Corporate governance reform: character-building structures

Abstract

This paper argues that corporate governance reformers in Anglo-American jurisdictions should consider a different approach in their quest for better corporate governance. Traditionally, corporate governance reform has taken a structural approach, tightening the rules around the number of independent directors required on boards and committees and fine-tuning the definition of independence. However, such an approach has failed to achieve effective corporate governance. Moreover, this approach is informed by the arguably discredited assumption that individuals are rational self-interest utility maximizers. This conceptual paper questions why corporate governance scholars and regulators remain uncritical of this assumption and suggests an approach to reform inspired by a different view of human nature. Indeed, incorporating an actor-based approach to reform into existing structures may better achieve effective corporate governance while addressing an unjustified adherence to this flawed assumption.