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.     

Corporate Governance and Business Ethics

"It is this distancing of personal relationships, combined with their replacement by written contractual terms and conditions, which make the discussion of ethics within a corporate institutionalised context highly limited and problematic.' The challenge is to find means of personalising modern corporations so as to encourage ethical behaviour. Atul K. Shah PhD (Econ) ACA gained his doctorate from the London School of Economics and is Lecturer in the Department of Accounting and Financial Management, at the University of Essex, Wivenhoe Park, Colchester CO4 3SQ; e-mail ashah@essex.ac.uk . This article was conceived while he was Visiting Assistant Professor at the College of Business, University of Maryland, USA. The author wishes to thank Dan Ostas, Lee Preston and Stephen Loeb for helpful comments on earlier drafts.     

Corporate Social Responsibility in China: A Corporate Governance Approach

Ethics training—an important means to foster ethical decision-making in organisations—is carried out formally as well as informally. There are mixed findings as regards the effectiveness of formal versus informal ethics training. This study is one of its first kinds in which we have investigated the effectiveness of ethics training as it is carried out in the Indian IT sector. We have collected the views of Indian IT industry professionals concerning ethics training (N = 266), and employed positivist (regression analysis and hierarchical linear modeling) and interpretive research (content analysis). We first have argued that the importance of the perception towards ethics has bearings not only on the individual ideologies but also on the organisational ethical values. In doing so, first we have conceptualised a theoretical framework: Perception of Ethics Training in Employees and Organisations (PETINEO). Second, we have studied the correlations between various components of this model. Third, we, under the rubric of PETINEO, examined the effectiveness of ethics training programmes for the Indian IT companies. Fourth, we have elaborated upon the results of our study. Our results suggest that the combination of both formal and informal means to undertake ethics training has superior impact on ethical decision-making in the Indian IT industry as compared to the use of any one of them in isolation.     

Corporate Governance and Codes of Ethics

As a result of recent corporate scandals, several rules have focused on the role played by Boards of Directors on the planning and monitoring of corporate codes of ethics. In theory, outside directors are in a better position than insiders to protect and further the interests of all stakeholders because of their experience and their sense of moral and legal obligations. Female directors also tend to be more sensitive to ethics according to several past studies which explain this affirmation by early gender socialization, the fact that women are thought to place a greater emphasis on harmonious relations and the fact that men and women use different ethical frameworks in their judgments. The goal of this paper is to determine the influence of these characteristics of the Board in terms of promoting and hindering the creation of a code of ethics. Our findings show that a greater number of female directors does not necessarily lead to more ethical companies. Moreover, within Europe as a continent, board ownership leads to an entrenchment of upper-level management, generating a divergence between the ethical interests of owners and managers. In light of this situation, the presence of independent directors is necessary to reduce such conflicts.     

Embedding Corporate Social Responsibility in Corporate Governance: A Stakeholder Systems Approach

Current research on corporate social responsibility (CSR) illustrates the growing sense of discord surrounding the ‘business of doing good’ (Dobers and Springett, Corp Soc Responsib Environ Manage 17(2):63–69, 2010). Central to these concerns is that CSR risks becoming an over-simplified and peripheral part of corporate strategy. Rather than transforming the dominant corporate discourse, it is argued that CSR and related concepts are limited to “emancipatory rhetoric…defined by narrow business interests and serve to curtail interests of external stakeholders.” (Banerjee, Crit Sociol 34(1):52, 2008). The paper addresses gaps in the literature and challenges current thinking on corporate governance and CSR by offering a new conceptual framework that responds to the concerns of researchers and practitioners. The limited focus of existing analyses is extended by a holistic approach to corporate governance and social responsibility that integrates company, shareholder and wider stakeholder concerns. A defensive stance is avoided by delineating key stages of the governance process and aligning profit centred and social responsibility concerns to produce a business-based rationale for minimising risk and mainstreaming CSR.     

Corporate Governance, Ethics, and the Backdating of Stock Options

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders’ interests? To examine these issues, we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e.g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become “part of the problem,” and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values.     

Corporate Governance,Ethics, and the Backdating of Stock Options

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders’ interests? To examine these issues, we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e.g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become “part of the problem,” and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values.     

Politics, Corporate Governance, and the Dynamics of German Managerial Innovation: Schering AG between the Wars

Conflicting interpretations of the evolution of German businessbetween the two world wars and of Germany's corporate governanceduring the Third Reich are examined in this article. AlfredChandler's view that major corporate changes emanated from managerialinitiatives is contrasted with Harold James's interpretationthat public and government pressures forced innovations on business.In support of James's analysis, I argue that state and politicalpressures, not management, initiated significant changes inGerman corporate governance and in the organization of Germanindustry during the interwar period, especially in the 1930s.Using Schering AG, one of Germany's largest companies beforeWorld War II, the article traces the influences of NationalSocialist pressure and changes in corporate law on companies'organizational adaptation to government social priorities duringthe Third Reich.     

