1. What does good Corporate Governance consist of? Could a stronger workers´participation help achieve a European Social Model? Professor Niklas Bruun 11.4.05 Helsinki and Stockholm

2. The ongoing debate on CG n US background: Enron, Worldcom etc n Commission: “Action plan to modernise company law” n OECD Principles of Corporate Governance n International business organisations n National projects n National legislation

3. Different starting points – US and Europe n Different traditions which also emanate from philosophical assumptions and theories n Anglo-American tradition (corporation, enterprise) n Continental Europe (undertaking, establishment)

4. The Liberal Utilitarian Model n Contract Theory n Shareholders are owners, shareholders wealth ultimate goal n Mechanisms free market, market autonomy n Labour seen as a cost factor n Common interests based in law

5. The communitarian view n Social model, social contract n Ownership, bundles of rights n Employees as stakeholders, integrated in the functions of the corporation n Labour not only cost, but investment

6. US Model for improved governance n Employee share ownership shares (ESOP) n Individual employee share option schemes n Trade union ownership n Pension funds and other funds

7. The traditional European model for improved governance n Information and consultation procedures n Representation on the board n Share ownership schemes

8. Historical and ideological roots for information and consultation n Democracy n Socialist theories on work councils n Industrial democracy n Postwar European credibility crisis for big business n Legitimacy for decisionmaking, avoiding conflicts n Dignity and human rights