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Corporate Governance: An International Review, 2013, 21(5): 413419

Editorial
Corporate Social Responsibility and Corporate
Governance: Comparative Perspectives
Timothy M. Devinney, Joachim Schwalbach, and
Cynthia A. Williams

t its most basic, corporate social responsibility (CSR) is

represented in the firms choices of how it will operate
within the social, political, legal, and ethical standards of the
environments in which it finds itself, as well as choices about
where it will and will not operate. As such, a firms CSR
strategy is unlikely to be independent, or even separable,
from its basic value propositions to its customers, workers,
suppliers, shareholders, or other key stakeholders: groups
which are themselves embedded wholly or partially within
their own societies (Freeman, 1984). This implies that one
cannot understand the CSR strategy and politics of organizations without understanding the nature of the institutional
environments in which they choose or are forced to
operate. Equally, CSR strategies and policies represent critical aspects of the choices that the firm or more correctly its
shareholders and managers makes about how it wants to
be governed. This includes who the firm and its managers
and owners believe has legitimate claims on the residual
rents as well as which stakeholders deserve to have a legally
recognized voice in corporate decisions. Thus, at both a
macro and micro level, the interaction of corporate governance (CG) and corporate responsibility is a topic the editors
felt worthy of further exploration.
Although the topic of CSR can be traced back to the earliest
work on the origin of the firm (Montes, 2003) and its modern
operationalization being initially laid out in work such as
Berle (1931) and Dodd (1932), academic interest in the topic
has been decidedly Western in its orientation and narrow in
the conceptualization of what social responsibility means
when taken in a more international and global context that
goes beyond post-Westphalian nation states (Devinney,
2011). In addition, over time, work on the topic has bifurcated
away from the link between CSR and the governance structure of the corporation, with some scholars in areas such as
law, finance, accounting, and economics continuing to concentrate on the formal legal governance and regulatory
requirements and how they relate to CSR, while scholars in

2013 John Wiley & Sons Ltd

doi:10.1111/corg.12041

management, sociology, business ethics, and development

are more concerned with the link between CSR and managerial incentives and behaviors. In formulating this special issue
of Corporate Governance: An International Review, our goal was
to bridge this divide in two ways: first, to concentrate on work
that had more of an international comparative flavor in the
sense that what was being brought into the discussion was the
role of different institutional environments and cultures; and
second, to emphasize work that linked governance and CSR
endogenously; where neither CSR nor CG was viewed as a
static and independent phenomenon. In doing so, we were
not attempting to provide a definitive statement as to the
relationship between CG and CSR, but to set the stage for a
research program that incorporated the two as representing
parts of the larger question of who has a right to governance
claims in the corporation and what the implications of those
claims might be.

CORPORATE GOVERNANCE SYSTEMS

AND CSR
At a macro level, whether the corporate governance system
generally is oriented towards shareholders alone, or towards
a broader stakeholder group, will have implications for
firms relationships with societal institutions and sense of
social obligations (De Graaf & Stoelhorst, 2013; Gill, 2008;
Ioannou & Serafeim, 2012). In a shareholder-focused corporate governance system, directors and managers fiduciary
obligations run to the company and its shareholders only,
as in the United States (Bainbridge, 2003; Hansmann &
Kraakman, 2001), Australia (Hill, 2005), and the United
Kingdom (Williams & Conley, 2005). In contrast, stakeholder
systems of corporate governance, such as in Continental
Europe, Japan (Aguilera & Jackson, 2003), or India (Cappelli,
Singh, Singh, & Useem, 2010), require a more comprehensive
perspective on whose well-being matters and, therefore, how

