IntroductionCorporate governance had gain popularity nowadays specially after the collapses of many companies who appeared giant and efficient while actually they were fragile. Expropriation of stakeholders by senior managers is widely evident with the collapses of companies such as Enron which is symbolic of shareholders failure to protect their interests due to asymmetrical information and conflict of interest in board of directors [1]. The inefficiency of corporate governance mechanisms in banks and financial institutions are blamed in each crises. However, after absorbing the impact of failure, many opinions call for re-designing corporate governance mechanisms to ensure board responsibility and accountability, risk management, transparency and disclosure in financial reports [2]. Despite the negative impact of Enron collapse, the case "has done for reflection on corporate governance what AIDS did for research on the immune system" [3]. The ties between executive managers and shareholders were destroyed because of manager's greed and willingness to benefit themselves over shareholders interest. Although shareholders should be supported by board and have a special position in the front line of interest to managers as providers of capital, sometimes board of directors do not choose to act and other times were myopic. Ibid: (p. 6) States:
Boards of Directors often conspired with the executives (because the executives and their friends sat on the Board, controlling the agenda and directing important committees), or failed to exercise sufficient diligence in monitoring the executives; the shareholders, especially large institutional shareholders, paid insufficient attention to the quality of the Boards and to the reports of external auditors.According to stakeholders' theory, managers should make decisions that are in the best interest of stakeholders. However, Jensen[2] criticizes the ability of managers to satisfy all stakeholders at the same time and in this case the theory is "unassailable". As when a manager is trying to maximize shareholders wealth, current profits, market share, future growth in profits can destroy his ability to take the right decision. As "A manager directed to maximize both profit and market share has no way to decide where to be in the range between maximum profits and maximum market share". Managers under the supervision of the board should take all different dimensions in mind for the well-being of the firm and welfare of society. It is necessary to have internal control system to limit managerial actions. He states: (p. 242)
Because stakeholder theory provides no criteria for what is better or what is worse, it leaves boards of directors and executives in firms with no principled criterion for problem solving … it leaves managers and directors unaccountable for their stewardship of the firm's resources. With no criteria for performance, managers cannot be evaluated in any principled way. Therefore, stakeholder theory plays into the hands of selfinterested managers allowing them to p...