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.     

Directors' attributes and corporate governance effectiveness in Hong Kong

The purpose of this study is to examine the perceptions of Hong Kong (HK) legal practitioners on how the major attributes of knowledge, continuous education, and qualification among directors in HK relate to their board of directors' corporate governance effectiveness. The results revealed that the respondents perceived directors' attributes in HK to be not good enough for discharging their legal obligations to their companies. The results also suggested that a company was more effectively governed if its directors were more qualified for their jobs and more familiar with company law and/or corporate governance.     

公司治理与企业业绩关系研究文献综述

在美国金融危机的冲击下,公司治理机制问题已成为目前国内外学术界共同面对的课题。总体上看,国际性的研究表明,当大股东的控制权高于他对现金流所拥有的权利时,公司的价值会减少,即大股东在取得控制权后,更多的是以牺牲公司利益的方式获得私人利益。我国学者研究发现,多元化股东、外部董事比例和高管激励是公司治理最重要的三个因素,是影响公司绩效最为显著的变量。但也有研究认为,我国上市公司的董事会行为是低效率的。从国内国外两个方面的文献综述可以看出,对公司治理与企业业绩的研究主要集中在公司的内部治理结构方面,由于研究的角度与变量选取的不同,其研究结果差异较大。但是,就其研究过程来讲,对于我国这样的新兴市场的建设与发展是具有重大影响意义的。     

The theory of pluralism in corporate governance: A conceputal framework and empirical test

The concept of pluralism in corporate governance is stated as an emergent theory. Grounded in the concept of enhancing the input of various stakeholders and lessening the control of managers in corporate governance, the theory is the foundation of proposed legal changes in corporate governance and the board of directors. While more pluralistic control has been conceptually linked to improved social performance of the firm, this proposition is not supported in an empirical investigation.Rick Molz' main area of research is in strategic response to public policy initiatives. He has had articles published inColumbia Journal of World Business, Management International Review, The Journal of Business Research, Long Range Planning, The Journal of Business Strategy, andThe Journal of Business Ethics, as well as chapters and cases in several edited volumes.     

安徽省上市公司董事会治理与公司绩效关系的实证研究

以安徽省上市公司为研究样本,对董事会治理与公司绩效的关系进行实证分析,结果表明:适当的董事会规模、董事薪酬与董事持股比例对公司绩效有积极作用;独立董事比例、董事会领导权结构与董事变更对公司绩效影响不显著;过多的董事会会议不利于公司绩效的提高。     

Governance Systems in Family SMEs: The Substitution Effects between Family Councils and Corporate Governance Mechanisms

The main objective of this paper is to explore the role of family councils vis‐à‐vis corporate governance mechanisms. Particularly, the paper explores whether family councils perform only their distinctive family governance role or if they also substitute for the roles performed by corporate governance control mechanisms. Based on a sample of 243 Italian family SMEs, our research findings show that the family council partially substitutes the shareholders' meeting and the board of directors in playing their respective corporate governance roles of ownership and monitoring. These findings are interpreted in the light of both agency and relational perspectives.     

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.     

企业集团董事会绩效综合评估体系的构建

董事会是公司治理的核心,能够对董事会的绩效进行有效的评估是有效公司治理的重要标志。随着公司治理的边界由单个企业扩展到企业集团,对企业集团公司治理的研究越来重要,鉴于国内外对企业集团公司治理的研究不是很多,对集团公司董事会绩效进行评估的研究几乎是空白。因此,有必要结合集团公司的特点和平衡记分卡这一优良绩效评估工具,建立集团公司董事会绩效评估体系。     

Corporate Directors and Social Responsibility: Ethics versus Shareholder Value

This paper reports on the results of an experiment conducted with experienced corporate directors. The study findings indicate that directors employ prospective rationality cognition, and they sometimes make decisions that emphasize legal defensibility at the expense of personal ethics and social responsibility. Directors recognize the ethical and social implications of their decisions, but they believe that current corporate law requires them to pursue legal courses of action that maximize shareholder value. The results suggest that additional ethics education will have little influence on the decisions of many business leaders because their decisions are driven by corporate law, rather than personal ethics. Jacob Rose is Associate Professor at Southern Illinois University Carbondale. His research emphasizes judgment and decision making in accounting and governance contexts.     

Boards of directors and stakeholder orientation

Based on a survey of 2,361 directors in 291 of the largest companies of the Southeast States, this study empirically examined boards of directors' stakeholder orientations. The results indicate that (1) there exist distinct stakeholder groups perceived by directors, (2) directors have high stakeholder orientations, (3) directors view some stakeholders differently depending on their occupation (CEO directors v. non-CEO directors) and type (inside directors vs. outside directors).Jia Wang is an Associate Professor of Strategic Management at the California State University at Fresno. His current research interests include corporate governance and corporate social performance.H. Dudley Dewhirst is a Professor of Strategic Management and Director of the Strategic Management Program at the University of Tennessee, Knoxville. His current research interests include corporate governance and technology management.     

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.     

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.     

Board Meeting Attendance by Outside Directors

Outside directors’ regular board meeting attendance is important in improving the effectiveness of a governance system. Such attendance is evidence of their commitment to the firm as key other players in monitoring and decision making. Using a unique dataset for Korean firms, and three-level random coefficients models, we find that, foreign outside directors, an independent appointment process, professional knowledge of business operations and accumulated firm-specific knowledge are important factors that affect outside directors’ attendance of board meetings. The results also confirm that both outside directors’ personal characteristics and the social context are crucial in understanding their board meeting attendance. Further analysis shows that a positive corporate environment that supports the outside director system encourages outside directors’ attendance at board meetings.     

