necessarily agree with Richard, but I respect his opinion and want to give it some air. Richard is a recognized force in the corporate governance world and recently completed a study of the causes of the financial crisis for the Organisation for Economic Co-operation and Development (OECD). It is a very UK-centric piece, but the general comments apply equally to the rest of the world.

Some words of explanation to help understand Richard's comments:

  • FRC is the Financial Reporting Council, the U.K.'s independent regulator responsible for promoting confidence in corporate reporting and governance.
  • The U.K., like most of the world, requires companies to comply with the provisions of the national governance framework or explain, in their filings with the regulator, how and why they do not. The majority believe this is more efficient, if not more effective, than the compliance requirements of the U.S. Sarbanes-Oxley Act of 2002.
  • ​​Sir Charles Hogg is the chair of the FRC.
  • Sir David Walker is the former chairman of Morgan Stanley International and was charged by the UK government earlier this year to lead a review of banks' corporate governance.​

I am interested in your views:

  1. Do you believe there is an obligation for companies to prioritize the interests of society over those of the organization and its shareholders?
  2. Do you believe that the "comply or explain" approach is better or worse than the comply and certify requirements under U.S. law?
  3. Do you agree that "External audit is stretched to a point where the degree of reliance that is placed upon it is out of proportion to the amount of work that actually goes into it"?
  4. Finally, do you agree with Richard's view? He says, "We need to see a fundamental change in attitudes towards corporate governance. Boards need to be held accountable for the discharge of their corporate governance responsibilities and this requirement should be enshrined in law in all major business jurisdictions. There needs to be a fundamental re-alignment, at least in societally critical businesses (banks, maybe those that form part of the critical national infrastructure, maybe those that have an impact on life and death such as major chemical businesses with plants near densely populated cities) whereby a new concept of 'assurance' can help non-executives hold the more risk-engaged directors to account."



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