1、中文 3547 字 出处： Source: DimaJamali, Asem M. Safieddine, MyriamRabbath. Corporate Governance ,Volume 16, Issue 5, September 2008, pages 443459 一、外文原文 Corporate Governance and Corporate Social Responsibility Synergies and Interrelationships INTRODUCTION Corporations have traditionally been conceived as
2、self-centered, profit-maximizing entities constituting the central tenets of capitalism and free market philosophies(Hg, 2007). Until recently, the connections between capitalism, economic growth, and self-interested corporation have largely gone unquestioned in policy circles (Hg, 2007). However, r
3、ecent and monumental corporate scandals and failures have redirected attention to issues of good governance, ethics, trust, and accountability, heightening the debate on topics of corporate governance (CG) and the ethics of economic conduct (Marsiglia and Falautano, 2005).Accordingly, at no time in
4、history have the role and power of the corporation been accorded more popular attention and concern, with the pure profit maximization axiom increasingly called into question. While shareholder value maximization is still a major goal for corporations worldwide, the rise in social activism and the e
5、mergence of new expectations have indeed caused other aspects of corporate performance to be examined alongside financial results. As firms grow in size and influence, they are no longer expected to be mere contributors to the global economy, but rather to reconcile and skillfully balance multiple b
6、ottom lines and manage the interests of multiple stakeholders (Jamali, 2006). There is some recent evidence to suggest that organizations are generally more inclined today to broaden the basis of their performance evaluation from a short-term financial focus to include long-term social, environmenta
7、l, and economic impacts and value added (Hardjono and van Marrewijk, 2001). This is where the concepts of CG and corporate social responsibility (CSR) enter the picture. Under the umbrella of CG, companies are encouraged to promote ethics, fairness, transparency, and accountability in all their deal
8、ings. They are expected to continue generating profits while maintaining the highest standards of governance internally. A firms decisions should also be aligned with the interests of different within and outside the company (Freeman, 1984). Hence, businesses have to also keep their activities attun
9、ed to societys ethical, legal, and communal aspirations. This falls in the realm of CSR, which has attracted increasing attention in recent years in relation to how companies approach their interactions with their various stakeholders from providing quality products and services, to undertaking char
10、itable activities. Much of the previous literature has researched and discussed CG and CSR independently, as being unrelated accountability models, whose guidelines, reporting standards, and oversight mechanisms have evolved separately (Bhimani and Soonawalla, 2005). However, we feel that CG and CSR
11、 are strongly and intricately connected, and that previous literature has fallen short in capturing the nature and essence of this relationship. As Bhimani and Soonawalla (2005) put it, CG and CSR are two sides of the same coin. This paper will explore this relationship in depth； first, theoreticall
12、y, by reviewing the literature and highlighting how this CGCSR relationship has been posited. Through a qualitative study in the Lebanese context, this paper will also investigate managerial interpretation and practical application of CG and CSR, their understanding of the nature of this relationshi
13、p, as well as their efforts at pragmatic integration of each of these two paradigms in their daily operations. LITERATURE REVIEW Corporate Governance Literature This paper will focus on an important and in no way simplistic definition of CG as “the system by which companies are directed and controll
14、ed” (Cadbury, 2000: 8). The control aspect of CG encompasses the notions of compliance, accountability, and transparency (MacMillan, Money, Downing and Hillenbrad, 2004), and how managers exert their functions through compliance with the existing laws and regulations and codes of conduct (Cadbury, 2
15、000). The importance of CG lies in its quest at crafting/continuously refining the laws, regulations, and contracts that govern companies operations, and ensuring that shareholder rights are safeguarded, stakeholder and manager interests are reconciled, and that a transparent environment is maintain
16、ed wherein each party is able to assume its responsibilities and contribute to the corporations growth and value creation (Page, 2005). Governance thus sets the tone for the organization, defining how power is exerted and how decisions are reached. A narrow view of CG portrays it as an enforced syst
17、em of laws and of financial accounting, where socio environmental considerations are accorded a low priority (Saravanamuthu, 2004). There is, however, a broader CG conception, emphasizing every business responsibilities toward the different stakeholders that provide it with the necessary resources f
18、or its survival, competitiveness, and success (MacMillan et al., 2004). As such, managers are primarily accountable toward stockholders whose wealth and fortunes are at stake. But they are also responsible toward employees, suppliers, customers, and communities whose investments in the company are e
