Together and Apart: Exploring Structure of the Corporate–NPO Relationship

Financially significant relationships between corporations and non-profit organizations (NPOs) have increased in recent years. NPOs offer access to interests and ideologies that are lacking within most for-profit organizations. These partnerships form a unique bridge between for-profit and non-profit goals and offer significant potential to produce innovative ways of “doing business by doing good.” Exploration of the structural implications of these relationships, however, has been limited. The potential for ideological imbalance in these relationships, particularly for the NPO, has been poorly described. We explore the structure of Corporate–NPO relationships from the NPO's perspective under high pressure conditions such as large relational investments or negative pressure from stakeholders. Using data collected from 20 NPOs in Australia, we identified the use by NPOs of both formal and informal governance mechanisms within their partnerships. These mechanisms acted to align and defend important goals of the NPO. They allowed the NPO and their corporate partners to be simultaneously “together and apart.” Our study offers important insight toward the study of cross-sector relationships and the role of governance mechanisms.     

Corporations and NGOs: When Accountability Leads to Co-optation

Interactions between corporations and nonprofits are on the rise, frequently driven by a corporate interest in establishing credentials for corporate social responsibility (CSR). In this article, we show how increasing demands for accountability directed at both businesses and NGOs can have the unintended effect of compromising the autonomy of nonprofits and fostering their co-optation. Greater scrutiny of NGO spending driven by self-appointed watchdogs of the nonprofit sector and a prevalence of strategic notions of CSR advanced by corporate actors weaken the ability of civil society actors to change the business practices of their partners in the commercial sector. To counter this trend, we argue that corporations should embrace a political notion of CSR and should actively encourage NGOs to strengthen “downward accountability” mechanisms, even if this creates more tensions in corporate–NGO partnerships. Rather than seeing NGOs as tools in a competition for a comparative advantage in the market place, corporations should actively support NGO independence and critical capacity.     

Corporate Responsibility in Scandinavian Supply Chains

This article examines corporate responsibility in the supply chains of four of the largest Scandinavian multinational corporations – IKEA, Nokia, Novo Nordisk, and StatoilHydro – and offers two key findings. First, these Scandinavian companies have all implemented responsible supply chain practices where suppliers in developing nations, and the communities of these suppliers, are engaged as key stakeholders and treated as partners. Second, these supply chain practices all share the common bond of having honesty and the establishment of trust-based relationships at their foundation. As a result, these Scandinavian companies have developed a “cooperative advantage” in their ability to form successful, long-term partnerships in their respective supply chains.     

MNC Strategic Responses to Ethical Pressure: An Institutional Logic Perspective

In this study, we aim to investigate how multinational corporations (MNCs) balance ethical pressures from both the home and host countries. Drawing on theories from institutional theory, international business, and business ethics, we build a theoretical framework to explain the ethical behavior of MNCs. We apply the institutional logic concept to examine how MNCs with established logics and principles that have grown in the home country respond to local ethical expectations in the host country. We differentiate the core values from the peripheral components of a MNC’s institutional logic and propose that a MNC will pursue distinctive ethical strategies under different scenarios and choose the “right” configuration of core values and peripheral components that align with institutional environment in host countries.     

Enlightened Corporate Governance: Specific Investments by Employees as Legitimation for Residual Claims

While much has been written on specificity (e.g., in texts on new institutional economics, agency theory, and team production theory), there are still some insights to be learnt by business ethicists. This article approaches the issue from the perspective of team production, and will propose a new form of corporate governance: enlightened corporate governance, which takes into consideration the specific investments of employees. The article argues that, in addition to shareholders, employees also bear a residual risk which arises due to their specific investments. This residual risk presents a valid and legitimate basis for residual claims. In this way, employees can be seen as residual claimants due to the fact that their income depends upon a hazardous quasi rent. Therefore, this article will call on the fiduciary duty of board members to protect those employees who are exposed to such residual risks and may thus be vulnerable as a result. This leads to a fundamental change of perspective on the “theory of the firm” – a change which will adopt the theories of new institutional economics, agency theory, and team production theory in order to promote business ethics research. Against this background, enlightened corporate governance aims to follow the criterion of specific investments as a legitimate basis for residual claims. Furthermore, it seeks to understand the consequences for board members, and to promote the sharing of control and ownership. The article will close with some discussion of the implications and future prospects for business ethics.     

