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Editorial

Corporate Social Responsibility and CorporateGovernance: Comparative Perspectives

Timothy M. Devinney, Joachim Schwalbach, andCynthia A. Williams

A t its most basic, corporate social responsibility (CSR) isrepresented in the firm’s choices of how it will operatewithin the social, political, legal, and ethical standards of theenvironments in which it finds itself, as well as choices aboutwhere it will and will not operate. As such, a firm’s CSRstrategy is unlikely to be independent, or even separable,from its basic value propositions to its customers, workers,suppliers, shareholders, or other key stakeholders: groupswhich are themselves embedded wholly or partially withintheir own societies (Freeman, 1984). This implies that onecannot understand the CSR strategy and politics of organi-

zations without understanding the nature of the institutionalenvironments in which they choose – or are forced – tooperate. Equally, CSR strategies and policies represent criti-cal aspects of the choices that the firm – or more correctly itsshareholders and managers – makes about how it wants to be governed. This includes who the firm and its managersand owners believe has legitimate claims on the residualrents as well as which stakeholders deserve to have a legallyrecognized voice in corporate decisions. Thus, at both amacro and micro level, the interaction of corporate gover-nance (CG) and corporate responsibility is a topic the editorsfelt worthy of further exploration.

Although the topic of CSR can be traced back to the earliestwork on the origin of the firm (Montes, 2003) and its modernoperationalization being initially laid out in work such asBerle (1931) and Dodd (1932), academic interest in the topichas been decidedly Western in its orientation and narrow inthe conceptualization of what “social responsibility” meanswhen taken in a more international and global context thatgoes beyond post-Westphalian nation states (Devinney,2011). In addition, over time, work on the topic has bifurcatedaway from the link between CSR and the governance struc-ture of the corporation, with some scholars – in areas such aslaw, finance, accounting, and economics – continuing to con-centrate on the formal legal governance and regulatoryrequirements and how they relate to CSR, while scholars in

management, sociology, business ethics, and developmentare more concerned with the link between CSR and manage-rial incentives and behaviors. In formulating this special issueof Corporate Governance: An International Review, our goal wasto bridge this divide in twoways: first, to concentrate on workthat had more of an international comparative flavor in thesense that what was being brought into the discussion was therole of different institutional environments and cultures; andsecond, to emphasize work that linked governance and CSRendogenously; where neither CSR nor CG was viewed as astatic and independent phenomenon. In doing so, we were

not attempting to provide a definitive statement as to therelationship between CG and CSR, but to set the stage for aresearch program that incorporated the two as representingparts of the larger question of who has a right to governanceclaims in the corporation and what the implications of thoseclaims might be.

CORPORATE GOVERNANCE SYSTEMSAND CSR

At a macro level, whether the corporate governance systemgenerally is oriented towards shareholders alone, or towardsa broader stakeholder group, will have implications forfirms’ relationships with societal institutions and sense ofsocial obligations (De Graaf & Stoelhorst, 2013; Gill, 2008;Ioannou & Serafeim, 2012). In a shareholder-focused corpo-rate governance system, directors’ and managers’ fiduciaryobligations run to the company and its shareholders only,as in the United States (Bainbridge, 2003; Hansmann &Kraakman, 2001), Australia (Hill, 2005), and the UnitedKingdom (Williams & Conley, 2005). In contrast, stakeholdersystems of corporate governance, such as in ContinentalEurope, Japan (Aguilera & Jackson, 2003), or India (Cappelli,Singh, Singh, & Useem, 2010), require a more comprehensiveperspective on whose well-being matters and, therefore, how

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to manage the firm (Clarkson, 1995; Donaldson & Preston,1995; Freeman, 1984). Board members and managers mayclearly consider multiple constituents when making deci-sions, so acting to promote the well-being of society is con-sistent with the dictates of good corporate governance inthese countries. However, for multinational corporationswhich operate over many, at times conflicting, societies, thisissue becomes much more complex (Devinney, 2011). Even in

the case of narrow social considerations, it may be that thissharp distinction is blurring, at least as regards fiduciaryobligations as articulated in law. In a number of countrieswith a greater shareholder orientation to corporate gover-nance the failure to consider other constituents is seen to nowpose potentially significant legal risk.

