Beyond the boardroom: governmental perspectives on corporate governance

Purpose - This paper aims to examine corporate governance and consequences of the Sarbanes‐Oxley Act (SOX) in the US from a socio‐political perspective. Design/methodology/approach - The author employs neo‐liberalism and its related mentality of governmentality to develop an analysis of how corporate governance and reforms such as SOX are socially constructed through autonomous agents, including managers and accountants, and various power relationships that comprise government. Findings - This paper theorizes that legislative reform, such as SOX, represents pervasive mechanisms of disclosure, surveillance and power, and an insurance rationality designed to manage the new and significant risks of corporate governance. A framework is established which conceptualizes SOX as the intersection of neo‐liberalism, political rationalities and governmental techniques, and accounting practices which lead to the elements of security, quantification and shareholder value. Through this framework a model of risk as governance is developed that examines SOX through technologies of the self, calculation and insurance, designed to act upon managers using knowledge about control or financial statement weaknesses. Such mechanisms identify corporate governance risks, which can be acted upon by outside experts, such as accountants. Originality/value - The major inference from this paper is that corporate governance research in accounting should pursue new lines of inquiry, which will permit the more profitable extension of existing research. Such inquiry should focus less on empirical corporate governance factors and more on the relationships, and power constructs of corporate governance, as well as how legislative reforms employ tactics to normalize the behaviour of not only managers, but also accountants.