Abstract

The paper takes a holistic view of corporate governance (CG) and protection of stakeholders’ rights and interests. It analyzes whether effective boards of directors in addressing shareholders’ interests prove to be effective in guaranteeing the interests of the rest of the firm’s stakeholders. It discusses how corporate governance should be shaped in relation to existing firms, according in particular to some subjective criteria of fairness and fair play. It defines CG and explains the concept by stating its principles and codes as contained in the Organization for Economic Cooperation and Development (OECD). It states that countries such as Nigeria, the United States and the United Kingdom have developed their CG principles with corporate social responsibility (CSR) intent by using as a guideline the OECD principles and other sources of rules and principles of CG which includes the Companies and Allied Matters Act, Investment and Securities Act and a host of others. It states that the concept of CG applies to corporate businesses across the globe by highlighting the importance and specifying the distribution of rights and responsibilities among various corporate stakeholders such as board members, managers, shareholders and outlining the rules and procedures for making decisions. In doing so, it also provides the mechanism by which the company’s objectives are set, ways to achieve these and monitoring performance. The paper acknowledges that CG is a vital issue where a corporate organization is concerned but asserts that it is impossible for an organization to satisfy all stakeholders hence it is best to create a balance between meeting organizational objectives and that of its stakeholders.

Highlights

  • The stakeholder principle has gained increased recognition in corporate governance (CG) in the recent times since the commencement of the separation of ownership and control in corporations, the shareholder model of corporate governance increasingly became associated with agency theory

  • The paper acknowledges that CG is a vital issue where a corporate organization is concerned but asserts that it is impossible for an organization to satisfy all stakeholders it is best to create a balance between meeting organizational objectives and that of its stakeholders

  • It is arguable that given the absence of a clearly stated aim to protect the interests of other stakeholders, directors might not mind selling lower quality products to customers and disclaim responsibility to community for the sole purpose of maximizing shareholders wealth

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Summary

Introduction

The stakeholder principle has gained increased recognition in corporate governance (CG) in the recent times since the commencement of the separation of ownership and control in corporations, the shareholder model of corporate governance increasingly became associated with agency theory This theory holds that managers are the agents of shareholders (or owners) and in their capacity as agents, are obligated to act in the best financial interest of the shareholders of the corporation (Monks & Minow 2004). In view of the above, this paper seeks to examine CG with corporate social responsibility (CSR) intent and protection of stakeholders in corporate organizations by highlighting the importance and specifying distribution of rights and responsibilities among various members of the corporation, such as board members, managers, shareholders and other stakeholders and outlining rules and procedures for making decisions. It aims at examining the structure by which the company’s objectives are set, ways of doing these and monitoring performance

Definition of Corporate Governance
Literature Review
Principles of Corporate Governance
Inside and Outside Stakeholders
Role of Stakeholders in Corporate Governance
Stakeholder Principles
Shareholder Primacy and CS
Arguments against Shareholder Primacy Theory
Argument for Shareholder Primacy Theory
The Stakeholder Theory
10. Conclusion
Full Text
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