Corporate Governance, Intellectual Capital and Value Creation

This paper is a tentative to integrate, using a heterodox approach, the capabilities perspective, that raises the role of the manager's competences, and the incomplete contract perspective, that raises the role of agency problems, to describe how the corporate governance relationships work in high competitive and complex environments. This paper provides a redefinitions and reassessments of corporate governance theoretical models according to the changing nature of the firm. This paper tries to describe the corporate governance relationships by the interaction between authority, as the most valuable source of incentive to offer to the manager for firm-specific investment, and responsibility, as a mechanism to avoid opportunistic behaviors. The interaction between them allows managers to solve hold-up problems at the beginning and, after, moral hazard problems. These two factors balance the incentive problem with the need of a constraint to the manager's activities and explain the way to incentive innovation and managerial creativity to reach firm's success and support value creation processes.