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414

to manage the firm (Clarkson, 1995; Donaldson & Preston,

1995; Freeman, 1984). Board members and managers may
clearly consider multiple constituents when making decisions, so acting to promote the well-being of society is consistent with the dictates of good corporate governance in
these countries. However, for multinational corporations
which operate over many, at times conflicting, societies, this
issue becomes much more complex (Devinney, 2011). Even in
the case of narrow social considerations, it may be that this
sharp distinction is blurring, at least as regards fiduciary
obligations as articulated in law. In a number of countries
with a greater shareholder orientation to corporate governance the failure to consider other constituents is seen to now
pose potentially significant legal risk.
For example, in Canada, the Canadian Supreme Court
rejected the shareholder orientation in favor of a stakeholder
perspective in Peoples Department Stores Inc. (Trustee of) v.
Wise,1 later reaffirmed by that Courts invocation to companies in BCE Inc. v. 1976 Debenture Holders2 of their legal
obligations to act as a good corporate citizen. In the United
Kingdom, Parliament enacted comprehensive reform of
company law in 2006 that includes a statutory formulation of
fiduciary duties in Section 172.3 That section arguably implements an enlightened shareholder corporate governance
regime under which directors are required to take account of
a broad range of stakeholders while acting in the interests of
a companys long-term shareholders (Williams & Conley,
2007).
It is also the case that in the United States there can be legal
risks from a failure to consider broader interests, specifically
international human rights obligations. This risk comes from
the strong international consensus that such obligations are
part of a companys responsibilities, instantiated in the
United Nations Human Rights Councils approval of the
Ruggie Protect, Respect, and Remedy framework identifying countries and companies human rights obligations;4
construed together with the holding under company law in
Delaware, the predominant state for company incorporations, that directors fiduciary duty of loyalty includes attending to the existence of law compliance systems,5 which could
well include the international human rights law compliance
obligations identified in the Ruggie process. Notwithstanding these legal developments, though, company directors in
Anglo-American companies still predominantly understand
their fiduciary obligations to be to the shareholders, with
pressures from the capital markets and private equity shareholders underscoring that orientation.
A second macro-orientation that affects CSR is how countries address social welfare provision. In countries like the
United States with more limited protections for labor, as
compared to Europe, or without socialized medicine, companies may be under pressure from various constituents to enact
protective corporate responsibility programs to address
social problems that can affect the productivity of a companys workforce (Aguilera, Rupp, Williams, & Granapathi,
2007). Matten and Moon (2008) have called such an orientation explicit CSR, since companies communicate explicitly
about what they are volunteering to do to address social
problems in such countries. In contrast, in countries with a
social democratic past (such as the UK) (Roe, 2000) or present
(such as Continental Europe), legislation requires more pro-

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tection of labor and provision of social welfare benefits, so

companies do not need to volunteer to address these underlying social and economic concerns. Rather, the entirety of a
countrys formal and informal institutions assign corporations an agreed share of responsibility for societys interests
(Matten & Moon, 2008:404). This implicit CSR orientation
enables companies to act in the interest of employees, customers, suppliers, and communities merely by following
the law and acting consistently with social norms (Matten &
Moon, 2008). Yet, scholarship using institutional theory puts
pressure on the notion of voluntary CSR, even within
Anglo-American corporate governance regimes. Thus, institutional theory suggests seeking to place CSR explicitly
within a wider field of economic governance characterized by
different modes, including the market, state regulation and
beyond (Brammer, Jackson, & Matten, 2012:7). As so conceived, CSR is among a range of institutions with governance
implications for the corporation and the economy (Brammer
et al., 2012:20). CSR as a governance mechanism is an
example of transnational new governance regimes that
have been proliferating as sources of business regulation
(Blair, Williams, & Lin, 2008; Cashore, 2002; Meidinger, 2006),
operating to bring social and environmental standards into
some aspects of business practice.
It is to this strand of institutional theory that Jonathan
Raelin and Krista Bondy can be understood to contribute in
their ambitious article Putting the Good Back in Good Corporate Governance: The Presence and Problems of DoubleLayered Agency Theory. This article challenges traditional
agency theory as currently understood by exploring what
the authors call a second layer of agency theory, that
between shareholders and society. Thus, the authors assert
that given the implicit association between value maximization and societal benefit, shareholders have a role to act as
agents for societys best interests. The authors find evidence
for this second layer of agency implicit in three aspects of the
agency theory literature: notions about the importance of
(1) [the] firms effective use of societal resources, (2) societys ability to control its resources, and (3) [the] shared
desire [of shareholders and society] to limit managerialism
(Raelin & Bondy, 2013:420). Making an argument about
shareholders as societal agents, the authors explicitly
connect shareholders to society through a principalagent
relationship, conferring duties on shareholders to protect
society in the course of ensuring profit maximization of
firms (Raelin & Bondy, 2013:420). And yet this second layer
of agency issues has its own difficulties, particularly the
difficulties in (1) society monitoring its agents and (2) measuring actions that benefit society. They conclude with two
structural solutions to represent societies interests in the
firm and help solve the measurement issues. These are independent oversight boards to formalize the representation of
society, and requirements that the social purpose of the firm
be memorialized in its founding documents, much as is now
required in the US in the new organizational form some
states are permitting, the Public Benefit Corporation.
Raelin and Bondy respond directly to the call from
Brammer, Jackson, and Matten to re-think the private/
public boundary, both in scholarship and practice, recognizing that an institutional view of CSR suggests that it can
operate by bringing the public interest back into the private

