Corporate governance systems and sustainability: CSR as a factor of convergence between outsider and insider systems

Abstract

In an era of increasing capital mobility and globalisation, the growing integration of financial markets seems to be a key factor of corporate governance convergence. One of the most striking differences between corporate governance systems of different countries is the dissimilarity in the firms’ ownership and control that exists across countries. According to the degree of ownership and control, corporate governance systems can be distinguished in outsider systems (characterised by wide dispersed ownership) and insider systems (characterised by concentrated ownership). The transition from a governance approach founded on the shareholder view and oriented to the optimization of economic performance to a policy founded on the stakeholder view and oriented to the appreciation of the interdependence among economic, social and environmental responsibility, seems to be a factor of de facto convergence between outsider and insider systems of corporate governance. The main finding of this chapter is that the effective integration of CSR, sustainability and leadership makes easier the convergence between insider and outsider corporate governance systems. Leadership starts at board level. Corporate social responsibility (CSR) and sustainability require good corporate governance, grounded on stakeholder engagement, fairness, transparency and accountability. All these principles are related with more externally focused boards and determine a governance approach directed to the growth of sustainable value. In light of the above, this chapter will consider how the social responsibility and the role of the leaders (CEOs, Board of Directors, managers, etc.) can determine a governance approach directed to the growth of sustainable value over time. This is possible through the exploitation of opportunities and the economic and social risk management with which the companies should compete. The achievement of sustainability leadership requires significant changes in the operational guidelines and critical factors for company’s success and it imposes the improvement of the internal control systems intended to provide essential support for responsible governance. Therefore, leadership aiming at sustainability (regardless of the corporate governance system) requires CSR to be transferred from top management to the entire organisation, increasing the ability to manage complexity with respect to articulated goals. So, the corporate social responsibility, if properly realized, tends to be a factor of substantial convergence between the different existing systems of corporate governance.