For example, in Canada, the Canadian Supreme Courtrejected the shareholder orientation in favor of a stakeholderperspective in Peoples’ Department Stores Inc. (Trustee of) v.Wise,1 later reaffirmed by that Court’s invocation to compa-nies in BCE Inc. v. 1976 Debenture Holders2 of their legalobligations to act as a “good corporate citizen.” In the UnitedKingdom, Parliament enacted comprehensive reform of company law in 2006 that includes a statutory formulation of fiduciary duties in Section 172.3 That section arguably imple-ments an “enlightened shareholder” corporate governanceregime under which directors are required to take account of a broad range of stakeholders while acting in the interests of a company’s long-term shareholders (Williams & Conley,2007).

It is also the case that in the United States there can be legalrisks from a failure to consider broader interests, specificallyinternational human rights obligations. This risk comes fromthe strong international consensus that such obligations arepart of a company’s responsibilities, instantiated in theUnited Nations Human Rights Council’s approval of theRuggie “Protect, Respect, and Remedy” framework identify-

ing countries’ and companies’ human rights obligations;4

construed together with the holding under company law inDelaware, the predominant state for company incorpora-tions, that directors’ fiduciary duty of loyalty includes attend-ing to the existence of law compliance systems,5 which couldwell include the international human rights law complianceobligations identified in the Ruggie process. Notwithstand-ing these legal developments, though, company directors inAnglo-American companies still predominantly understandtheir fiduciary obligations to be to the shareholders, withpressures from the capital markets and private equity share-holders underscoring that orientation.

A second macro-orientation that affects CSR is how coun-tries address social welfare provision. In countries like theUnited States with more limited protections for labor, ascompared to Europe, or without socialized medicine, compa-nies may be under pressure from variousconstituents to enactprotective corporate responsibility programs to addresssocial problems that can affect the productivity of a compa-ny’s workforce (Aguilera, Rupp, Williams, & Granapathi,2007). Matten and Moon (2008) have called such an orienta-tion “explicit” CSR, since companies communicate explicitlyabout what they are volunteering to do to address socialproblems in such countries. In contrast, in countries with asocial democratic past (such as the UK) (Roe, 2000) or present(such as Continental Europe), legislation requires more pro-

tection of labor and provision of social welfare benefits, socompanies do not need to volunteer to address these under-lying social and economic concerns. Rather, “the entirety of acountry’s formal and informal institutions assign corpora-tions an agreed share of responsibility for society’s interests”(Matten & Moon, 2008:404). This “implicit CSR” orientationenables companies to act in the interest of employees, cus-tomers, suppliers, and communities “merely” by following

the law and acting consistently with social norms (Matten &Moon, 2008). Yet, scholarship using institutional theory putspressure on the notion of “voluntary” CSR, even withinAnglo-American corporate governance regimes. Thus, “insti-tutional theory suggests seeking to place CSR explicitlywithin a wider field of economic governancecharacterized bydifferent modes, including the market, state regulation and beyond” (Brammer, Jackson, & Matten, 2012:7). As so con-ceived, CSR is among a range of institutions with governanceimplications for the corporation and the economy (Brammeret al., 2012:20). CSR as a governance mechanism is anexample of transnational “new governance” regimes thathave been proliferating as sources of business regulation(Blair, Williams, & Lin, 2008; Cashore, 2002; Meidinger, 2006),operating to bring social and environmental standards intosome aspects of business practice.