产品市场竞争度与公司治理效应的实证分析:基于经理人激励视角

近年来,产品市场竞争作为公司治理的一种外部机制正受到重视。本文取2006年中国上市公司数据,以产品市场竞争为出发点,将公司治理绩效、经理人薪酬、经理人市场竞争度与企业研发联系起来进行实证分析。研究结果表明,这四项与HHI都呈正向相关关系,说明提高产品市场竞争度不仅有利于改善公司治理绩效,而且能够通过较高的薪酬选拔合乎企业的优秀人才。实证分析显示,研发与HHI间的关系最为显著,但其受控制权性质、资产与债务规模的控制较为明显。     

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.     

Managerial Firms,Entry, and Switching Costs

Empirical evidence shows that switching costs are important in many industries. We analyze the welfare effects of entry into markets with switching costs when firms can be run by managers and the entrant may be partially foreign-owned. We find that with profit-maximizing firms, the welfare effect of entry depends crucially on the ownership of the entrant firm. We also show that entry is less likely with managerial firms than it is with profit-maximizing firms. In the latter case, entry always reduces welfare if the share of the entrant firm owned by foreign investors is high. However, with managerial firms, entry always increases welfare.     

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.     

Reconciling Rules and Principles: An Ethics-Based Approach to Corporate Governance

In this paper, we consider the nature of recent corporate abuses both in the U.S. and in Europe, and how globalization has had an impact on amplifying their consequences. We discuss the rules-based and principles-based remedies that have been proposed in each region, respectively. With a focus on the U.S. Sarbanes-Oxley Act (SOA), we examine the principles forwarded by this act, and how it addresses those principles with specific rules and governance mechanisms. Invoking Integrative Social Contracts Theory (ISCT), we conclude with a reconciliation of the principles and rules-based approaches to corporate governance as suggested by theory.     

Ethics Audits and Corporate Governance: The Case of Public Sector Sports Organizations

This article presents a theorized and conceptually informed method for the undertaking of an ethics audit organization. At an operational level, the overall integrity of an organization, it is argued, may be evaluated through the application of a conceptual framework that embraces the inter-related themes of individual responsibility, social equity and political responsibility. Finally, a method is presented for ethics audit which was developed in the auditing of a national public sector sports organization: sportscotland. This emphasizes the significance of key personnel (individuals and in groups) in producing and reproducing the organizational ethos, whilst recognizing the importance of anonymity and confidentiality throughout the process. The theoretical terrain of the ethics audit is articulated through a consideration of ethics as applied moral philosophy, equity as social justice and corporate governance as the moral health (or otherwise) of a public sector sports organization.     

The Promise of a Managerial Values Approach to Corporate Philanthropy

This article presents an alternative rationale for corporate philanthropy based on managerial values of benevolence and integrity. On the one hand, top managers with benevolence and integrity values are more likely to spread their intrinsic concern for others into the wider society in the form of corporate philanthropy. On the other hand, top managers high in benevolence and integrity are likely to contribute to improved managerial credibility and trusting firm-stakeholder relationships, thereby improving corporate financial performance. Therefore, the article makes the argument that both corporate philanthropy and corporate financial performance can better be interpreted as resulting from managers’ benevolence and integrity values. Jaepil Choi is an Assistant Professor at the Hong Kong University of Science and Technology. His research is focused on organizational justice perceptions, leadership, work-family interface issues, and corporate social performance. He has published in Academy of Management Journal, Journal of International Business Studies, Journal of Organizational Behavior, Leadership Quarterly, Administration & Society, and Management and Organization Review. Heli Wang is currently an Assistant Professor in strategic management at the Hong Kong University of Science and Technology. Her areas of interests are in the resource-based view of the firm, stakeholder incentives, risk management and social performance. She has previously published in Academy of Management Review, Journal of Economic Behavior and Organization, Journal of Applied Psychology, and Long Range Planning.     

Cyberslacking, Business Ethics and Managerial Economics

Often, new technology brings in its train unprecedented problems. As far as computers, e-mail and the internet are concerned, this certainly holds true in many arenas. But there is one aspect of this new technology which does not present additional difficulties: cyber-slacking. The managerial challenges posed by employees using these amenities for job search, shopping sprees, personal relationships, in a word, general goofing off, have long ago already been overcome by employers. There is 'nothing new under the sun' in at least this one dimension of the computer age.     

Corporate Governance,Commitment to Business Ethics,and Firm Valuation: Evidence from the Korean Stock Market

A variety of stakeholders have long been interested in the factors that are related to firm valuation. This article investigates why companies with more comprehensive corporate governance (CG) have a value premium over companies with less comprehensive CG. We posit and find that the cost of equity capital (COC) decreases with the strength of CG, suggesting that the value premium stems from the lower COC for more comprehensive CG. We also find that the COC is lower for companies with strong commitment to business ethics (BE) than for those with weak commitment to BE and that the beneficial effect of CG on the COC is more pronounced for companies with weak commitment to BE than for those with strong commitment to BE. Companies with more comprehensive CG tend to exhibit strong commitment to BE, but the beneficial effect of corporate ethical commitment is not completely subsumed by CG. Our results suggest that companies could lower their cost of equity capital and increase firm value by adopting more comprehensive CG practices and committing to higher standards of BE.     

David Fritzsche: Business Ethics: A Global and Managerial Perspective

Teaching Business Ethics -