The value of independent directors: Evidence from China

This paper comprehensively investigates the contribution of independent directors to Chinese listed enterprises through a unique natural experiment. Our results show that in China, independent directors who are incumbent or retired government officials can promote the performance of privately controlled listed enterprises, while other independent directors make little contribution to Chinese listed enterprises. In fact, Chinese independent directors cannot play monitoring and advising roles effectively and even exacerbate the agency problem in listed enterprises. Among them, government official independent directors, however, enable privately controlled listed enterprises to access public resources to enhance firm performance. It can be concluded that Chinese independent directors act as “vases for decoration” on boards. Even worse, government official independent directors play important roles in firms' rent-seeking activities. Our findings provide sufficient new evidence for the classic theory of independent directors and may shed light on corporate governance in other emerging economies.     

Survey of Teaching,Training, and Research in the field of Economic and Business Ethics in Latin America

Theories of business ethics or corporate responsibility tend to focus on justifying obligations that go above and beyond what is required by law. This article examines the curious fact that most business ethics scholars use concepts, principles, and normative methods for identifying and justifying these beyond-compliance obligations that are very different from the ones that are used to set the levels of regulations themselves. Its modest proposal—a plea for a research agenda, really—is that we could reduce this normative asymmetry by borrowing from the normative framework of “regulation” to identify and justify an important range of beyond-compliance obligations. In short, we might think of “self-regulation” as a language and a normative framework with some distinct advantages over other frameworks like stakeholder theory, corporate social responsibility, corporate citizenship, and the like. These other frameworks have been under attack in the business ethics literature of late, primarily for their vagueness and their disappointing inability to distinguish clearly between genuine beyond-compliance moral obligations, on the one hand, and charitable acts that are laudable but not morally obligatory, on the other.     

Corporate governance mechanisms and financial performance in China: panel data evidence on listed non financial companies

The objective of this paper is to provide empirical evidence on the influence of corporate governance characteristics and corporate ownership concentrations on the financial performance of Chinese companies. This is based on analysis of a panel data set covering the years 2001 to 2005. The characteristics considered are the ratios of independent directors and professional supervisors on the companies' two boards, and the level of concentration in and type of ownership of the companies. Our chosen performance metric is Tobin's Q. We find that ownership concentration in general is a significant factor in determining firm performance. The degree of board independence is significant, but it only appears to have a positive impact on performance in larger companies. The expertise of the supervisory board is not a significant determinant of corporate financial performance in China. Our findings support a continued focus on making improvements to the operation and effectiveness of China's institutions of corporate governance.     

公司治理及其对审计影响

近年来，公司治理对于保证财务报告的公正合理、阻止公司舞弊发生的作用得到了广泛的认可和重视。本文阐述了公司治理模式中各因素对审计过程的影响，其中，公司管理层作为公司治理模式确立者对于审计过程具首要影响。     

Ethical Decision Making and the Employed Lawyer

This article addresses one of the more disturbing questions raised by the major financial failures of the recent past; namely, how it could be that professionals, highly trained both in ethics and technical disciplines, should apparently collude with management in corporate misbehaviour. The article builds on evidence suggesting that professionals in employment contexts find ways of adapting in order to minimise perceived or actual conflict between their professional and organizational obligations and that this, in turn, may affect the way in which they exercise professional judgment. It uses identity theory to propose that professionals may adopt modified identities when employed and that these identities may be expressed, in part, in the way in which they resolve ethical dilemmas. The article reports on the results of a qualitative study in which corporate counsel showed evidence of adopting these identities. The findings suggest that this line of research offers insight into a far more complex world of employed professionals than that traditionally hypothesised and that the popular approach of regulators and others to monitoring corporate governance by appointing professionals as gate-keepers within the organization is perhaps problematic.     

Corporate Governance System and Regional Heterogeneity: Evidence from East and West Russia

Abstract

Using a unique firm-level dataset obtained from a large-scale questionnaire survey conducted in late 2015, we examined the generality and heterogeneity of corporate governance systems between the eastern and western regions of Russia. The survey results strongly suggest that the governance system in the surveyed firms is generally characterized by: the dominance of closed corporate forms, the polarization trend in boards of directors and audit committees in terms of their independence from senior management, the reluctance to employ independent directors or expert auditors, and the strong preference for local auditors and indigenous audit firms as external auditors. At the same time, however, we also found that the probability of establishment of the governance bodies, appointment of independent directors and expert auditors, and execution of external audit in the eastern companies is significantly lower than that in the western counterparts. This finding is robust, even after a series of firm-level attributes are simultaneously controlled for.     

The Effect of Outside Board Members on Energy Efficiency in Korea

Drawing largely upon the stakeholder theory and the resource dependence literature, this article examines the relationship between corporate governance structure and sustainability measured by energy efficiency. The model uses data from South Korean (Korean hereafter) firms that have relied heavily on energy-intensive industry for economic growth and have experienced major changes in their corporate governance structure since the 1997 Asian financial crisis. Estimation results show that a corporate governance structure that includes the appointment of heterogeneous outside directors, given other conditions, leads to an increase in energy efficiency and thus sustainability.