Independence in Corporate Governance: the Audit Committee Role

The Code of Best Practice produced by the Cadbury Committee on the Financial Aspects of Corporate Governance (Cadbury Committee 1992) may be viewed as an ethical code in that it prescribes standards of board behaviour. The Code's specific recommendations with regard to audit committees appear to offer a practical mechanism for the promotion of ethical behaviour through the inhibition of potentially unethical influences exerted by executive directors over external auditors. The rationale for these recommendations centres on the independence of audit committee members, implying that independence is a prerequisite for ethical behaviour. This paper questions the assumptions regarding the role of independence through an exploration of conceptions of independence held by individuals involved in the activities of audit committees in major UK public limited companies. It suggests that audit committees may have an unarticulated role in providing an arena for the display of independence by the participants. This display forms a part of the ceremonial performance which builds confidence in corporate governance mechanisms.     

Ethics and the Auditing Culture: Rethinking the Foundation of Accounting and Auditing

Although the foundation of financial accounting and auditing has traditionally been based upon a rule-based framework, the concept of a principle-based approach has been periodically advocated since being incorporated into the AICPA Code of Conduct in 1989. Recent high profile events indicate that the accountants and auditors involved have followed rule-based ethical perspectives and have failed to protect investors and stakeholders – resulting in a wave of scandals and charges of unethical conduct. In this paper we describe how the rule-based traditions of auditing became a convenient vehicle that perpetuated the unethical conduct of firms such as Enron and Arthur Andersen. We present a model of ten ethical perspectives and briefly describe how these ten ethical perspectives impact rule-based and principle-based ethical conduct for accountants and auditors. We conclude by identifying six specific suggestions that the accounting and auditing profession should consider to restore public trust and to improve the ethical conduct of accountants and auditors.     

Business Ethics and Accounting Information. An Analysis of the Spanish Code of Best Practice

The main purpose of this article is to analyse one aspect of Spanish business ethics: the role of the transparency and quality of the economic and financial information given to meet the demands and requirements of shareholders. To that end we concentrate firstly on analysing the Spanish capital market and the situation of shareholders prior to the publication in February 1988 of the Code of Best Practice for Spanish Companies, drawn up by a Special Committee created at the request of the Ministry of Economy and Finance. We analyse the importance of the behaviour and actions of three groups which are fundamental to assuring quality and transparency of information: those who prepare financial statements, the Board of Directors (particularly the Audit Committee) and the external auditors. Finally, we look at the possible consequences of the Code of Best Practice on Spanish business ethics.     

Good Apples,Bad Apples: Sorting Among Chinese Companies Traded in the U.S.

Committing financial fraud is a serious breach of business ethics. However, there are few large scale studies of financial fraud, which involve ethical considerations. In this study, we investigate the pervasive financial scandals, which by the end of 2012 involved more than a third of the US-listed Chinese companies. Based on a sample of 262 US-listed Chinese companies, we analyze factors that differentiate between firms that commit financial fraud and those that do not. We find that firms more predisposed to unethical behavior, due to their low regional social trust in the home country and low respect for regulations and laws as proxied by political connections, are more likely to commit accounting and financial fraud. They take advantage of low hurdles for listing via reverse mergers and avoid third-party monitoring through poor governance and auditors. Finally, we find evidence, after these scandals, of non-fraudulent firms differentiating themselves from the fraudulent firms by sending costly signals such as insiders purchasing shares, increasing dividends, and going private.     

Code of Conduct for Non-Executive and Supervisory Directors

After the corporate scandals at the beginning of the new millennium, corporate governance codes were drafted and implemented in national laws and regulations. Unfortunately, due to an ongoing supply of new financial scandals and societal deceptions, our society increasingly distrusts executive directors, non-executive directors and supervisory board members, as they often appeared to play a significant role in these scandals. Non-executive directors (NEDs) and supervisory directors (SDs) are often accused of having overlooked the important issues in their supervising role or having failed to intervene in company decision making. Previous research has shown that many NEDs and SDs operate on the basis of their own unwritten rules, which may very well be different from those of their colleagues. In this article we examine whether and how a code of conduct or code of ethics might help to further clarify how NEDs/SDs should act. We also investigated the views of NEDs/SDs themselves. It appears that current corporate governance codes are not sufficient to guide directors on behavioral aspects of their supervisory role. This article shows that a code of conduct could provide this guidance to NEDs/SDs on several issues. First, a code of conduct would compel the Supervisory Board to reflect on its own values. Second, it would compel NEDs/SDs to verbalize their unwritten rules. The results may be applied internationally and could have relevance to the experience of executive directors in addition. This article may serve as a discussion document for other jurisdictions in addition.     

