Repairing the Breach of Trust in Corporate Governance

Abstract

The governance of companies, other than very small ones, operates through a double agency relationship. The first agency relationship is that between owners or stakeholders, on the one hand, and corporate management, on the other. The second agency relationship is that between corporate management and the employees of a firm, including middle managers, who execute its plans and policies. This second relationship has been largely ignored in discussions of corporate governance, yet its effectiveness is essential for achieving a firm's objectives. If employees have limited trust in their companies, the ability of corporate managers to have their intentions executed will be impaired. There is considerable evidence that such trust is today at a low ebb. This paper suggests policies that may help to repair employee trust and in so doing strengthen corporate governance. Its underlying theme is that greater attention to the trust that employees have in managers would help to achieve a long overdue realignment of corporate governance theory and policy.