A new corporate scandal seems to break every day. And not just in America: Canada has its Nortel, Bre-X, Livent, and Hollinger. In this book, Allan Hutchinson insists that a lasting solution to these ills requires more than a rooting out of particular miscreants. We must address the larger organizational structures and culture within which such roguery thrives. What currently passes as “good corporate governance” is a large part of the problem. Hutchinson argues that if we want good corporate citizens, then we must seek a sea change in how we think about corporations, how we constitute them, how we regulate them, and what we expect of them. In light of the enormous power and presence of corporations in Canadian society, there are few more pressing or important items on the contemporary political and social agenda.
The Companies We Keep offers an original and provocative challenge to turn corporations into civic sites for democratic advancement. The whole notion of “governance” implies a public and accountable aspect to the dealings of corporations which recognizes continued wealth creation as well as greater popular participation.
The book situates the existence and activities of large corporations within a more encompassing social, political, and economic context. As well as offering a wide-ranging, comparative, and analytical examination of present governance structures, it offers a series of practical, focussed, and precise recommendations for reform. In short, this book is intended to be as much a detailed contribution to public policy and law reform as it is intended to be a general political and economic critique.
CHAPTER 1: The Companies We Keep: An Introduction
PART ONE: SURVEYING THE SCENE
CHAPTER 2: Looking for Good Company: Bubbles and Blemishes
CHAPTER 3: The Adventures of Company: History and Structure
CHAPTER 4: Closing the Gap: The Democractic State We Are In
CHAPTER 5: Size Matters: From Big to Bigger
PART TWO: TAKING STOCK
CHAPTER 6: On Behalf of Shareholders: Private Property and Social Wealth
CHAPTER 7: The (In)Discipline of Markets: Prophets as Profiteers
CHAPTER 8: A Democracy of Elites: Shareholders as Citizens
CHAPTER 9: The Age of Institutions: Rise and Ruse?
PART THREE: MOVING FORWARD
CHAPTER 10: Little Republics: From Corpocracy to Democracy
CHAPTER 11: The Democractic Corporation: Limits and Liabilities
CHAPTER 12: Board Games: Rights and Responsibilities
CHAPTER 13: Calling the Shots: Matters of Membership
CHAPTER 14: Beyond Form: Transparency and Accountability
CHAPTER 15: The Companies We Want: A Conclusion
APPENDIX 1: The Top Sixty Public and Private Canadian Corporations, 2004
APPENDIX 2: A Comparison of Corporate Government in Capitalist Societies
APPENDIX 3: Chart Sources
“Hutchinson’s arguments [are] a useful primer for those of us who remain convinced that the corporation remains a useful legal construct for mobilizing capital and creating (if not distributing) wealth. His prescriptions reinforce the need for business leadership to restate their social contracts, moving beyond tired, ideological positions to a new level of legitimacy and public acceptance for the corporation as a powerful and self-regenerating vehicle for sustainable enterprise. For that alone, it’s worth a read.”
Edward Waitzer, Chair of the Ontario Securities Commission from 1993 to 1996
“The Companies We Keep offers a clear critique of the ways we theorize and practise corporate governance, and a hopeful set of proposals for change. It is a must read for anyone interested in corporate governance in Canada — and we should all be interested in the subject as the power and influence of corporations expands, and the consequences of how they are governed shapes the governance of society as a whole.”
Joel Bakan, Author of The Corporation: The Pathological Pursuit of Profit and Power