The democratization of corporate boards: reconciling legitimacy and efficiency by deliberation

In this paper we argue that the dominant shareholder-centered model of cor-porate governance does not take into account two interrelated developments: the increasing threat to corporate legitimacy in a globalized economy and the growing complexity and dynamics of corporate environments, that potential-ly diminish the efficiency of corporations. Indeed, this model of corporate governance can be regarded as a potential threat to corporate legitimacy and efficiency. To tackle both problems of organizational legitimacy and effi-ciency we suggest to make corporate governance subject to and complement it by democratic processes based on stakeholder participation and communi-cation. So it can serve as a counterweight and corrective to the dominant economic logic underlying corporate structures and processes.