Changing patterns of corporate responsibility and accountability
This thesis focuses attention on three central issues facing company law. One, the growth of corporate power and influence in society; two, the adequacy of the traditional concepts of company law; and three, the need to improve existing methods and devise new methods of monitoring the management of companies. The first part of the study seeks to identify the conceptual foundations of modern company law and to analyse how these concepts have permitted the growth and institutionalisation of the company in society. Different attitudes towards, and changing patterns of, corporate responsibility are examined as are demands for greater accountability. In the context of the examination of corporate accountability, the experience of some European countries with employee representation on company boards is evaluated. This is followed by a discussion on the impact of employee representation on the functioning of company law concepts. The second part of the study concentrates on the role of corporate boards in terms of law practice and institutional changes designed to give boards a more effective role in terms of monitoring managements, for example, through non-executive directors and audit committees. The study concludes with an analysis of the role and function of disclosure, accounting and audit in the context of the debate on greater corporate accountability, and in particular, of the American and European experience and of the impact of the European Community's harmonisation programme.