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EDITORIAL

domain of the corporation (Brammer et al., 2012:20). By providing both structural and theoretical arguments, they have
suggested both why and how to combine corporate governance arrangements shaped by agency theory with a broader
conception of social interests that companies must consider,
particularly in todays context of increasing resource constraints, necessitating ever more careful stewardship of societys resources.
The other conceptual paper in this Special Issue, (Re-)
Interpreting Fiduciary Duty to Justify Socially Responsible
Investment for Pension Funds? by Joakim Sandberg looks
at a related concept, and controversy, over shareholders as
purported agents for societal interests, asking whether the
fiduciary duties of pension fund trustees can be reinterpreted to require socially responsible investment (SRI).
Evaluating the fiduciary duties of pension fund trustees
begins from a pragmatic perspective: according to a recent
OECD report, the pension funds of Western countries hold
assets equivalent to (on average) 76 percent of the GDP of
their respective countries (Sandberg 2013:436). Given the
size of global pension fund assets (estimated at $24 trillion
in 2009), the negative potential of pension funds to exacerbate market instabilities by their herding behavior has
been recognized (Financial Services Authority, 2009;
Johnson & de Graaf, 2011). Moreover, the positive potential
to advance environmental, social, and governance (ESG)
aspects of company practices by pension funds including
ESG factors in their investment approaches has led to vigorous debate within the pension fund and SRI communities
about the extent to which pension fund trustees fiduciary
duties can be (or need be) re-conceptualized to permit SRI,
including debate and initiatives at the United Nations (its
Principles for Responsible Investment). Approaching the
issue as a theoretical issue of how far the concept of fiduciary can be stretched to accommodate SRI, Sandberg
evaluates the arguments for expanded fiduciary duties
and finds them lacking as a matter of philosophical and
economic theory. To the extent that important political or
social 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 pension
funds independent of arguments over beneficiaries interests, which form the core of trustees fiduciary duties. Such
an independent obligation has been enacted in some countries, such as Sweden, France, New Zealand, and Norway
(Sandberg, 2013:436).
Sandbergs article responds to an energetic debate over
pension funds fiduciary duties, a debate occurring both in
practice and in theory. By carefully evaluating the arguments
for expanded fiduciary duties, and pointing out their shortcomings, he calls upon advocates for expanded fiduciary
duties to articulate with greater clarity and force the rationales for putting obligations on trustees to act as stewards
for societys welfare, and not just the welfare, construed in
purely economic terms, of a funds beneficiaries. In so doing,
Sandberg (implicitly) challenges Raelin and Bondys view
that shareholders can be understood to have obligations as
agents of general social welfare. Both articles address a fundamental question in shareholder-oriented corporate governance systems, though: If companies are managed to
maximize shareholder wealth, what responsibilities do the

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415

shareholders have, or should the shareholders have, for the

social effects of that management focus?

