Corporate Governance and Ethics: A Feminist Perspective

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.     

商业伦理的构建——公司治理的一个视角

在经济飞速发展的今天,商业伦理正越来越受到高度重视。商业伦理本身并不具有法律意义上的强制性,但它具有道德意义上的导向性和自我约束性,是一个企业乃至一个商业社会和谐、长远发展的基石。同时,商业伦理也是人们在追求商业利益过程中应当遵循的道德原则。     

The Empirical Assessment of Corporate Ethics: A Case Study

Empirical analyses of the ethics of corporations with the aim to improve the state of corporate ethics are rare. This paper develops an integrated, normative model of corporate ethics by conceptualizing the ethical quality of organizations and by relating this contextual quality to various expressions of immoral behavior. This so-called Ethics Qualities Model for organizations, which contains 21 ethical qualities, allows one to assess the ethical content of institutional groups of individuals. A proper conceptualization is highly relevant both for the empirical corroboration of business ethics theories and for managerial purposes, such as judging individual and group performance or informing external stakeholders. The empirical applicability of the model is illustrated by an explorative case study of a large, globally operating financial institution. This case-study demonstrates that the corporate ethical qualities differ with respect to their perceived optimality as well as to their estimated impact on (un)ethical conduct. The various results provide managers with many clues to understand their organization and to take effective measures to improve the ethical content of their organization.     

Corporate Governance Reforms in Developing Countries

Corporate governance reforms are occurring in countries around the globe. In developing countries, such reforms occur in a context that is primarily defined by previous attempts at promoting "development" and recent processes of economic globalization. This context has resulted in the adoption of reforms that move developing countries in the direction of an Anglo-American model of governance. The most basic questions that arise with respect to these governance reforms are what prospects they entail for traditional development goals and whether alternatives should be considered. This paper offers a framework for addressing these basic questions by providing an account of: 1) previous development strategies and efforts; 2) the nature and causes of the reform processes; 3) the development potential of the reforms and concerns associated with them; 4) the (potential) responsibilities of corporate governance, including the (possible) responsibilities to promote development, and; 5) different approaches to promoting governance reforms with an eye to promoting development.     

Ethics Programs, Board Involvement, and Potential Conflicts of Interest in Corporate Governance

Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.Corporate ethics programs usually address conflicts of interest that may arise in the firm's activities. Some boards of directors take active roles in their firms' ethics programs by actively overseeing the programs. This paper empirically examines the relationship between ethics programs and potential conflicts of interest and the relationship between board involvement in a firm's ethics program and potential conflicts of interest.Evidence in this paper shows that firms with ethics programs have a lower percentage of inside directors on their compensation committees than do firms without ethics programs. Firms in which boards are actively involved in the programs have more independent boards (higher percentage of independent directors and lower percentage of inside directors) and are more likely to compensate outside directors with equity than are firms in which boards are not actively involved in the programs. Supplemental analyses show that the incidence of potential conflicts of interest is not significantly different between firms without ethics programs and firms in which boards are not actively involved in the programs. Taken together, the evidence in this paper indicates that a board actively involved in an ethics program, and not the simple existence of an ethics program, is related to the incidence of potential conflicts of interest.     

Ethics in Finance and Public Policy: The Ibercorp Case

Our research has found that companies which have diverged from traditional management in order to adopt strategies which include ethics, cooperation and a joint vision of management obtain a greater added value. The new challenges of competitiveness require a position of active cooperation between firms and their suppliers, which should be considered as collaborators rather than adversaries. An active cooperation management may well allow the company to improve the quality of its products and its image, speed up delivery to its clients and make its production and trading more agile, thus enhancing the perception the client has of the product. An improved ethical quality in our dealings, generating trust, improving communication and establishing long-term relationships with joint added value, results in higher competitiveness and greater creation of wealth.     

Business Should Be Its Own Therapist: Observing the "Governance Ethics" of Taiwanese Enterprises

Taiwanese enterprises generally display a tacit acceptance and practice of globally-recognized business ethics such as the respect of human rights. Yet some Taiwanese business supervisors subscribe instead to a philosophy of leadership, dubbed "pseudo-harmony", which actively seeks to evade responsibility and any conflict of interest with profitability. Meanwhile other Taiwanese entrepreneurs are even less enlightened, dictatorially upholding self-serving regimes which operate on a philosophy which is euphemistically referred to as "householder management".These attitudes result in the sub-optimal development of "organizational democratization" within Taiwanese enterprises and hi-light the fragility of "ethical leadership" in Taiwan. There is a strong argument, therefore, that Taiwanese business needs to become both its own analyst and therapist if it is to enhance its "governance ethics". Only this way can the nation's enterprises evolve their ethical responsibilities to stakeholders and sustain their competitiveness in a global market that increasingly demands an adherence to ethical standards.     

