Corporate Governance and Ethics: Shareholder Reality, Social Responsibility or Institutional Necessity?

  • Vincent Dessain Harvard Business School, HBS European Research Center
  • Olivier Meier Université Paris XII, Institut de recherche en gestion
  • Vicente Salas Universidad de Zaragoza


This introduction to the special issue on governance and ethics situates the question in existing theoretical frameworks, highlights stakes and implications, and discusses the different ways in which companies are perceived. New approaches give rise to a more fundamental reflection on a new stakeholder type of governance and the development of ethical conduct. Ethics has thus become one of the reference values upon which a new pact should be built between the various actors of the organization concerning governance. Ethical behaviour in governance is defined as the way in which a companyʼs stakeholders try to manage collective action from the perspective, and in the interest, of the majority, thus avoiding damaging behaviours, and through a better control of the power and responsibilities of the companyʼs managers. In the area of governance, therefore, ethics aims at raising awareness of the othersʼ rights and common needs, by imposing some principles of minimum requirement. From this point of view, ethical governance must be seen as a system of shared and transparent governance which seeks to establish the general frameworks and guidelines for managers of large companies, by enforcing the values of transparency, responsibility and professionalism. For this reason, a stronger link between ethics and governance has to contribute to help the companyʼs stakeholders to behave, in their decisions and actions, in a way which is acceptable, reasonable and in conformity with given values of reference. Nevertheless, notwithstanding these positive actions, it should be stressed that a company forms part of the business world, and as such has to create value and generate profits. Indeed, other reasons should be highlighted, such as the capacity to generate value for the client and all other stakeholders in an equitable and responsible way, thanks to a better and continuous adaptation of its products and services to new needs and market expectations. Contributions to the special issues are also introduced.


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How to Cite
Dessain, V., Meier, O., & Salas, V. (2008). Corporate Governance and Ethics: Shareholder Reality, Social Responsibility or Institutional Necessity?. M@n@gement, 11(2), 65-79. Retrieved from