The article focused on the effectiveness of ethical corporate governance in decision making by
the board of directors of top listed companies. Through the application of grounded theory
approach in analysing data collected via the survey questionnaire, a substantive theory of ethical
corporate governance is developed. The substantive theory developed is based on the
shareholdership model of empowerment to create wealth and stakeholdership model of
expectation to shared values. In term of ethical corporate governance, through organisations
code of conduct and corporate social responsibility policies, companies can reach out to their
broader stakeholdership groups through engagement with stakeholders. Such engagement is
ongoing with shareholdership groups through boards’ accountability to shareholders — the
finding from this study further our understanding of ethical corporate governance issues