Private Firms and Corporate Governance: An Integrated Economic and Management Perspective

This article provides a definition of corporate␣governance and highlights the challenges in adapting understanding of governance to the privately-held firm. We emphasize the need to develop the scope of governance in privately-held firms beyond the traditional agency theory focus in the financial economics literature relating to large publicly-listed corporations. There is a need to draw on and integrate an array of theoretical perspectives from both economics and other social science disciplines as well. We present a schematic model of corporate governance which places the contributions presented in the special issue in context and which serves as a guide to highlighting gaps in the research base. We review the principal issues relating to corporate governance in privately-held firms which relate to: governance in different organizational contexts (institutional context; the industrial sector within which the firm finds itself, the ownership context of the firm, and the stage within the firm’s life-cycle); the scope of corporate governance; and other internal governance mechanisms to be considered We identify areas for further research on corporate governance in privately-held firms with respect to processes of governance, organizational contexts, assumptions about the owners, executive remuneration, financial reporting, the nature of the dependent variable relating to the expected outcome of different approaches to governance and various methodological issues. We suggest a need to develop governance codes for privately-held firms that are flexible enough to take account of the different types of governance needs of firms at different stages in their life-cycle.      

Galvanising Shareholder Activism: A Prerequisite for Effective Corporate Governance and Accountability in Nigeria

Shareholder activism has been largely neglected in the few available studies on corporate governance in sub Saharan Africa. Following the recent challenges posed by the Cadbury Nigeria Plc, this paper examines shareholder activism in an evolving corporate governance institutional context and identifies strategic opportunities associated with shareholders’ empowerment through changes in code of corporate governance and recent developments in information and communications technologies in Nigeria; especially in relation to corporate social responsibility in Nigeria. It is expected that the paper would contribute to the scarce literature on corporate governance and accountability in Africa. Olufemi Amao (LLM, Warwick; LLM, Ibadan, Nigeria; LLB, OAU, Nigeria; BA, Ilorin, Nigeria; BL, NLS) is a PhD candidate at the Faculty of Law, University College Cork, Ireland. He is a recipient of the President PhD Scholarship and the Department of Law Scholarship. His current research interests include Corporate Social Responsibility, Corporate Governance, Multinational Corporations and Human Rights. Kenneth Amaeshi is a Research Fellow at Warwick Business School. His research interests include commercialisation of intellectual property assets; governance of global innovation networks; R&D partnerships; sustainable innovation; multinational corporations and corporate social responsibility in developing economies. He is currently studying comparative political economy of corporate stakeholding and corporate social responsibility. He is the 2007 winner of the International award for excellence in the field of interdisciplinary social sciences, awarded by the international journal of interdisciplinary social sciences (Australia/USA).     

Corporate Moral Legitimacy and the Legitimacy of Morals: A Critique of Palazzo/Scherer’s Communicative Framework

The article offers a critical assessment of an article on “Corporate Legitimacy as Deliberation” by Guido Palazzo and Andreas Scherer in this journal. We share the concern about the precarious legitimacy of globally active corporations, infringing on the legitimacy of democracy at large. There is no quarrel with Palazzo/Scherer’s diagnosis, which focuses on the consequences of globalization and ensuing challenges for corporate social responsibilities. However, we disagree with the “solutions” offered by them. In a first step we refute the idea of a legitimacy of morals, maintaining that morality is a premodern mode of creating legitimacy. Even worse, moral is becoming a dangerous commodity under conditions of fundamental global disagreements and antagonisms. We secondly refute the concept of the “politicized corporation”, maintaining that Palazzo/Scherer disregard the consequences of functional differentiation of modern societies and, in particular, disregard the wisdom of political restraint and constitutional guarantees for the autonomy of different spheres of society. Finally, we refute a seemingly romantic notion of deliberation, maintaining that deliberation and deliberative democracy is a worthy idea, which, however, has no place in the real world of globalized contexts. On the other hand, we also find enough common ground and common concern with Palazzo/Scherer to validate a fruitful discourse. Prof. Dr. Helmut Willke holds a chair for State theory and Global Governance at the Department of Sociology of the University of Bielefeld, Germany. He has published eighteen books, and in 1994 has been award the (German) Leibniz prize. His research areas are systems theory, system governance, global governance and knowledge management. Prof. Dr. Gerhard Willke is professor of economics at the University of Applied Sciences at Nuertingen, Germany. He has published six books and numerous articles. His research areas are economic theory, theory of capitalism, political economy and employment policy.     

