A thought-provoking and contentious piece by Dennis M Ray from the University of St Thomas. Not everyone's going to agree with it - there are bits in it that I can't accept - but it's still worth checking out. His Essay Corporate Boards and Corporate Democracy says that corporate governance reforms like Sarbanes-Oxley come after scandals and that's not good enough. They are always followed by a new wave of managers and boards who find more sophisticated ways of getting around the rules.

Ray says corporations are so big that corporate governance needs to take into account the needs of society, not just the property rights of shareholders. Some of his more interesting ideas include having a wider choice of nominees for each board seat, with employees ratifying the votes of shareholders. He also wants a recall process for recalcitrant directors, a process that could be instigated by the board, one-third of the workforce or an unspecified percentage of shareholders. He also wants an ombudsman attached to the board who can hear the concerns of stakeholders.

Sure, some of these notions are problematic. Having employees ratify the votes of shareholders (who after all own the company) could create issues. The needs of employees and shareholders can be miles apart, particularly after say a merger or takeover.

And company directors might be more inclined to ignore stakeholders if there's an ombudsman on the board doing the job already.

Still, it's a piece that's worth checking out. Because as Ray says, a corporate governance regime created in response to crises such as Enron is just not good enough.