It is to this strand of institutional theory that JonathanRaelin and Krista Bondy can be understood to contribute intheir ambitious article “Putting the Good Back in Good Cor-porate Governance: The Presence and Problems of Double-Layered Agency Theory.” This article challenges traditionalagency theory as currently understood by exploring whatthe authors call a second layer of agency theory, that between shareholders and society. Thus, the authors assertthat given the implicit “association between value maximi-zation and societal benefit,” shareholders have a role to act asagents for society’s best interests. The authors find evidence

for this second layer of agency implicit in three aspects of theagency theory literature: notions about the importance of“(1) [the] firm’s effective use of societal resources, (2) soci-ety’s ability to control its resources, and (3) [the] shareddesire [of shareholders and society] to limit managerialism”(Raelin & Bondy, 2013:420). Making an argument aboutshareholders as societal agents, the authors “explicitlyconnect shareholders to society through a principal–agentrelationship, conferring duties on shareholders to protectsociety in the course of ensuring profit maximization offirms” (Raelin & Bondy, 2013:420). And yet this second layerof agency issues has its own difficulties, particularly thedifficulties in “(1) society monitoring its agents and (2) mea-suring actions that benefit society.” They conclude with twostructural solutions to represent societies’ interests in thefirm and help solve the measurement issues. These are inde-pendent oversight boards to formalize the representation ofsociety, and requirements that the social purpose of the firm be memorialized in its founding documents, much as is nowrequired in the US in the new organizational form somestates are permitting, the Public Benefit Corporation.

Raelin and Bondy respond directly to the call fromBrammer, Jackson, and Matten to “re-think the private/public boundary,” both in scholarship and practice, recogniz-ing that an institutional view of CSR suggests that it canoperate by “bringing the public interest back into the private

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domain of the corporation (Brammer et al., 2012:20). By pro-viding both structural and theoretical arguments, they havesuggested both why and how to combine corporate gover-nance arrangements shaped by agency theory with a broaderconception of social interests that companies must consider,particularly in today’s context of increasing resource con-straints, necessitating ever more careful stewardship of soci-ety’s resources.

The other conceptual paper in this Special Issue, “(Re-)Interpreting Fiduciary Duty to Justify Socially ResponsibleInvestment for Pension Funds?” by Joakim Sandberg looksat a related concept, and controversy, over shareholders aspurported agents for societal interests, asking whether thefiduciary duties of pension fund trustees can be reinter-preted to require socially responsible investment (SRI).Evaluating the fiduciary duties of pension fund trustees begins from a pragmatic perspective: according to a recentOECD report, “the pension funds of Western countries holdassets equivalent to (on average) 76 percent of the GDP of their respective countries” (Sandberg 2013:436). Given thesize of global pension fund assets (estimated at $24 trillionin 2009), the negative potential of pension funds to exacer- bate market instabilities by their “herding” behavior has been recognized (Financial Services Authority, 2009; Johnson & de Graaf, 2011). Moreover, the positive potentialto advance environmental, social, and governance (ESG)aspects of company practices by pension funds includingESG factors in their investment approaches has led to vig-orous debate within the pension fund and SRI communitiesabout the extent to which pension fund trustees’ fiduciaryduties can be (or need be) re-conceptualized to permit SRI,including debate and initiatives at the United Nations (itsPrinciples for Responsible Investment). Approaching theissue as “a theoretical issue of how far the concept of fidu-ciary can be ‘stretched’ to accommodate SRI,” Sandberg

evaluates the arguments for expanded fiduciary dutiesand finds them lacking as a matter of philosophical andeconomic theory. To the extent that important political orsocial interests would be advanced by pension funds taking better account of ESG factors, he argues that there must be independent statutory obligations put on the pensionfunds – independent of arguments over beneficiaries’ inter-ests, which form the core of trustees’ fiduciary duties. Suchan independent obligation has been enacted in some coun-tries, such as Sweden, France, New Zealand, and Norway(Sandberg, 2013:436).