The Prospect of Infrastructure Public‐Private Partnerships in Kuwait,Saudi Arabia,and Qatar: Transforming Challenges into Opportunities

This article examines the prospect of using infrastructure public‐private partnerships (PPPs) within Kuwait, Saudi Arabia, and Qatar in light of the drastic drop in oil prices since mid‐2014. It argues that, while PPPs appear to be a strategic policy option for the three Gulf Cooperation Council (GCC) states to tackle growing fiscal deficits, these states are constrained by numerous governance‐related, administrative, and regulatory challenges that make PPPs problematic. Effective implementation of the inherently complex and contractual PPP policy requires addressing the existing institutional, economic, bureaucratic, and cultural constraints within these three states. This article concludes with recommendations to mitigate these challenges, that require serious political will and sufficient time to yield positive results, and to attract international investors and contractors to the Gulf region. © 2016 Wiley Periodicals, Inc.     

The Influence of Corporate Psychopaths on Corporate Social Responsibility and Organizational Commitment to Employees

This study investigated whether employee perceptions of corporate social responsibility (CSR) were associated with the presence of Corporate Psychopaths in corporations. The article states that, as psychopaths are 1% of the population, it is logical to assume that every large corporation has psychopaths working within it. To differentiate these people from the common perception of psychopaths as being criminals, they have been called “Corporate Psychopaths” in this research. The article presents quantitative empirical research into the influence of Corporate Psychopaths on four perceptual measures of CSR and three further measures of organizational commitment to employees. The article explains who Corporate Psychopaths are and delineates the measures of CSR and organizational commitment to employees that were used. It then outlines the research conducted among 346 corporate employees in Australia in 2008. The reliability of the instrument used is commented on favorably in terms of its statistical reliability and its face and external validity. Results of the research are described showing the highly significant and negative influence of Corporate Psychopaths on all of the measures of CSR and of organizational commitment to employees used in the research. When Corporate Psychopaths are present in leadership positions within organizations, employees are less likely to agree with views that: the organization does business in a socially desirable manner; does business in an environmentally friendly manner and that the organization does business in a way that benefits the local community. Also, when Corporate Psychopaths are present in leadership positions within organizations, employees are significantly less likely to agree that the corporation does business in a way that shows commitment to employees, significantly less likely to feel that they receive due recognition for doing a good job, to feel that their work was appreciated and to feel that their efforts were properly rewarded. The article argues that academics and researchers in the area of CSR cannot ignore the influence of individual managers. This is particularly the case when those managers have dysfunctional personalities, or are actually psychopaths. The article further argues that the existence of Corporate Psychopaths should be of interest to those involved in corporate management and corporate governance because their presence influences the way corporations are run and how corporations affect society and the environment.     

Does Good Governance Matter to Institutional Investors? Evidence from the Enactment of Corporate Governance Guidelines

Corporate governance guidelines are a mechanism that a firm can enact which should reduce agency costs and better align the interests of boards and the suppliers of capital. This study examines stock price reactions primarily attributable to institutional investors occurring when corporations announce the enactment of corporate governance guidelines. A final sample of 77 firms was derived from the first announcement of corporate governance guidelines exclusive to the SEC-EDGAR database. The results indicate that good governance does matter. Firms that announced the enactment of corporate governance guidelines experienced increased stock prices following the announcements. There was an immediate (days 1–4) reaction for firms that provided all or part of the guidelines’ substance; a delayed (days 8–10) reaction occurred for those firms that only referenced the guidelines’ enactment. Additionally, firms with either a potentially greater following or that had a previous history of acrimonious relations with stakeholders were rewarded by the announcement of the enactment of guidelines.     

Corporate Governance Reforms: Redefined Expectations of Audit Committee Responsibilities and Effectiveness

Comprehensive regulatory changes brought on by recent corporate governance reforms have broadly redefined and re-emphasized the roles and responsibilities of all the participants in a public company’s financial reporting process. Most notably, these reforms have intensified scrutiny of corporate audit committees, whose role as protectors of investors’ interests now attracts substantially higher visibility and expectations. As a result, audit committees face the formidable challenge of effectively overseeing the company’s financial reporting process in a dramatically changed – and highly charged – corporate governance environment. This paper discusses the new expectations of audit committee responsibilities and effectiveness in the wake of corporate governance reforms, key challenges, “whistleblower” provisions and shortcomings, and provides some directions for future research.     

