Article2015

The cultural grammar of governance: The UK Code of Corporate Governance, reflexivity, and the limits of ‘soft’ regulation

Jeroen Veldman · Hugh Christopher Willmott

43 citations0/0 files storedHuman Relations

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Management and Organizational Studies Corporate Finance and Governance Corporate Governance and Law

Abstract

We identify limits of ‘reflexive governance’ by examining the UK Code of Corporate Governance that is celebrated for its ‘reflexivity’. By placing the historical genesis of the Code within its politico-economic context, it is shown how its scope and penetration is impeded by a shallow, ‘single loop’ of reflexivity. Legitimized by agency theory, the Code is infused by a ‘cultural grammar’ that perpetuates relations of shareholder primacy as it restricts accountability to narrow forms of information disclosure directed exclusively at shareholders. Engagement of a deeper, ‘double loop’ reflexivity allows account to be taken of the historical conditions and theoretical conceptions that shape practices and outcomes of corporate governance. Only then is it possible to disclose, challenge and reform narrow conceptions, boundaries and workings of ‘reflexive governance’.

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References

1976Theory of the firm: Managerial behavior, agency costs and ownership structure 2005A Brief History of Neoliberalism 2014Capital in the Twenty-First Century 1997Organizational Learning: A Theory of Action Perspective 2000Hard and Soft Law in International Governance 2006A brief history of neoliberalism 2003Corporate Governance: Decades of Dialogue and Data 2000Maximizing shareholder value: a new ideology for corporate governance

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