How and why auditors’ social exchange relationships influence their attitudes and behaviors: Implications for audit quality

External auditors regularly interact with various parties at work, such as their accounting firms, engagement team members, and clients. These interactions can help shape the nature of auditors’ social exchange relationships with these entities, which in turn may influence their behavior toward these targets. This installment of Accounting Matters draws from recently published research by Herda and colleagues to (1) explain how constructive auditor-target connections can develop and lead to beneficial outcomes like reduced auditor burnout and turnover intentions, as well as more citizenship behavior, and (2) discuss how these upshots might ultimately affect audit quality. This topic is important because audit quality translates into improved financial reporting, which helps stakeholders who rely on audited financial statements to make informed business decisions. Specifically, we underscore the key role auditors’ perceptions of fair treatment from a relationship partner play in fostering a strong psychological bond with the target via perceived support. We further consider how auditors’ consequent commitment to the target can result in favorable organizational outcomes, including enhanced audit and financial reporting quality. We also discuss practical implications for accounting firms.     

The effect of the recent insider-trading scandal on stock prices of securities firms

This paper addresses the impact of the unethical business conduct of a few individuals that shook the financial market in 1986. Specifically, in the study undertaken for this paper, the wealth status of the shareholders of securities firms was examined in relation to the public disclosure of the insider-trading scandals involving Dennis Levine, Ivan Boesky, and their confederates. It was hypothesized that the expected market-adjusted stock returns for the securities firms would be negative as a result of the scandals. The findings of the study supported the hypothesis. Khalil M. Torabzadeh is Associate Professor of Finance at Radford University in Virginia. He earned his DBA in Finance from Mississippi State University in 1984. He began his teaching career at Appalachian State University, Boone, North Carolina, in 1982, and joined the faculty of Radford University in 1985. He has had articles published in the Journal of Financial Research and the Journal of Applied Business Research. Dan Davidson is Professor of Business Law at Radford University in Virginia. He has five teaching awards, including the Razorback Outstanding Business Faculty Award from the University of Arkansas. He is the author of four textbooks published by PWS Kent Publishing Co., and his articles have been published in the Journal of Business Ethics, the Business Law Review, the Education Forum, and the Journal of Insurance Issues and Practices, among others.Hamid Assar is an Assistant Professor of Finance at Radford University in Virginia. His educational background includes a PhD in Financial Economics (expected in 1989) from Southern Illinois University, an MBA from Central State University in Oklahoma, and a Masters degree in Economics from the University of West Virginia. His research interests are in the areas of mergers and acquisitions, financial markets, and international finance.     

Internationalizing the business ethics curriculum: A survey

This article reports on a telephone survey of business school faculty in the United Kingdom, Asia and North America concerning efforts to internationalize the teaching of business ethics. International dimensions of business ethics are currently given only limited coverage in the business school curriculum with over half of the faculty surveyed indicating that less then 10% of their ethics teaching focuses on global issues. Teaching objectives vary widely with some faculty emphasizing a relativistic, diversity oriented perspective while others stress the universality of values. The respondents identified a great need to develop teaching materials based upon non-U.S. corporations and/or non-U.S. incidents.Christopher J. Cowton is University Lecturer in Management Studies at the University of Oxford and a Fellow of Templeton College. An author on many facets of management, his previous paper in theJournal of Business Ethics was on corporate philanthropy in the United Kingdom. Current research interests include the implications of just-in-time production for accounting, and ethical (or socially responsible) investment.Thomas W. Dunfee is the Kolodny Professor of Social Responsibility at the Wharton School of the University of Pennsylvania. He was President of the American Business Law Association 1989–1990, served as Editor-in-Chief of theAmerican Business Law Journal 1975–1977 and is a member of the Executive Committee of the Society for Business Ethics. He has published articles in theAcademy of Management Review, Business Ethics Quarterly, theBusiness and Professional Ethics Journal, and theJournal of Social Philosophy in addition to a variety of business and legal journals.     

