Richard Fairchild, David Gwilliam ${?}^1$ and Oliver Marnet ${?}^2$

University of Bath, School of Management, Bath BA$27$AY$,$ UK$,{?}^1$ University of Exeter, School of Business, Exeter, EX$44$PU$,$ UK$,$ and ${?}^2$ University of Southampton, Southampton Business School, Southampton SO$17$

$1$BJ$,$ UK

Corresponding author email:

o$.$marnet@soton.ac$.$uk

This paper is a case study$-$based investigation of aspects of the current paradigmatic approach to 'good' corporate governance, with its focus on the interlinked roles of internal control and risk management procedures, internal audit and external audit, overseen and coordinated by a formal structure of board committees, in particular the audit committee. The evidence that we adduce from the study of four high$-$profile cases of perceived accounting and governance failure provides limited assurance that this approach will in fact be cost$-$effective or efficient in preventing further such cases of accounting and governance failure. Specifically, issues as to remuneration and fee dependence, lack of relevant knowledge and expertise, social and psychological dependence upon executive management appear to have significantly and negatively affected the quality of decision$-$making of governance gatekeepers. This suggests that further consideration of relevant economic, institutional and cognitive$/$behavioural factors beyond the rational choice model of traditional economics should underpin future developments in required modes and structures of governance. $1.$ From the Abstract

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