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Different Thoughts Contributed to Debate on Corporate Accountability

Kurumsal Sorumluluk Tartışmalarına İlişkin Farklı Görüşler

Ahmet Yılmaz

Corporate governance has remained on the business agenda since the beginning of the 19th century. In 1920s abuse of American companies’ managers caused to collapse of the stock market that led to great depression. This situation motivated Berle and Dodd, who laid foundations of shareholder theory and stakeholder theory, to commence a debate on the issue of corporate accountability. And until today, differences in approaches of business people, politicians and academics to corporate accountability caused to develop different types of corporate tools. However, the fact that none of these approaches could succeed to prevent crises proved that no real progress has been made in this area since Berle and Dodd.

Corporate Accountability, Shareholder Theory, Stakeholder Theory, Corporate Social Responsibility.

Kurumsal yönetim, 19. yüzyılın başından bu yana iş dünyasının gündemindedir.1920’lerde Amerikan şirket müdürlerinin yetkilerini kötüye kullanması sebebiyle borsa çökmüş ve büyük buhran meydana gelmiştir. Bu durum, Berle ile Dodd’u kurumsal hesap verilebilirlik hakkında bir tartışma başlatmaları için harekete geçirmiş ve bu suretle pay sahibi teorisi ve paydaş teorisinin temelleri atılmıştır. Bu tartışmadan sonra günümüze kadar iş adamları, akademisyenler ve politikacıların kurumsal hesap verilebilirlik konusuna farklı açılardan yaklaşmış olmaları, çeşitli kurumsal yönetim araçlarının gelişmesini sağlamıştır. Bununla birlikte bu farklı yaklaşımların yakın tarihteki krizleri engellemekte başarısız olduğu gerçeği Berle ve Dodd’ tan sonra bu alanda gerçek bir ilerleme kaydedilmediğini göstermiştir.

Kurumsal Hesap Verilebilirlik, Pay Sahibi Teorisi, Paydaş Teorisi, Kurumsal Sosyal Sorumluluk.

1. INTRODUCTION

The governance of a corporation has been discussed in the business world since the 19th century. Since that time several definitions have been made. In simple words, ‘corporate governance is the system by which companies are directed and controlled.’1 However, it is hard to give an exact definition of corporate governance. The underlying reason of this fact arises from various approaches of corporate governance by different groups. While, the business people are likely to focus on the aspect of accounts and financial reporting the politicians widely think that it is in existence for stakeholder economy. However, the academics add morality and efficiency issue in addition to the view of the politicians for sustainable governance. Although they approach the corporate governance debate from different sides, they all have the same aim which is running a company better. To achieve this goal, many efforts have been spent since 1930s by establishing principles, strategies, regulations and theories. However, after Berle and Dodd’s debate which came up as a response to the great depression in 1930s, none of these works have really reached an appreciable success. All these efforts could not prevent big economic crises and scandals occurring in various countries among the world.

The goal of this work is to provide an understanding of lack of ideal corporate governance, and why good corporate governance cannot be a cure for every problem. It will become evident by showing some examples of shortcomings of theories, crises and the difference in approach from country to country by different parts of these countries. In order to accomplish this goal, it will include mainly three parts; foundation of corporate accountability, different perspectives to corporate governance and their shortcomings, and a conclusion including both outcomes of different approaches and suggestions. Also, it purports to make mention of tools of corporate governance briefly, in order to make a clearer idea.

2. FOUNDATIONS OF CORPORATE ACCOUNTABILITY

During 1920s, few large scale companies, which have a wide dispersed ownership structure, were dominating the American economy. Additionally, at that time, the regulation of the US corporate movement was not consistent with individual states and did not suffice to sustain corporate accountability. The managers, who had complete power over companies, abused their powers by manipulating companies’ incomes and hiding information from shareholders. This lack of accountability became one of the main reasons in collapsing of the stock market and the great depression.2