“Women Home and Away”: Transnational Managerial Work and Gender Relations

This article addresses the intersections, even blurrings, of two “homes” and two “aways” – the personal, ‹private’ home and the corporate ‹public’ ‹away’, and the national home country and corporate base and the transnational work away. Drawing on 40 semi-structured interviews with women and men top and middle managers in seven multinational corporations located in Finland, we examine the complex relations among transnational managerial work, corporate careers and personal, marriage and family-type relations, and their differences for women and men managers. This shows the very different personal and social worlds inhabited by senior women and men managers, and how transnational processes can make those differences even greater.

Shaping Sustainable Value Chains: Network Determinants of Supply Chain Governance Models

Globalization theories posit organizational convergence, suggesting that Codes of Ethics will become commonplace and include greater consideration of global issues. This study explores the degree to which the Codes of Ethics of 157 corporations on the Global 500 and/or Fortune 500 lists include the “third generation” of corporate social responsibility. Unlike first generation ethics, which focus on the legal context of corporate behavior, and second generation ethics, which locate responsibility to groups directly associated with the corporation, third generation ethics transcend both the profit motive and the immediate corporate environment. Third generation ethics are grounded in responsibilities to the larger interconnected environment. The results of the study suggest convergence, insofar as Codes of Ethics are becoming standard communication features of corporations across region and industrial sector but still manifest a primary concern with profits and those behaviors which are mandated by law. Only corporations headquartered in the European Union demonstrate a significant degree of global consciousness and reflexivity. However, there is some evidence that third generation ethics and thinking are becoming part of the corporate landscape. More then three quarters of the corporations made at least some reference to third generation ethics.     

Undivided Corporate Responsibility: Towards a Theory of Corporate Integrity

In the years since Enron corporate social responsibility, or “CSR,” has become a ubiquitous phenomenon in both research and business practice. CSR is used as an umbrella term to describe much of what is done in terms of ethics-related activities in firms around the globe to such an extent that some consider it a “tortured concept” (Godfrey and Hatch 2007, Journal of Business Ethics 70, 87–98). Addressing this skepticism, I argue in this article that the focus on CSR is indeed problematic for three main reasons: (1) the term carries a lot of historical baggage – baggage that is not necessarily conducive to the clarity of the concept; (2) it is the object of increasing ethical instrumentalism; and (3) given the multiple ethical challenges that corporations face, and given the fact that the “social” responsibilities of business are but one set of corporate responsibilities, a suitable term would have to be more inclusive and integrative. I therefore suggests moving instead toward a sound definition of corporate integrity and aim in this article to develop a working definition by fleshing out “7 Cs” of integrity: commitment, conduct, content, context, consistency, coherence, and continuity. I then discuss how these 7 Cs impact our understanding of CSR or, more broadly, corporate responsibility in general.

Corporate Governance and Institutional Transparency in Emerging Markets

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent to market forces. Such transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging¹ markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems.     

Organizational Governance and Ethical Systems: A Covenantal Approach to Building Trust

American businesses and corporate executives are faced with a serious problem the loss of public confidence. Public criticism, increased government controls, and growing expectations for improved financial performance and accountability have accompanied this decline in trust. Traditional approaches to corporate governance, typified by agency theory and stakeholder theory, have been expensive to direct and have focused on short-term profits and organizational systems that fail to achieve desired results. We explain why the organizational governance theories are fundamentally, inadequate to build trust. We advance a conceptual framework based on stewardship theory characterized by “covenantal relationships” and argue that design of governance mechanisms using a covenantal approach is more effective in building trust in organizations. A covenantal relationship is a specialized form of a relational contract between an employee and his or her organization. We argue that regardless of incentives and control mechanisms carefully designed through contractual mechanisms, in the absence of covenantal relationships it is extremely difficult to build trust within organizations. We propose that organizations are more likely to build trust – both at the organizational level and at the interpersonal level – when they create reinforcing and integrated systems that honor implied duties of “covenantal relationships.”     

The Concept of Reputational Bliss

A normative criterion identifying the conditions for a desirable corporate reputation, “reputational optimality,” or “reputational bliss,” is described, and a case developed for its utility and reasonableness as a criterion to apply to real world phenomena. The paper discusses some behavioral patterns under alternative moral positions taken by observers and the firm, critiques some alternative moral principles, and considers some dynamics of moving toward, defending and maintaining, and breaching or breaking reputational bliss. Barry M. Mitnick is Professor of Business Administration and of Public and International Affairs at the University of Pittsburgh. His research interests center on failures in organizational control and the means by which desirable social outcomes can still be obtained. He was an originator of the theory of agency, and has also written on government regulation, incentive systems, implementation, corporate social performance, corporate political activity, corporate governance, and the concept of the public interest.     

