Political philosophy teaches us that the legitimacy of just governance in modern society has two possible sources. In the first instance, we refer to entrepreneurial direction and the founder of the business, who seeks to grow the corporation by virtue of hard work and unique talent, and, by pursuing his personal interest, contributes also to the general interest (Chapter 1). In the second instance, we refer to democracy as an effective technique of governance – a technique which safeguards individual liberty and finally institutionalizes social fragmentation by means of equality of rights, separation of powers, and representation and debate of different interests. Conversely, democracy ensures that the general interest does not supersede particular interests. These two sources of legitimacy are contradictory in that they oppose the concentration and the fragmentation of power. This dialectical contradiction constitutes the template of acceptable governance in modern liberal society in general, and in corporate governance in particular.

Modern man accepts to be governed in the corporation under the same conditions as he accepts to be governed by the other institutions of modernity. Whether a form of governance is just or unjust is a question that can only be answered in the context of modern opinion – what constitutes fairness in corporate governance has to derive from a definition grounded in the norms and values of society. We have shown that the source of legitimacy in governance is twofold: the entrepreneur and democracy.