Corporate Governance and Dysfunctional Board Dynamics

Abstract

Although there is a lot of furore over corporate governance failure in some large companies around the world, Adam Smith found it rather endemic in the system characterised by diffused ownership and consequent separation of ownership from management. Amidst a myriad of theories explaining the nature of the problem, and a plethora of codes as correctives, this paper posits the view that codes are not substitutes for integrity that is rather on the wane.