19、qually significant in other important respects. Thus, within this broader conception, the interests of all stakeholders are accorded due regard and consideration and posited as constraints on managerial action and shareholder rights (Kendall, 1999； Page, 2005). Other focal elements or ingredients of
20、 good governance include corporate leadership and strategy setting. These aspects involve defining roles and responsibilities, orienting management toward a long-term vision of corporate performance, setting proper resource allocation plans, contributing know-how, expertise, and external information
21、, performing various watchdog functions, and leading the firms stakeholders in the desired direction (MacMillan et al., 2004； Cadbury, 2000； Page, 2005). The leadership and control aspects of CG are thus not mutually exclusive； rather, they go hand in hand, and they both define the extent of power a
22、ccorded to various stakeholders, including executives, managers, employees, and, to a lesser extent, external constituencies and actors (MacMillan et al., 2004). Leaders in this respect should exercise their flair in taking their companies forward, while according due regard to their responsibilitie
23、s to shareholders and stakeholders (Mallin, 2005). Corporate Governance is also intimately concerned with honesty and transparency, which are increasingly expected of the public both in corporate dealings and disclosure (Page, 2005). Investor confidence and market efficiency depend on the disclosure
24、 of accurate information about corporate performance. To be of value in global capital markets, disclosed information should be clear, consistent, and comparable (OECD, 1999). Moreover, transparency and disclosure of information between managers and employees are essential to earn employee trust and
25、 commitment. These factors ensure an accurate and timely reporting of activities, thus providing the necessary underpinning that would facilitate the application of sound governance mechanisms (Cadbury, 2000). While the above focuses primarily on internal governance mechanisms and principles, a holi
26、stic view of CG needs to also account of external governance mechanisms, including the takeover market and the legal system (Denis and McConnell, 2003). Admitting that the legal system is a universally important CG mechanism, providing for the protection of investor rights and enforcement of rules (
27、La Porta, Lopez de Silanes, Shleifer and Vishny, 1998), the market for corporate control becomes salient when there is enough incentive for outside parties to seek control of the firm or, in other words, when internal control mechanisms fail to a large degree (Denis and McConnell, 2003). Given the d
28、ynamic interrelationships among various CG mechanisms, external aspects invariably deserve consideration to provide a contextualized understanding of firm-specific internal CG dimensions. In summary, CG thus generally revolves around a set of universal attributes, including ensuring accountability t
29、o shareholders and other stakeholders (Keasy and Wright, 1997), creating mechanisms to control managerial behavior (Tricker, 1994), ensuring that companies are run according to the laws and answerable to all stakeholders (Dunlop, 1998), ensuring that reporting systems are structured in such a way th
30、at good governance is facilitated (Kendall, 1999), crafting an effective leadership/strategic management process that incorporates stakeholder value as well as shareholder value (Tricker, 1994； Kendall, 1999), and enhancing accountability and corporate performance (Keasy and Wright, 1997). Leadershi
31、p, direction, control, transparency, and accountability attributes thus lie at the heart of sound and effective CG (Huse, 2005； Van den Berghe and Louche, 2005). A variation of these core attributes is articulated in turn in the OECD Principles (1999), listed and described in Table 1. These principl
32、es, originally adopted by the 30 member countries of the OECD in 1999, have become a reference tool for countries all over the world (Jesover and Kirkpatrick, 2005), providing an international benchmark for CG, and specific guidance for policy makers, regulators, and market participants in improving
33、 the legal, institutional, and regulatory framework that underpins CG. These principles have exhibited a good level of adaptability in varying legal, economic, and cultural contexts, and they have served as the basis for various reform initiatives by governments and the private sector in different c
34、ountries (Jesover and Kirkpatrick, 2005). Corporate Social Responsibility Literature CSR on the other hand is a concept that has attracted worldwide attention and acquired a new resonance in the global economy (Jamali, 2006). Heightened interest in CSR in recent years has stemmed from the advent of
35、globalization and international trade, which have reflected in increased business complexity and new demands for enhanced transparency and corporate citizenship. Moreover, while governments have traditionally assumed sole responsibility for the improvement of the living conditions of the population,
36、 societys needs have exceeded the capabilities of governments to fulfill them (Jamali, 2006). In this context, the spotlight is turning to focus on the role of business in society, and companies are seeking to differentiate themselves through engagement in what is referred to as CSR. The World Business Council for Sustainable Development (WBCSD) defines CSR as the commitment of business to contribute to sustainable economic development, working with employees, their families and the local communities
