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There's much ado about corporate governance these days, but what's really being done? The world's most fervent watch- dogs of corporate conduct believe that effective governance is less about boards and bookkeeping than it is about changing attitudes and behaviors—for good. Pursuit of In by Tricia Bisoux illustrations by Stuart Bradford 28 BizEd MARCH/APRIL 2004 B amatter of if a failure of Enron'smagnitudewould happen, but when.Ques- tionable off-book transactions, off-the-charts compensation, conflicts of interest, andmanagerial acts of self-interest and self-preservation have afflict- ed corporations for decades. Enron finally combined them into a perfect storm that would send the giant tumbling and the business world reeling. "Enron wasn't a surprise," saysWayne Shaw, the Helmut Sohmen Dis- tinguished Professor of Corporate Governance at Southern Methodist University's Cox School of Business in Dallas. "It was more a symptom of a long-term problem than the problem itself. That problem is that we seem to have lost control of the managers at the top of organizations." The discussion about governance, of course, is also nothing new. The prototypical December 1992 Cadbury Report in the United Kingdom, written in response to controversy over directors' compensation at high- profile companies, made its recommendations long before corporate scandals became front-page mainstays. In it, the Cadbury committee pro- moted the now-familiar "comply or explain" guideline, which gives com- panies the flexibility to comply with governance standards or explain why if they do not. In his introduction to the report, Sir Adrian Cadbury expressed surprise that his committee's report received any attention at all from the corporate world. challenge to business educators. It's one thing, say scholars, to teach the rights and wrongs of accurate accounting and the need for transparency. It's another to analyze matters of conscience and human nature. setting corporate governance standards. Since Cadbury, organizations devoted to governance have been launched everywhere, from Europe to India to Brazil. Scandals have inspired the U.S. Congress to pass the Sarbanes-Oxley Act of 2002, making good governance a matter of law. Teaching the implications of corporate governance practices presents a seemed framed to catch the headlines," he wrote. "The Committee has become the focus of far more attention than I ever envisaged." Cadbury predicted, with uncanny prescience, that the report would be an important step in "Neither our title nor our work programme The Lessons of Governance Formany educators, teaching corporate governancemay seemlike attempt- ing to assemble a very complex puzzle with many pieces still missing. Compounding the problem, says Shaw of the Cox School, is that the busi- ness community itself can send mixed messages. Often, there are conflicts between the theories of good governance and its practice in the real world. efore 2001, the word "Enron" referred to one of the largest energy companies in the world. After 2001, the term "Enron" forever entered the business lexicon as an instantly understood synonym for fraud, fiasco, and failure upon failures to play by the financial book. The waymany governance scholars see it, however, it was never