Corporate Governance: An Ethical Perspective

This paper discusses corporate governance issues from a compliance viewpoint. It makes a distinction between legal and ethical compliance mechanisms and shows that the former has clearly proven to be inadequate as it lacks the moral firepower to restore confidence and the ability to build trust. The concepts of freedom of indifference and freedom for excellence provide a theoretical basis for explaining why legal compliance mechanisms are insufficient in dealing with fraudulent practices and may not be addressing the real and fundamental issues that inspire ethical behavior. The tendency to overemphasize legal compliance mechanisms may result in an attempt to substitute accountability for responsibility and may also result in an attempt to legislate morality which consequently leads to legal absolutism. The current environment of failures of corporate responsibility are not only failures of legal compliance, but more fundamentally failures to do the right (ethical) thing. Surendra Arjoon is an Associate Professor of Business Ethics at the University of the West Indies, Trinidad. He served as Chair, Department of Management Studies (2002–2005) and as Associate Dean, Faculty of Social Sciences (1996–2002). He is also the Vice-President of the Trinidad and Tobago Economics Association. His work has appeared in the Journal of Business Ethics, Journal of Markets and Morality, Global Development Studies, Applied Financial Economics, and Social and Economic Studies.     

公司治理、盈余管理与审计定价的实证研究

我国上市公司对于审计费用的披露很不规范,还存在审计服务和非审计服务之间的费用转移情况,影响了审计定价数据可信度.根据公司内部治理框架,运用2004-2006年我国A股上市公司面板数据,考察盈余管理风险对于审计定价的影响显示,当存在其他变量时,独立董事占董事的人数、企业的股权集中程度和董事长与总经理两职设置情况对审计定价存在显著影响,这一结果表明,加快董事长和总经理的两职分离有助于降低代理成本和企业风险,节约审计费用,改善公司内部治理.     

Ethics and the Board of Directors in Spain: The Olivencia Code of Good Governance

In an open, unregulated and globalised economy, it is logical that the problem of corporate government not only occupy the time of academics, but also preoccupy both companies and the public administration. Corporate governance varies depending on several factors, such as the culture of a particular country, the economic situation and the organisational structures. Thus, there is no single recipe which can be applied automatically and is universally valid in all contexts. However, it is possible to propose some general principles which have duly stood the test of experience and are recognised as providing valuable guidance for efficient corporate governance.The aim of this article is to present the Spanish "Olivencia Report", which is an attempt to draft an "ethical code" containing a number of practices and principles, which, if they were to be applied, could improve the governance of the larger Spanish companies listed on the Stock Market.The pages which follow narrate the story of the making of the report, and highlight those features which distinguish this report from other analogous reports published in other countries, and which inspired the Olivencia Report. These reports, which include the "Cadbury Report", the "Viénot Report" and the "Peters Report" among others will also be dealt with. Once the more outstanding aspects of the Spanish report have been highlighted, the article closes with a brief concluding section, which goes beyond the case in question and stresses the relationship between ethics, corporate governance and the mission of the enterprise. This focus is of some importance as the literature on corporate governance rarely brings the ethical problem to the fore.     

对企业财务管理的伦理思考

不仅企业理财行为屡屡与社会整体利益相悖,经典的财务管理理论也在方法论、理论假设、理论立场等方面忽视伦理道德。然而,企业理财行为要接受社会制度的约束,本质上与伦理道德客观相容。企业在理财中必须充分考虑利益相关者的要求,对利益相关者负起道德责任。     

Corporate Integrity and Public Interest: A Relational Approach to Business Ethics and Leadership

This paper approaches the question of corporate integrity and leadership from a civic perspective, which means that corporations are seen as members of civil society, corporate members are seen as citizens, and corporate decisions are guided by civic norms. Corporate integrity, from this perspective, requires that the communication patterns that constitute interpersonal relationships at work exhibit the civic norm of reciprocity and acknowledge the need for security and the right to participate. Since leaders are members of corporate relationships, their integrity will be determined by the integrity of these interpersonal relationships, and by their efforts to improve them.     

The Ethics of Marketing Good Corporate Conduct

Companies that contribute to charitable organizations rightly hope that their philanthropic work will also be good for the bottom line. Marketers of good corporate conduct must be especially careful, however, to market such conduct in a morally acceptable fashion. Although marketers typically engage in mild deception or take artistic license when marketing goods and services, these sorts of practices are far more morally troublesome when used to market good corporate conduct. I argue that although mild deception is not substantially worrisome with respect to the marketing of most goods and services, it is a far greater moral blunder to use such methods in the marketing of good corporate character. These erode trust and demonstrate alack of adequate respect for the moral good. In light of these concerns, I suggest that such practices must be re-examined when applied to the marketing of corporate character and good conduct. Finally, I develop a revised set of ethical guidelines that are needed in order to address the problems peculiar to the marketing of morally praiseworthy behavior.     

