Corporate governance in this country is heading in the wrong direction. The primary reason is that the governance strategies put in place, particularly the independent board required by Sarbanes-Oxley Act, may create turmoil, even animosity or adversarial relationship, in the boardroom. For instance, a strategic proposal that appears risky to an independent board member who believes that he/she has the force of law, may be opposed or denied approval. In addition, the present governance structure is founded on the agency theory of 'classical' economics whereby the relationship between shareholders and management is that of principal and agent. As agent of the shareholders, management is supposed to promote the interest of the principal. 'Classical' economists lead by such luminaries as Nobel Prize laureate, Milton Friedman, believe that management's responsibility to the shareholders is to obtain the maximum profit possible. Unfortunately, this relationship does not exist in the era of large modern corporations where investors, not owners, abound. The foundation of the agency theory are the small English merchants during the pre-Industrial Revolution where ownership is clear and well-defined. This environment has been gone since the turn of the 20th Century. Our proposal calls for a positive approach to corporate governance; a cooperative and supportive, not independent, board; the recognition of employees as key participants in the corporate process and serving as countervailing force in the boardroom against management fraud; the recognition of public trust as a social charter of the corporation and as a shared vision among the key participants of the corporate process - shareholders, management and employees; and making the profitability and success of the corporation as shared vision by these key corporate participants.