Sandberg’s article responds to an energetic debate overpension funds’ fiduciary duties, a debate occurring both inpractice and in theory. By carefully evaluating the argumentsfor expanded fiduciary duties, and pointing out their short-comings, he calls upon advocates for expanded fiduciaryduties to articulate with greater clarity and force the ratio-nales for putting obligations on trustees to act as stewardsfor society’s welfare, and not just the welfare, construed inpurely economic terms, of a fund’s beneficiaries. In so doing,Sandberg (implicitly) challenges Raelin and Bondy’s viewthat shareholders can be understood to have obligations asagents of general social welfare. Both articles address a fun-damental question in shareholder-oriented corporate gover-nance systems, though: If companies are managed tomaximize shareholder wealth, what responsibilities do the

shareholders have, or should the shareholders have, for thesocial effects of that management focus?

THE INTERACTION BETWEEN CG ANDCSR WITHIN THE FIRM

The three empirical papers in this Special Issue each respond

to a different challenge: to be more explicit about how CSR is being defined while it is being investigated. Unsurprisingly,these three papers each do well something both William Judge, the Editor of CGIR when this Special Issue was beingdeveloped, and Timothy Devinney, the guest AssociateEditor, calledfor in their prior work: provide clear definitionsof what aspect of CSR is being investigated (Devinney, 2009),and better theoretical justification for the dependent vari-ables being used in the investigation (Judge, 2008). TreatingCSR as the independent variable, Devinney has argued thatthere needs to be much better specification of what is beingstudied and what organizational pathways are (in theory) being activated to lead to the (again, in theory) better financialperformance that he takes as axiomatically interesting as thedependent variable of any firm strategy (Devinney, 2009).Regarding the dependent variable, Judge has recognized thatcorporate governance research generally has used a widerange of dependent variables (Judge,2008). In theone issue ofCGIR in which he made that observation, there were sevencorporate governance articles with seven different depen-dent variables: composition of boards of directors; nationalityof board members; issuance of audit opinions; voluntarydisclosure of information; cash holdings; CSR; and firm per-formance. While each of these variables could be worthstudying, Judge called for corporate governance scholars tothink more carefully about why the variables being studiedmatter. As he put the point “some might even argue that the

key dependent variable of interest involves national out-comes, such as national productivity, distributional equity inwealth, environmental sustainability, and even level ofhuman development. In sum, corporate governance scholarsare still trying to clarify what the specific dependent variable(or variables) should be” (Judge, 2008:ii). While the threeempirical papers in this Special Issue do not answer Judge’smore general challenge to corporate governance research,each of them is clear about what is being studied within the broad ambit of topics that can be considered CSR, and is clearabout why the research matters.

The article by Bo Bae Choi, Doowon Lee, and YoungkyuPark, “Corporate Social Responsibility, Corporate Gover-nance and Earnings Quality: Evidence from Korea,” evalu-ates earnings quality within Korean firms to distinguish between two hypotheses that had been generated by priorresearch: that socially responsible firms had better financialreporting (higher earnings quality) to foster long-termrelationships with important stakeholders (the long-termhypothesis), versus the theory that managers may use CSRstrategically to deflect attention from their own opportunis-tic behavior, including their opportunistic use of moreaggressive financial manipulation and so lower earningsquality; e.g., the managerial opportunism hypothesis. Choiet al. defined CSR narrowly, to reflect the Korean concept ofCSR, as the firm contributing to national economic develop-