A reexamination of the Internal Auditors' Code of Ethics

This study empirically examined the views of Certified Internal Auditors (CIAs) concerning the role of Code of Ethics for members of the Institute of Internal Auditors. It is a continuation of an earlier study which examined the usefulness of the Code to CIAs. Among the questions asked were what is the primary reason for the Code of Ethics, how useful is it, have you used it, should more enforcement actions be taken against members who violate the Code, and what are the legal and moral responsibilities of the CIA to report serious ethical violations, e.g., environmental pollution, to outsiders when top management and the board of directors are aware of the matter but are not doing anything to correct it. The results indicate strong support for the Code, its enforcement, and use as an instrument to encourage the internal flow of ethical behavior by embers and others.Philip H. Siegel is currently the Fiesta Mart Professor of Accounting at the University of Houston-Downtown. Formerly the Coopers & Lybrand Professor at San Francisco State University, Dr. Siegel received his Ph.D. in 1985. He holds CPA certification in Florida.John O'Shaughnessy is Associate Professor at San Francisco State University. Currently the Director of the Internal Audit Program at SFSU, Dr. O'Shaughnessy received his Ph.D. in 1990. He holds CPA and CIA certification.John T. Rigsby is Associate Professor at Mississippi State University. Author of numerous papers published in leading academic journals, Dr. Rigsby received his Ph.D. in 1986. He holds CPA certification.     

Ethics and financial reporting in the United States

The purpose of this paper is to describe briefly the institutional arrangements which condition the activities of accountants in the United States; to heighten an awareness of the values which are embodied in the existing structures of accountability; to appraise the consistency with which the established ideals of society have been actualised in financial reporting, and to discern the shape of the emerging history of financial reporting in the light of new values and possibilities. I suggest that the tradition of fair presentation in financial reporting is in danger of being eliminated by a purely political response to previous abuses. Mandatory accounting standards do have a role in preventing these abuses, but they can also be seen as instruments of distributive justice. To promote an awareness and discussion of the issues, I point out some of the goals and values underlying a few of the major structures designed for the distribution of economic costs and benefits.I. C. Stewart is Associate Professor of Accountancy at the University of Auckland. He was formerly a Senior Lecturer at the Victoria University of Wellington. He is the author of several articles which have been published in various business journals.     

Tone at the Top: An Ethics Code for Directors?

Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors.     

An Examination of Leader Portrayals in the U.S. Business Press Following the Landmark Scandals of the Early 21st Century

Following the landmark corporate scandals of the early 21st century, there appeared to be a tremendous increase in the U.S. business media’s emphasis on issues of ethics in corporate leadership. The purpose of this research was to examine whether that apparent increase was reflected in an actual change in that media’s portrayals of successful leaders. We content analyzed the text of a total of 180 articles in Business Week, Fortune, and Forbes magazine, 90 from the five years preceding the landmark scandals and 90 from the five years following the scandals. We found no evidence that the landmark scandals had any impact on the media’s incorporation of ethics in their portrayals of leaders. We attribute this substantially to the persistence of a worldview in the U.S. business press that emphasizes leader traits and actions that have a direct impact on corporate profits. Additionally, we found some interesting consistencies and differences in media portrayals across the two time periods, likely related to the rise and fall of dot-com businesses. We discuss the implications of these findings for researchers and corporate leaders. David R. Hannah is an Assistant Professor of Management and Organization Studies at Simon Fraser University. He received his Ph.D. from the University of Texas at Austin. In addition to media portrayals of leaders, his research interests include trade secret protection in organizations, qualitative research methods, and employee socialization. His work has been published in numerous journals and books, including Organization Science, Journal of Management Studies, Sloan Management Review, and Creativity and Innovation Management Christopher D. Zatzick is an Assistant Professor of Management and Organization Studies at Simon Fraser University. He received his Ph.D. from the University of California at Irvine. His research interests include high-performance work systems, downsizing, diversity, and leadership. His work has appeared␣in leading management journals including Academy of Management Journal, Organization Science, and Industrial Relations.     

