The Theoretical Framework for Corporate Governance

Abstract

We lack an encompassing and unifying theory of corporate governance. The most popular theoretical framework, Agency Theory, is proving to be a straight jacket: useful in some contexts but quite limiting, particularly when the underlying assumptions do not hold. The Agency Theory led to the evolution of the Anglo-Saxon model of corporate governance that has become the basis for governance codes around the world including in India. Corporate governance theory has tended to look to this theory to guide the decisions of the board of directors in curbing excessive executive power in the hands of management. While useful for this purpose, the Agency Theory provides limited guidance on corporate governance in real life situations which are far more complex. With the blurring of the roles of the principal and the agent, the currently prevalent governance framework, based on the Agency Theory has become self limiting and ineffective. Efforts to supplement the Agency Theory with alternative theoretical frameworks such as the Stakeholder Theory and the Stewardship Theory have, at times, tended to place the board of directors in conflict with their legal obligations to work in the interests of the shareholders. A governance model based on the concept of Trusteeship, while providing fresh insights, suffers from problems in implementation and remains a goal to aim for. These alternative frameworks have, therefore, not been of much practical use to the board members in helping them to decide what constitutes the “right” decision. We need new theoretical insights that will take us towards a comprehensive theory of governance. This paper seeks to revisit the discussion on the various theoretical frameworks for corporate governance and suggests that a new and different framework is required as the underlying theory for corporate governance – one that is based on the concept of maximizing the long term strategic value for an organization. Such a framework is based on viewing the ‘organization as an organism’ with its primary focus on the organization’s longevity and growth only.