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ment and making large charitable contributions (on average,4.8 percent of operating income in 2010) (Choi, Lee & Park,2013:447). They hypothesized that the manipulative use of CSR would be higher within Chaebol firms, and lower infirms without concentrated institutional ownership. Choi etal. used an index published by the Korea Economic JusticeInstitute (KEJI) to evaluate firms’ CSR activities, and calcu-lated abnormal discretionary accruals as a proxy for earn-

ings management.Their results were generally as would be expected (and

perhaps hoped for): earnings quality was higher in firmswith stronger CSR performance, supporting the long-termhypothesis, but lower in Chaebol-affiliated firms, suggest-ing an abuse of CSR to mask managerial opportunism inthose firms. Second, Choi et al. found that domestic long-term investors act as active monitors, weakening the pro-pensity of managers to use CSR to mask opportunism, butthat this salutary effect of long-term investors is not seenwith respect to foreign investors. This last result is particu-larly of note. Corporate governance scholarship within lawhas emphasized board composition and independence askey mechanisms for monitoring corporate management on behalf of shareholders. Choi et al.’s results suggest thatshareholder composition ought to be evaluated carefully aswell for its monitoring capacity, as has recently been sug-gested by Gilson and Gordon in their analysis of “agencycapitalism,” in which they evaluate differences between themonitoring capacity of diversified institutional investorsversus activist shareholders such as hedge funds (Gilson &Gordon, 2013).

The paper by Collins Ntim and Teerooven Soobaroyen,“Corporate Governance and Performance in SociallyResponsible Corporations in South Africa: New EmpiricalInsights from a Neo-Institutional Framework,” combinestheory with empirical investigation to evaluate whether

corporate governance mechanisms can influence the contributions of CSR to corporate financial performance. Recog-nizing that there have been weak and inconsistent resultsfrom the evaluation of CSR as a contributor to better finan-cial performance, Ntim and Soobaroyen hypothesize thatthe association between CSR and better financial perfor-mance can be strengthened through good corporate gover-nance (high levels of accountability, responsibility, andtransparency), such as those set forth in South Africa by theKing Committee’s two reports (King Committee, 1994, 2002)and required (with respect to disclosure) by the Johannes- burg Stock Exchange. As they point out, the King Committeeadopted an “inclusive approach” to corporate governance inSouth Africa, encouraging companies to comply with a broad range of stakeholder and CSR issues, such as advanc-ing black economic empowerment, promoting proactiveenvironmental policies, addressing health, safety, and HIV/Aids issues, acting ethically, and engaging in social invest-ment (Ntim & Soobaroyen, 2013:Appendix). Ntim andSoobaroyen’s research design focused on the 15 largest firmslisted on the Johannesburg Stock Exchange within fiveindustries (basic materials, consumer goods, consumer ser-vices, industrials, and technology/telecoms) over the 2002–2009 period during which the King II Committeerequirements were operative. CSR is measured by disclo-sure with respect to six categories of social information

required by King II; CG is measured by disclosure withrespect to four broad areas (boards, directors, and owner-ship; accounting; risk management, internal audit, andcontrol; and compliance and enforcement) (Ntim &Soobaroyen, 2013:468 and Table 1). For financial perfor-mance, Ntim and Soobaroyen used Tobin’s Q, total sharereturns, and return on assets.

Their findings show that, “on average, better-governed

corporations are [statistically significantly] more likely topursue a more socially responsible agenda” (Ntim &Soobaroyen, 2013:468), as measured by disclosure aboutspecific CSR initiatives. Board diversity, board size, govern-ment ownership, and a greater percentage of independentnon-executive directors all have a statistically significant andpositive effect on disclosure about CSR initiatives, butincreased block ownership and increased institutional own-ership have a negative effect on CSR disclosure. They inter-pret this result “to indicate that institutional shareholdersare more likely to be block owners, who can directly monitormanagers instead of relying on CSR disclosures” (Ntim &Soobaroyen, 2013:468). Finally, while Ntim and Soobaroyenfind the effect of CSR on corporate financial performance(CFP) to be weak and statistically insignificant, they also findthat the higher the corporate governance quality, the morepositive (and now statistically significant) is the link between CSR and CFP. This finding suggests that govern-ments can have strong reasons to pursue efforts to improvethe quality of corporate governance, since “evidence sug-gests that better-governed corporations are more likely to bemore socially responsible,” and that “CG and CSR practices jointly impact positively on CFP” (Ntim & Soobaroyen,2013:468). This finding points to a productive researchagenda, offering a route to potentially explain prior findingsof weak and inconsistent effects of CSR on CFP (Margolis,Elfenbein, & Walsh, 2007; Orlitzky, Schmidt, & Rynes, 2003),

since many studies have not looked at the interaction between CG and CSR and the joint effect on CFP.