Financial Statement Frauds and Auditor Sanctions: An Analysis of Enforcement Actions in China

The rising tide of corporate scandals and audit failures has shocked the public, and the integrity of auditors is being increasingly questioned. It is crucial for auditors and regulators to understand the main causes of audit failure and devise preventive measures accordingly. This study analyzes enforcement actions issued by the China Securities Regulatory Commission against auditors in respect of fraudulent financial reporting committed by listed companies in China. We find that auditors are more likely to be sanctioned by the regulators for failing to detect and report material misstatement frauds rather than disclosure frauds. Further analysis of the material misstatements indicates that auditors are more likely to be sanctioned for failing to detect and report revenue-related frauds rather than assets-related frauds. In sum, our results suggest that regulators believe auditors have the responsibility to detect and report frauds that are egregious, transaction-based, and related to accounting earnings. The results contribute to our knowledge of auditors’ responsibilities for detecting frauds as perceived by regulators.     

The Impact of Business Education on Moral Judgment Competence: An Empirical Study

Recent highly publicized ethical breaches including those at Enron and WorldCom have focused attention on ethical behavior within the accounting profession. At the heart of the debate is whether ethical attitudes of accountants are to blame. Using a nationally representative sample of accounting practitioners and a multidisciplinary student sample at two Southern United States universities, we compare sample responses to 25 ethically charged vignettes to test whether they differ. Overall, we find no significant difference – even for a specific “accounting tricks” vignette, which resembles the Enron and WorldCom situations. We do find, however, that the practitioners were more accepting of vignettes that involved physical harm (PH) to individuals and those that were legal (but ethically questionable). We postulate that accounting practitioners may apply a legalistic framework to their assessment of the acceptability of each vignette. Focusing on an “accounting tricks” vignette, we also find no significant difference between auditors and institutional practitioners compared to all other types of accountants in the sample. We conclude that ethical attitudes of accounting practitioners do not differ significantly by specialty area. Tisha L. N. Emerson is an Assistant Professor of Economics at Baylor University in Texas. In addition to business ethics, Professor Emerson has published articles in the areas of environmental economics and economic education. She teaches courses in environmental economics, international trade, intermediate microeconomics and microeconomic principles. Stephen J. Conroy is an Associate Professor of Economics at the University of San Diego in California. In addition to business ethics, Professor Conroy has published articles in the areas of economic development and demography, economics of education and economics of aging. He teaches courses in managerial economics at both the graduate and undergraduate level, as well as undergraduate courses in urban and regional economic development, intermediate microeconomics and principles of micro- and macroeconomics. Charles W. Stanley is an Associate Professor of Accounting at Baylor University in Texas. In addition to business ethics, Dr. Stanley has published articles in the areas of financial accounting, managerial accounting, auditing, accounting systems, tax, and professional ethics for accountants. He has also authored several on-line continuing education courses for CPAs including one that meets the Texas State Board of Accountancy requirements for continuing education by Texas CPAs. He teaches courses in auditing, ethics, financial accounting and managerial accounting in the MBA program at Baylor.     

Kraft's acquisition of Cadbury: Was it an amicable transatlantic merger or a hostile takeover?

This case‐based research evaluates and discusses Kraft's 2009–2010 acquisition of the UK‐based Cadbury, which turned into a bitter fight and a hostile takeover. As both firms have a rich history and distinct brand identities, the merger came to the attention of the global media and public on both sides of the Atlantic. Drawing on the merger's lengthy negotiations and the two companies' distinctive corporate cultures, this article analyzes the merger and its chaotic negotiations and developments. The merger was opposed in the United Kingdom because of Kraft's harsh approach of targeting an iconic British brand that had been in business for over 150 years. Eventually, both companies did compromise in an amicable manner and concluded a friendly tie‐up. The postmerger period reveals that Kraft's acquisition was a part of its future reorganization and expansion in global markets. This case‐based research also provides academic and practical implications for international business managers as well as multinational corporations.     