“Just” Markets from the Perspective of Catholic Social Teaching

The “justice of markets” is intricately connected to the treatment of the poor and the disadvantaged in market economies. The increased interest of multinational corporations in low-income market segments affords, on one hand, the opportunity for a more inclusive capitalism, and on the other, the threat of greater exploitation of poor and disadvantaged consumers. This article traces the contributions of Catholic Social Teaching and its basic principles toward providing insight into what constitutes “justice” in such “marketing to the impoverished” situations.     

Integrative Social Contract Theory and Urban Prosperity Initiatives

Urban communities in 21st century America are facing severe economic challenges, ones that suggest a mandate to contemplate serious changes in the way America does business. The middle class is diminishing in many parts of the country, with consequences for the economy as a whole. When faced with the loss of its economic base, any business community must make some difficult decisions about its proper role and responsibilities. Decisions to support the community must be balanced alongside and against responsibilities to owners, shareholders and relevant “stakeholders” in a relatively new context. Corporations in urban communities “hollowed out” by white flight or urban sprawl must decide what level of support they can and should provide. This paper examines corporate decisions within the emerging urban prosperity initiatives, using the framework of integrative social contract theory proposed by Donaldson and Dunfee. We suggest that urban prosperity initiatives present a mandate on corporations sufficiently strong as to qualify as an authentic norm. Further, we argue that strict adherence to a corporate bottom line approach or “corporate isolationism” is not congruent with contemporary community standards. Anita Cava is an Associate Professor of Business Law at the University of Miami’s School of Business Administration and serves as Co-Director of the University of Miami’s Ethics Programs, a university-wide entity that promotes research, teaching and service across the disciplines in areas of ethical interest and concern, and Director of Business Ethics Programs in the SBA. Professor Cava received her B.A. with Distinction from Swarthmore College and her J.D. from New York University School of Law, where she was a Hays Fellow. She joined the faculty after several years in private practice in Washington, D.C. and Miami. Her experience ranged from national employment cases to commercial and consumer litigation. Professor Cava’s teaching specialties are the legal environment of business and business ethics; here research interests concern legal and ethical aspects of healthcare administration, business ethics and employment issues. She has published in law reviews and business journals on such topics as “Advance Directives: Taking Control of End of Life Decisions,” “Law, Ethics and Management: Toward an Effective Audit” and “The Collision of Rights and s Search for Limits: Free Speech in the Academy and Freedom from Sexual Harassment of Campus”. Recipient of several School of Business Administration Excellence in Teaching Awards, Anita Cava was honored in 1996 by a University-wide Excellence in Teaching Award. She regularly teaches in UM’s well-known Executive MBA Program and has received Teaching Awards from these adult students as well. A frequent speaker on the topic of Business Ethics and Corporate Compliance, Professor Cava’s audiences have included community groups, management trainees, top executives of several corporations, the Greater Miami Chamber of Commerce Goals Conference and Leadership Florida, among others. Don Mayer teaches ethics, legal environment of business, and environmental law at Oakland University in Rochester, Michigan. He is a full professor in the Department of Management and Marketing at the School of Business. He attended Duke University Law School (J.D., 1973) and Georgetown University Law Center (Master of International and Comparative Law, 1985) and practiced law in North Carolina from 1975–1990 after serving in the United States Air Force from 1973–75. He has taught as a visiting professor at the University of Michigan, California Polytechnic State University, and the University of Iowa. He has been at Oakland University since 1990 and served as Associate Dean in 2000 and 2001. Professor Mayer has published in related areas of international law, environmental law, and corporate ethics. Recent publication include “Fort’s ‘Business as Mediating Institution’-A Holistic View of Corporate Governance and Ethics,” in 41 American Business Law Journal (Summer 2004), “Yes! We Have No Bananas: Forum Non Conveniens and Corporate Evasion,” Academy of Legal Studies International Business Law Review, vol. 4, at 130 (2004), and “Corporate Governance in the Cause of Peace: An Environmental Perspective,” Vanderbilt Transnational Law Journal, Vol. 35, No. 2 (March 2002). An article on corporate free speech and the Nike v. Kasky case is forthcoming in the Business Ethics Quarterly.