Integrated Corporate Governance: A Practical Guide to Stakeholder Capitalism for Boards of Directors

The role of company Boards of Directors has never been more crucial – and under review. The major technological, environmental, geopolitical and socio‑economic changes of the past two decades, together with the global humanitarian and economic crisis resulting from the Covid‑19 pandemic, are driving a re‑examination of corporate governance principles and practices, just as they are posing fundamental challenges to public governance.

This profound shift in the operating context of companies is rendering environmental, social, governance and data stewardship (ESG&D) considerations increasingly material to the fundamental purpose of companies – sustainable value creation. As a result, it is eroding the traditional distinction between a shareholder primacy model of corporate governance focused on financial and operational risks and opportunities, on the one hand, and a stakeholder‑driven model of corporate responsibility and citizenship focused on environmental and social risks and opportunities, on the other. The heightened materiality of ESG&D factors requires them to be more fully integrated and internalized into the core strategy, operations and governance of companies rather than segmented and de facto subordinated, as they too often are today.