The third empirical article, “Do Responsible InvestmentIndices Improve Corporate Social Responsibility?FTSE4Good’s Impact on Environmental Management” byCraig Mackenzie, William Rees, and Tatiana Rodionova,investigates whether the possibility of being included orexcluded from the FTSE4Good index has a significant effecton environmental management practices within firms.Mackenzie et al. take advantage of a number of features of the FTSE4Good process in structuring their investigation.The FTSE4Good index is developed in a multi-stakeholderprocess comprised of investors, CSR experts, and academicswho translate generic CSR standards into a set of preciserequirements, and then a specialized research agency(EIRIS) determines which companies meet the requirements(Mackenzie, Rees, & Rodionova, 2013:495). FTSE4Goodreviews its standards and the composition of firms in theindex every six months, and announces which companieshave been included and which deleted. When it changes itsstandards, FTSE engages with companies that are not com-pliant with the new standards during a “grace period” todiscuss changes, much as activist individual investors andhedge funds have been observed to engage on both corpo-rate governance and CSR issues (Becht, Franks, Mayer, &Rossi, 2009; Dimson, Karakaş, & Li, 2012).




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FTSE4Good strengthened their environmental manage-ment requirements in 2002, and engaged with members thatfailed to meet the new standards, with the threat of exclusionfrom the index if the new standards were not met by 2005.Mackenzie et al. thus used this as a natural experiment toevaluate the effect of index engagement, combined with thethreat of expulsion, and found that engagement by theindex, with the threat of expulsion, significantly increased

the likelihood that a firm would meet the new environmen-tal standards, and found that these effects persisted throughto 2010 (Mackenzie et al., 2013:495). These effects werestrongest in coordinated versus liberal market economies,while overall entrenched owners, including institutionalinvestors, “hindered the CSR investment necessary for com-pliance” (Mackenzie et al., 2013:495). In other words, thethreat of expulsion worked best with firms from coordinatedmarket economies, while entrenchment was a disincentiveeverywhere.

In their findings, they also provide a response to the issueof pension fund responsibilities that motivates the pressureson fiduciary duties that Sandberg (2013) discusses. Ratherthan targeting the fiduciary duties of pension fund trustees,their research suggests that addressing the standards incor-porated into CSR indices, and attending to the procedures of inclusion and exclusion, may be a more effective way foractivist SRI investors (and regulators) to influence manage-ment decision making.

FUTURE DIRECTIONS IN CSR-CGRESEARCH

Taken as a whole, one of the themes that emerges from thiscollection of papers is the role and responsibilities of share-holders in encouraging or resisting CSR efforts, however

defined. If companies are managed to maximize the share-holder wealth from a collection of assets, what responsibili-ties do the shareholders have, or should they have, for thesocial effects that such a management focus generates? Canpension fund trustees make economic decisions about assetallocations for future beneficiaries 10, 20, 30, and 40 years inthe future without considering future risks such as climatechange, natural resource limits, population growth or eco-nomic inequality? Can widely-diversified, global investorsplay any kind of monitoring role over portfolio companies,and, if not, is that a governance concern? Is it a concern thatCSR disclosure is weakened with block-holding institu-tional investors? Does weaker CSR disclosure necessarilymean weaker CSR practices? And are there other unex-plored mechanisms, such as SRI stock or bond indexes, thatcan be used by activist investors and regulators alike toencourage corporate actions to better balance economicstrategies with environmental sensitivity or productivesocial relationships? Underlying many of these questionsis the need to continue to differentiate among differentkinds of investors – particularly institutionalized investors –and to better understand the effects of different investors’activism and engagement (or not) with issues of socialimportance.

