這些討論的第一部分是對公司治理在金融危機形勢下所發揮的關鍵作用的理解。本文首先介紹了不同研究中所討論的公司治理的失敗。研究人員Berrone(2008)和Van Den Berghe(2009)聲稱，當管理層高管從公司退休時，針對管理層股票期權和離職方案所使用的有缺陷的激勵制度，允許該機構承擔比必要的更高的風險。即使在高級官員未能履行職責的情況下，他們仍然被允許帶回家一筆可觀的薪金。 Kirkpatrick(2009)認為，在風險管理方面，公司治理體系存在一些固有的缺陷，金融危機只是世界了解合規和治理項目存在缺陷的一種方式。 Kirkpatrick(2009)進一步指出，大多數銀行在分析公司戰略時沒有考慮任何風險問題。這也是電影《局內人》中反復強調的一點。電影中參與調查小組的人強調，銀行貸款等方式存在固有風險，但他們一再重複做同樣的事情。
The first section of these discussions is the understanding of the critical role that corporate governance played when it came to the financial crises situation. The failure of corporate governance as discussed in different research studies is first presented here. Researchers Berrone (2008) and Van Den Berghe (2009) claimed that the faulty incentive systems which was used with respect to stock options for management and the exit packages when the management executives retired from the company, allowed for the institution to bear a higher amount of risk than was necessary. Even as such situations where the top officials failed in their duties, it was seen that they were still allowed to take home a good salary package. Kirkpatrick (2009) argued that there were some inherent deficiencies in the corporate governance system when it comes to risk management and the financial crises situation was just one way the world came to know about flawed compliance and governance programs. Kirkpatrick (2009) further went on to argued that most banks did not consider any of the risk issues when they came to analysing company strategies. This is also a point repeatedly highlighted in the movie ‘The Insider’. The people in the movie who were part of the investigation panel emphasize how there were inherent risks in the way banks loaned out money and more and yet they repeatedly kept doing the same thing.
They were not worried about retrieving their loans, and sought more high risk money products that were sold on Wall Street. In fact, the risk which should come to light with company financial disclosures did not because of the flawed governance system. Long term sustainability of the system was traded off for short term coverage.The cornerstone of financial governance is the transparency in proceedings especially in the case of financial elements of the company. Researcher Buiter (2009) stated that there was no transparency in any of the financial institutions. Most balance sheet items that indicated the risks and more were not audited properly and in some cases were defended strongly by the management as well. The management according to Sahlman (2009) seemed to operate with lethal incentives. Misleading accounting practices and low quality of work ethics was seen to be cause for issues, “misleading accounting; and, low quality human capital in terms of integrity and/or competence, all wrapped in a culture that failed to provide a sensible guide for managerial behaviour” (Sahlman, 2009, p. 4).