Corporate governance, responsible managerial behaviour and CSR: organizational Efficiency versus organizational legitimacy?

Building on corporate governance research and institutional theory, this paper explores interrelationships between the firm's corporate governance, responsible leadership, and corporate social responsibility approaches in different institutional contexts. We present a critique of corporate governance research grounded in agency theory with its focus on corporate social responsibility as mere compliance with rules and regulations. We link different leadership orientations and corporate social responsibility approaches to two key process dimensions of corporate governance related to monitoring and incentives. This analysis builds on previous research that differentiates between governance mechanisms based on strategic as opposed to financial controls and explains how these types of control may be related to responsible managerial behavior and the firm's corporate social responsibility strategies. Building on governance studies grounded in sociology and organizational theory, we further argue that links between corporate social responsibility strategies and corporate governance factors such as boards of directors, ownership patterns, and executive incentives may differ depending on the legal system and institutional characteristics in a specific country. Our discussion suggests that researchers need to develop a more holistic, institutionally embedded governance framework to analyze organizational approaches to corporate social responsibility.