Looking at CSR as a governance mechanism, as do insti-tutional theorists, gives rise to a different set of questions.

Governance scholars have begun to evaluate the effects of different types of regulatory approaches on compliancewithin firms and on engagement with the goals of the gov-ernance regime (Conglianese & Nash, 2006; Gunningham& Sinclair, 2009; May, 2005; Parker, 2002; Tyler, 1991). CSRas a governance regime will often incorporate industryself-regulation or multi-stakeholder governance. It has beensuggested that this mode of regulation has the potential to

engender better compliance than traditional “commandand control” regulation (Gunningham & Sinclair, 1999;Parker, 2007; Rupp & Williams, 2011). There is also someevidence that participating over a period of years in anindustry’s CSR initiative can have an effect on firm culture,changing some of the procedures within the firm andchanging some of the taken-for-granted ways of thinking(Conley & Williams, 2011; Eccles, Ioannou, & Serafeim,2012). With the proliferation of new forms of trans-national business regulation (Calliess & Zumbansen, 2010),of which CSR is a prominent example, studies of theeffects on firm culture and engagement with the goals of a governance regime from new governance approaches becomes a research question of first-order importance(Brammer et al., 2012). Business scholars, sociologists,anthropologists, psychologists, and legal scholars all havecontributions to make to this inherently interdisciplinaryresearch task.

When we look at these papers from a more normativeperspective – what managers do and what strategies oractivities lead to what outcomes – we see that they have a lotto offer in terms of research guidance going forward. Theconclusions that arise from much of the managementresearch is that there is most likely a multifaceted and con-tingent relationship between what a firm seeks from usingCSR activities and its various performance outcomes.However, exactly how these facets link together is complex

and not well understood, with some work (e.g., Prior,Surroca, & Tribó, 2008) showing that firms use CSR for morenefarious purposes, while other work (e.g., Surroca, Tribó, &Waddock, 2010) hinting that, if used correctly, CSR reflectsgood managerial actions. As Devinney (2009) notes, there isnothing inherent about CSR that implies that it will be usedfor good or bad purposes; it is simply one reflection ofmanagerial and firm choice that can be influenced quitedramatically by the environment within which it occurs.This is something quite clearly revealed by the work of Choiet al. (2013), Mackenzie et al. (2013) and Ntim andSoobaroyen (2013).

The five papers in this special issue were culled from amuch larger pool of papers that were not only reviewed butalso presented at a workshop preceding the 5th InternationalCSR Conference at Humboldt University-Berlin in 2012. Thepapers evaluated and presented were of very high qualitywith the ones chosen for publication being chosen not onlyfor their quality but also for their positioning vis-à-vis thegoal set out in our initial call for papers. Hence the value ofthe exercise was not simply to publish papers but to helpscholars interested in CSR and CG to interact and improveon what they are doing by engaging in collective action.These papers should therefore be viewed in this light. Theyhelp serve as points of guidance, both theoretically andempirically, for our future research agenda.

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NOTES

1. [2004] 3 S.C.R. 461, para. 42.2. [2008] S.C.R. 560.3. Companies Act 2006, C. 46, Part 10, Chapter 2, The general

duties, § 172.4. See Human Rights Council, Advance Edited Version, Report of

the Special Representative of the Secretary-General on the Issueof Human Rights and Transnational Corporations and OtherBusiness Enterprises, John Ruggie, Guiding Principles on Busi-ness and Human Rights: Implementing the United Nations“Protect, Respect and Remedy” Framework, available at http://www.business-humanrights.org/media/documents/ruggie/ruggie-guiding-principles-21-mar-2011.pdf.

5. Stone v. Ritter, 911 A.2d 362 (Del. 2006).

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Documents

CG CSR.pdf