Leadership, Ethics and Responsibility to the Other

Of recent time, there has been a proliferation of concerns with ethical leadership within corporate business not least because of the numerous scandals at Enron, Worldcom, Parmalat, and two major Irish banks – Allied Irish Bank (AIB) and National Irish Bank (NIB). These have not only threatened the position of many senior corporate managers but also the financial survival of some of the companies over which they preside. Some authors have attributed these scandals to the pre-eminence of a focus on increasing shareholder value in Western business schools and/or to their failure to inculcate ethical standards. In this paper, we challenge these accounts and the aetiological view of knowledge from which they derive but are grateful for the consensus that they convey regarding the importance of business ethics. The paper focuses on different approaches to ethical leadership concluding with a view that some hybrid of MacIntyre’s virtue ethics and Levinas’s ethics of responsibility may serve as an inspiration for both educators and practitioners. Dr. David Knights is a Professor of Organisational Analysis in the School of Economic and Management Studies at Keele University. He previously held chairs in Manchester, Nottingham and Exeter Universities. He is a founding and continuing editor of the journal Gender, Work and Organisation and his most recent books include: Management Lives, Sage, 1999 (with H. Willmott) and Organization and Innovation, McGraw-Hill, 2003 (with D. McCabe). Majella O’Leary is a Lecturer in Management at the University of Exeter. Her research interests include corporate scandals, ethical leadership, disaster sensemaking, and organizational storytelling. Majella’s most recent publications have appeared in Human Relations and European Journal of Business Ethics.     

A Few Bad Apples? Scandalous Behavior of Mutual Fund Managers

Recent scandals in the business world have intensified the demand for an explanation of the causes of corporate wrongdoing. This study empirically tests the effects of mutual fund management fees and control structures on the likelihood of illegal activity within mutual fund organizations. Specific attention is given to the presence of agency duality issues in the mutual fund industry and how this influences the motivations and decisions of fund managers. Findings provide support for the hypothesized relationship that higher levels of management fees decrease the likelihood of illegal behavior. Additionally, control of the mutual fund by external management is found to have a negative impact on the likelihood of illegal activity while also acting as a moderator of the management fee-illegal behavior relationship. Justin Davis is an Assistant Professor of Strategic Management at Ohio University and Doctoral Candidate at The University of Texas at Arlington. His primary research interests include firm-level entrepreneurship, agency issues in corporate governance, and venture capital investment. Dr. G. Tyge Payne is an Assistant Professor of Strategic Management in the Jerry S. Rawls College of Business at Texas Tech University. His primary research interests include organization-environment fit/misfit, firm-level and corporate enterpreneurship; dual agency issues, and interorganizational relationships. Dr. Gary C. McMahan is an Associate Professor of Management and Coordinator of the Ph.D. Program in Management at The University of Texas at Arlington. His research interests include the strategic role of human resources in organizations and corporate governance and ethics in financial services institutions. He has published over 40 articles, monographs, proceedings, and book chapters.     

Women’s Roles on U.S. Fortune 500 Boards: Director Expertise and Committee Memberships

This study examines the presence and roles of female directors of U.S. Fortune 500 firms, focusing on committee assignments and director background. Prior work from almost two decades ago concludes that there is a systematic bias against females in assignment to top board committees. Examining a recent data set with a logistic regression model that controls for director and firm characteristics, director resource-dependence roles and interaction between director gender and director characteristics, we find that female directors are less likely than male directors to sit on executive committees and more likely than male directors to sit on public affairs committees. There is little if any evidence of systematic gender bias in director assignment to other board committees. We find some evidence that boards evaluate resource dependence differently for women than men. Craig A. Peterson Western Michigan University, Grand Rapios, MI 49503, USA Craig A. Peterson is associate professor of finance at Western Michigan University, Grand Rapids Regional Center. In addition to corporate governance, his research interests include investment management and corporate finance. James Philpot is assistant professor of finance and general business at Missouri State University. His research interests include corporate governance, financial planning and financial education.     