THE INTERACTION BETWEEN CG AND

CSR 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 being
developed, and Timothy Devinney, the guest Associate
Editor, called for in their prior work: provide clear definitions
of what aspect of CSR is being investigated (Devinney, 2009),
and better theoretical justification for the dependent variables being used in the investigation (Judge, 2008). Treating
CSR as the independent variable, Devinney has argued that
there needs to be much better specification of what is being
studied and what organizational pathways are (in theory)
being activated to lead to the (again, in theory) better financial
performance that he takes as axiomatically interesting as the
dependent variable of any firm strategy (Devinney, 2009).
Regarding the dependent variable, Judge has recognized that
corporate governance research generally has used a wide
range of dependent variables (Judge, 2008). In the one issue of
CGIR in which he made that observation, there were seven
corporate governance articles with seven different dependent variables: composition of boards of directors; nationality
of board members; issuance of audit opinions; voluntary
disclosure of information; cash holdings; CSR; and firm performance. While each of these variables could be worth
studying, Judge called for corporate governance scholars to
think more carefully about why the variables being studied
matter. As he put the point some might even argue that the
key dependent variable of interest involves national outcomes, such as national productivity, distributional equity in
wealth, environmental sustainability, and even level of
human development. In sum, corporate governance scholars
are still trying to clarify what the specific dependent variable
(or variables) should be (Judge, 2008:ii). While the three
empirical papers in this Special Issue do not answer Judges
more 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 clear
about why the research matters.
The article by Bo Bae Choi, Doowon Lee, and Youngkyu
Park, Corporate Social Responsibility, Corporate Governance and Earnings Quality: Evidence from Korea, evaluates earnings quality within Korean firms to distinguish
between two hypotheses that had been generated by prior
research: that socially responsible firms had better financial
reporting (higher earnings quality) to foster long-term
relationships with important stakeholders (the long-term
hypothesis), versus the theory that managers may use CSR
strategically to deflect attention from their own opportunistic behavior, including their opportunistic use of more
aggressive financial manipulation and so lower earnings
quality; e.g., the managerial opportunism hypothesis. Choi
et al. defined CSR narrowly, to reflect the Korean concept of
CSR, 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 in
firms without concentrated institutional ownership. Choi et
al. used an index published by the Korea Economic Justice
Institute (KEJI) to evaluate firms CSR activities, and calculated abnormal discretionary accruals as a proxy for earnings management.
Their results were generally as would be expected (and
perhaps hoped for): earnings quality was higher in firms
with stronger CSR performance, supporting the long-term
hypothesis, but lower in Chaebol-affiliated firms, suggesting an abuse of CSR to mask managerial opportunism in
those firms. Second, Choi et al. found that domestic longterm investors act as active monitors, weakening the propensity of managers to use CSR to mask opportunism, but
that this salutary effect of long-term investors is not seen
with respect to foreign investors. This last result is particularly of note. Corporate governance scholarship within law
has emphasized board composition and independence as
key mechanisms for monitoring corporate management on
behalf of shareholders. Choi et al.s results suggest that
shareholder composition ought to be evaluated carefully as
well for its monitoring capacity, as has recently been suggested by Gilson and Gordon in their analysis of agency
capitalism, in which they evaluate differences between the
monitoring capacity of diversified institutional investors
versus activist shareholders such as hedge funds (Gilson &
Gordon, 2013).
The paper by Collins Ntim and Teerooven Soobaroyen,
Corporate Governance and Performance in Socially
Responsible Corporations in South Africa: New Empirical
Insights from a Neo-Institutional Framework, combines
theory with empirical investigation to evaluate whether
corporate governance mechanisms can influence the contributions of CSR to corporate financial performance. Recognizing that there have been weak and inconsistent results
from the evaluation of CSR as a contributor to better financial performance, Ntim and Soobaroyen hypothesize that
the association between CSR and better financial performance can be strengthened through good corporate governance (high levels of accountability, responsibility, and
transparency), such as those set forth in South Africa by the
King Committees two reports (King Committee, 1994, 2002)
and required (with respect to disclosure) by the Johannesburg Stock Exchange. As they point out, the King Committee
adopted an inclusive approach to corporate governance in
South Africa, encouraging companies to comply with a
broad range of stakeholder and CSR issues, such as advancing black economic empowerment, promoting proactive
environmental policies, addressing health, safety, and HIV/
Aids issues, acting ethically, and engaging in social investment (Ntim & Soobaroyen, 2013:Appendix). Ntim and
Soobaroyens research design focused on the 15 largest firms
listed on the Johannesburg Stock Exchange within five
industries (basic materials, consumer goods, consumer services, industrials, and technology/telecoms) over the 2002
2009 period during which the King II Committee
requirements were operative. CSR is measured by disclosure with respect to six categories of social information

