Reasonably good corporate governance.

Abstract

Attempts to determine what constitutes “good” corporate governance have become mired in the quicksand of the ethical conflict between duty and utility, virtue and rights, as well as the fight over for whose good the organization exists. This paper takes a different tack. Drawing upon evidence from the efforts to build and develop the UK code of corporate governance, it argues that the nature of “good” is intractable, but that in the practical world a philosophically pragmatic approach applies, exemplified in the preference for a comply-or-explain approach rather than more formal modes of regulation. Using Toulmin’s (2001) of advocacy the reasonable, in opposition to the rational, it argues that “reasonably good” governance is the best that can be expected, given the contingent nature of organizational life and strategies and the uncertain and potentially fungible benefits of various mechanisms of corporate governance.