Boards of directors are encouraged to anticipate a renewed focus on corporate responsibility and ethics, which would be grounded at least initially in corporate self-regulation and new governance principles, rather than in new legislation or enforcement policy shifts.

The American Bar Association has defined “corporate responsibility” as referring to “behavior by corporate leaders that conforms with the law and results from the proper exercise of fiduciary duties, as well as ethical behavior beyond that required by minimum legal requirements [emphasis added]. [1] Corporate responsibility is a respected governance doctrine that first emerged in response to deficiencies in governance, leadership, and professional advice that contributed to the Enron-era financial crises. After being dormant for a number of years, it is now poised to make a boardroom comeback.

A new treatment of corporate responsibility principles would differ from their original iteration in the Sarbanes-Oxley Act and the corporate governance and legal ethics principles it prompted. Those laws, regulations, and principles arose from catastrophic bankruptcies that undermined the credibility of financial reporting and deeply weakened financial markets. Many of the Sarbanes-related efforts were thus focused on topics such as internal controls, financial reporting, accounting improvements, and changes to governance oversight and legal ethics.

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