The Spanish Code for Good Corporate Governance (Olivencia Report): An Ethical Analysis

The aim of this article is to analyse the Report on good corporate governance (Olivencia Report) from an ethical point of view. This report was drawn up by a group of experts at the request of the National Commission of the Spanish Stock Exchange Commission (Comisión Nacional del Mercado de Valores), in winter 1998, and began to be implemented over late 1998.This paper is the result of several sessions of discussions with businessmen and managers about the role that can be played by the Olivencia Report, its virtues and weaknesses.Our general criticism is that this Report sets out from a concept of the company as Shareholder and not as Stakeholder. This approach affects three concrete aspects of the report that we analyse in greater detail:– The affirmation as to the company's ultimate objective.– The role of the independent non-executive consultant.– The role of the vice president.We believe that this code could be very important and useful for guiding future trends in companies governing bodies, but we think that these weaknesses in its approach represent a lack of ethical sensibility and that it does not match the moral level of a modern society.     

The External Ethics Audit: A Guided Experience in Self-Directed Web Inquiry

This paper reviews the literature related to internalethics audits and describes a class project thatinvolves the preparation of an external ethics auditvia web-based self-directed student inquiry. Theactivity promotes higher level thinking includingcritical exploration, analysis, synthesis, andevaluation. The assignment includes the followingcomponents: (1) consideration of ideas concerningcomponents of successful ethics programs, as presentedin identified background readings (available infull-text over the Internet); (2) identification ofrecommended elements for building a successful ethicsprogram and an ethical corporate culture; (3)location, via the Internet, of the corporate code ofethics of a selected organization; (4) analysis of theadequacy of the ethics program of the selectedorganization as compared to recommended elements; (5)investigation (through additional reading, interviews,etc.) of the corporate culture of the selectedorganization; and (6) preparation of an ethics auditinvolving the comparison of the selectedorganization's code of ethics to its actual corporateculture and behaviors, and including the areas thatare well addressed by the organization and those thatneed further attention.     

基于公司治理的内部控制整合研究

文章在分析公司治理和内部控制关系的基础上,探讨了基于公司治理的内部控制的逻辑起点,详细研究了内部控制的整合问题,包括内部控制整合的基础工作、内部控制整合的框架、内部控制整合的模块,最后以采购为例对内部控制制度整合进行了具体设计.     

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.     

Rebounding from Corruption: Perceptions of Ethics Program Effectiveness in a Public Sector Organization

We examine the perceived importance of three organizational preconditions (awareness of formal ethics codes, decision-making techniques, and availability of resources) theorized to be critical for ethics program effectiveness. In addition, we examine the importance of ethical leadership and congruence between formal ethics codes and informal ethical norms in influencing employee perceptions. Participants (n=418) from a large southern California government agency completed a survey on the perceived effectiveness of the organization’s ethics program. Results suggest that employee perceptions of organizational preconditions, ethical leadership and informal ethical norms were related to perceptions of ethics program effectiveness. Based on these findings, organizations should evaluate the presence (or absence) of essential preconditions and take steps to ensure that leaders model espoused organizational values to foster perceptions of effective ethics programs.Kathie L. Pelletier is a doctoral student in the School of Behavioral and Organizational Sciences at Claremont Graduate University, 123 East Eighth Street, Claremont, CA 91711; e-mail: kathie.pelletier@cgu.edu. Her research interests include organizational ethics, ethical leadership, and women’s issues in the workplace. Michelle C. Bligh is an assistant professor of Organizational Behavior in the School of Behavioral and Organizational Sciences at Claremont Graduate University, 123 East Eighth Street, Claremont, CA 91711; e-mail: michelle. bligh@cgu.edu. Her research interests include charismatic leadership, political and executive leadership, and organizational culture.     

Teaching Business Ethics: A Case Study Of An Ethics Across The Curriculum Policy

The faculty within the undergraduate businessdepartment at Nova Southeastern University hasinstituted an Ethics Across The Curriculum Policy. This paper shares the steps the faculty followed inthe development and adoption of this policy. It isour hope that sharing our experiences concerning thispolicy implementation will help others consider asimilar policy. Recommendations are provided forpolicy development.     

Proximity and Rationalisation: The Limits of a Levinasian Ethics in the Context of Corporate Governance and Regulation

In this article, I explore how the ideas of French philosopher Emmanuel Levinas offer insights into a debate often held today in the field of corporate governance, concerning the relative merits of statutory and voluntary approaches to the regulation of business. The philosophical position outlined by Levinas questions whether any rule-based systematisation of ethical responsibility, either statutory or voluntary, can ever equate to a genuine responsibility for the other person. I reflect on how various authors have adapted Levinas’s philosophy to form a critique of bureaucracy and rule following in business, and the lack of ethical authenticity in corporate codes. However, this article also considers the question of whether a theoretical separation can be made between an ethical responsibility based on sensibility (as is suggested by Levinas) and a rational conceptualisation of how one is required to act. Considering the difficulty of disentangling these notions of ethics, I return to the problem of corporate governance and suggest an approach to stakeholder conflict based on mediation and dialogue, which rules out neither principles of conduct nor an openness of responsibility to the Other.