Motivators of Mobilization

Using data on shareholder-initiated class action lawsuits in the US, I investigate the corporate scandals of US-listed foreign firms. The shareholders of scandal firms suffer considerable loss in both the short term and the long term. I document that firms domiciled in countries with weak institutions are more likely to be embroiled in corporate scandals, but such a relation can be moderated by the presence of Big 4 auditors. Investors automatically adjust for undiscovered misconduct when valuing the stocks of non-scandal firms (i.e., the spillover effect). Investors rely on the audit quality to form their expectations about the severity of undiscovered misconduct, and thus impose less negative spillovers on firms with Big 4 auditors, especially when the firms are from countries with weak institutions. Taken together, my results suggest that listing on US exchanges does not fully compensate for weak local institutions; voluntarily bonding to a more stringent audit process has an incremental effect on protecting shareholder interests and enhances the confidence of investors in firms’ financial integrity.     

Ethical Exemplification and the AICPA Code of Professional Conduct: An Empirical Investigation of Auditor and Public Perceptions

This research applies the impression management theory of exemplification in an accounting study by identifying and measuring differences in both auditor and public perceptions of exemplary behaviors. The auditors were divided into two groups, one of which reported self-perceptions (A-S) while the other group reported their perceptions of a typical auditor (A-O). There were two separate public groups, which gave their perceptions of a typical auditor and were divided based on their levels of accounting sophistication. The more sophisticated public group was comprised of bank loan officers (LO) while the less sophisticated public group consisted of investment club members (IC). Comparisons were made on 30 behaviors contained in the AICPA Code of Professional Conduct, which served as the basis for the research instrument. Profile analysis, a special form of MANOVA technique, was used to analyze the results. A-S perceptions were the highest of the four treatment levels and were significantly higher (i.e., more exemplary) than the perceptions of both the A-O and LO groups. The more sophisticated user group (LO) provided the lowest perceptions of the four treatment levels. For at least four of the six measures, the LO treatment group perceived the typical auditor to be less exemplary than both the IC and A-O treatments. There were no differences in perceptions between the A-O group and IC. Additional analysis revealed that auditors overrated the degree to which the public relied on financial statements. However, both public groups reported a reasonably high level of reliance on financial statements when making decisions. Philip A. Brown is an Associate Professor and Directtor of the Accounting Program at Harding University in Searcy, Arkansas. He has a bachelor's degree from Harding University, an MBA from West Virginia University and a Ph.D. from the University of Mississippi. His research interests are in accounting ethics and in accounting education. He has published in Advances in Accounting, The Journal of Accounting and Finance Research, and others. He is a CPA in the State of Arkansas. Morris H. Stocks serves as the Dean of the Patterson School of Accountancy at the Universtiy of Mississippi. He received his undergraduate degree in accounting from Trevecca Nazarene University, his Masters degree from Middle Tennessee State University and his Ph.D. from the University of South Carolina. He is a Certified Public Accountant in the State of Mississippi. He is a behavioral accounting researcher and has published in Accounting, Organizations and Society, Accounting Horizons, Behavioural Research in Accounting, Decision Sciences Journal, Advances in Accounting, Advances in Accounting Information Systems, Advances in Behavioral Accounting Research, Accounting, Auditing and Accountability Journal, Advances in Taxation and others. W. Mark Wilder is KPMG Lecturer and Associate Professor of Accountancy at The University of Mississippi. His educational background includes a bachelor's degree in mathematics from The University of Alabama, an MBA from the University of South Alabama, and a Ph.D. in Accounting from Florida State University. He is a CPA in the State of Mississippi. Mark has published in Accounting Horizons, Advances in Taxation, the Journal of Applied Corporate Finance, the Journal of Computer and Information Systems, the CPA Journal, and others. In the past 2 years he has received several awards, including the top two campus-wide faculty awards at Ole Miss and also the MSCPA Outstanding Educator Award. In 2004 he was inducted into the Alabama Tennis Hall of Fame.