Abstract

The US Financial Crisis Inquiry Commission Report stated: “dramatic failures of corporate governance and risk management at many systemically important financial institutions were a key cause of this crisis.” The Lehman Brothers liquidator’s report and other sources explain the systemic deficiencies in the dominant centralized system of corporate governance. Evidence is provided that: (a) Stakeholders possessed knowledge of both systemic and firm specific risks; (b) Centralized governance denied stakeholders engagement to identify and mitigate risks. This leads to the hypothesis that decentralized governance described as “network” governance, provides a basis to reduce the “key cause” of firm and regulatory failure. The hypothesis is supported by system science that has identified the impossibility of reliably regulating complexity without a requisite variety of communication and control channels. We recommend that regulators introduce network governance to provide a requisite variety of stakeholder boards as co-regulators of large complex firms.

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