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required by King II; CG is measured by disclosure with

respect to four broad areas (boards, directors, and ownership; accounting; risk management, internal audit, and
control; and compliance and enforcement) (Ntim &
Soobaroyen, 2013:468 and Table 1). For financial performance, Ntim and Soobaroyen used Tobins Q, total share
returns, and return on assets.
Their findings show that, on average, better-governed
corporations are [statistically significantly] more likely to
pursue a more socially responsible agenda (Ntim &
Soobaroyen, 2013:468), as measured by disclosure about
specific CSR initiatives. Board diversity, board size, government ownership, and a greater percentage of independent
non-executive directors all have a statistically significant and
positive effect on disclosure about CSR initiatives, but
increased block ownership and increased institutional ownership have a negative effect on CSR disclosure. They interpret this result to indicate that institutional shareholders
are more likely to be block owners, who can directly monitor
managers instead of relying on CSR disclosures (Ntim &
Soobaroyen, 2013:468). Finally, while Ntim and Soobaroyen
find the effect of CSR on corporate financial performance
(CFP) to be weak and statistically insignificant, they also find
that the higher the corporate governance quality, the more
positive (and now statistically significant) is the link
between CSR and CFP. This finding suggests that governments can have strong reasons to pursue efforts to improve
the quality of corporate governance, since evidence suggests that better-governed corporations are more likely to be
more socially responsible, and that CG and CSR practices
jointly impact positively on CFP (Ntim & Soobaroyen,
2013:468). This finding points to a productive research
agenda, offering a route to potentially explain prior findings
of 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 Investment
Indices Improve Corporate Social Responsibility?
FTSE4Goods Impact on Environmental Management by
Craig Mackenzie, William Rees, and Tatiana Rodionova,
investigates whether the possibility of being included or
excluded from the FTSE4Good index has a significant effect
on 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-stakeholder
process comprised of investors, CSR experts, and academics
who translate generic CSR standards into a set of precise
requirements, and then a specialized research agency
(EIRIS) determines which companies meet the requirements
(Mackenzie, Rees, & Rodionova, 2013:495). FTSE4Good
reviews its standards and the composition of firms in the
index every six months, and announces which companies
have been included and which deleted. When it changes its
standards, FTSE engages with companies that are not compliant with the new standards during a grace period to
discuss changes, much as activist individual investors and
hedge funds have been observed to engage on both corporate governance and CSR issues (Becht, Franks, Mayer, &
Rossi, 2009; Dimson, Karakas, & Li, 2012).

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EDITORIAL

FTSE4Good strengthened their environmental management requirements in 2002, and engaged with members that
failed to meet the new standards, with the threat of exclusion
from the index if the new standards were not met by 2005.
Mackenzie et al. thus used this as a natural experiment to
evaluate the effect of index engagement, combined with the
threat of expulsion, and found that engagement by the
index, with the threat of expulsion, significantly increased
the likelihood that a firm would meet the new environmental standards, and found that these effects persisted through
to 2010 (Mackenzie et al., 2013:495). These effects were
strongest in coordinated versus liberal market economies,
while overall entrenched owners, including institutional
investors, hindered the CSR investment necessary for compliance (Mackenzie et al., 2013:495). In other words, the
threat of expulsion worked best with firms from coordinated
market economies, while entrenchment was a disincentive
everywhere.
In their findings, they also provide a response to the issue
of pension fund responsibilities that motivates the pressures
on fiduciary duties that Sandberg (2013) discusses. Rather
than targeting the fiduciary duties of pension fund trustees,
their research suggests that addressing the standards incorporated into CSR indices, and attending to the procedures of
inclusion and exclusion, may be a more effective way for
activist SRI investors (and regulators) to influence management decision making.

FUTURE DIRECTIONS IN CSR-CG

RESEARCH
Taken as a whole, one of the themes that emerges from this
collection of papers is the role and responsibilities of shareholders in encouraging or resisting CSR efforts, however
defined. If companies are managed to maximize the shareholder wealth from a collection of assets, what responsibilities do the shareholders have, or should they have, for the
social effects that such a management focus generates? Can
pension fund trustees make economic decisions about asset
allocations for future beneficiaries 10, 20, 30, and 40 years in
the future without considering future risks such as climate
change, natural resource limits, population growth or economic inequality? Can widely-diversified, global investors
play any kind of monitoring role over portfolio companies,
and, if not, is that a governance concern? Is it a concern that
CSR disclosure is weakened with block-holding institutional investors? Does weaker CSR disclosure necessarily
mean weaker CSR practices? And are there other unexplored mechanisms, such as SRI stock or bond indexes, that
can be used by activist investors and regulators alike to
encourage corporate actions to better balance economic
strategies with environmental sensitivity or productive
social relationships? Underlying many of these questions
is the need to continue to differentiate among different
kinds of investors particularly institutionalized investors
and to better understand the effects of different investors
activism and engagement (or not) with issues of social
importance.
Looking at CSR as a governance mechanism, as do institutional theorists, gives rise to a different set of questions.

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Governance scholars have begun to evaluate the effects of

different types of regulatory approaches on compliance
within firms and on engagement with the goals of the governance regime (Conglianese & Nash, 2006; Gunningham
& Sinclair, 2009; May, 2005; Parker, 2002; Tyler, 1991). CSR
as a governance regime will often incorporate industry
self-regulation or multi-stakeholder governance. It has been
suggested that this mode of regulation has the potential to
engender better compliance than traditional command
and control regulation (Gunningham & Sinclair, 1999;
Parker, 2007; Rupp & Williams, 2011). There is also some
evidence that participating over a period of years in an
industrys CSR initiative can have an effect on firm culture,
changing some of the procedures within the firm and
changing some of the taken-for-granted ways of thinking
(Conley & Williams, 2011; Eccles, Ioannou, & Serafeim,
2012). With the proliferation of new forms of transnational business regulation (Calliess & Zumbansen, 2010),
of which CSR is a prominent example, studies of the
effects 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 have
contributions to make to this inherently interdisciplinary
research task.
When we look at these papers from a more normative
perspective what managers do and what strategies or
activities lead to what outcomes we see that they have a lot
to offer in terms of research guidance going forward. The
conclusions that arise from much of the management
research is that there is most likely a multifaceted and contingent relationship between what a firm seeks from using
CSR 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, & Trib, 2008) showing that firms use CSR for more
nefarious purposes, while other work (e.g., Surroca, Trib, &
Waddock, 2010) hinting that, if used correctly, CSR reflects
good managerial actions. As Devinney (2009) notes, there is
nothing inherent about CSR that implies that it will be used
for good or bad purposes; it is simply one reflection of
managerial and firm choice that can be influenced quite
dramatically by the environment within which it occurs.
This is something quite clearly revealed by the work of Choi
et al. (2013), Mackenzie et al. (2013) and Ntim and
Soobaroyen (2013).
The five papers in this special issue were culled from a
much larger pool of papers that were not only reviewed but
also presented at a workshop preceding the 5th International
CSR Conference at Humboldt University-Berlin in 2012. The
papers evaluated and presented were of very high quality
with the ones chosen for publication being chosen not only
for their quality but also for their positioning vis--vis the
goal set out in our initial call for papers. Hence the value of
the exercise was not simply to publish papers but to help
scholars interested in CSR and CG to interact and improve
on what they are doing by engaging in collective action.
These papers should therefore be viewed in this light. They
help serve as points of guidance, both theoretically and
empirically, 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 Issue
of Human Rights and Transnational Corporations and Other
Business Enterprises, John Ruggie, Guiding Principles on Business 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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