In the wake of corporate governance scandals, questions arise about the effectiveness and intent of corporate ethical codes: Are they genuine governance mechanisms to enhance corporate responsibility, or are they mere shields against legal risks? This study delves into the linguistic choices within ethical codes, positing that these choices serve as communication devices that articulate a firm’s institutional logic. We use stakeholder theory to differentiate between code language that is governed by instrumental (legal-oriented) or normative (behavior-oriented) logic. Upon analyzing the (...) lexicon of Fortune 500 corporate codes, our findings reveal that behavior-oriented codes are associated with a decrease in the number of environmental, social, and governance (ESG) issues. Yet, they correspond to an increase in class action lawsuits. By contrast, legal-oriented codes are linked to an increase in ESG issues but to reduced legal litigation. Notably, firms that blend approaches from both logics experience lower litigation rates. These findings enrich the discourse on stakeholder theory and provide practical guidance for organizations aiming to refine their ethical codes. This refinement seeks to enhance ethical behavior and mitigate corporate risks. (shrink)

While there are companies whose codes of ethics state that mere appearance of unethical behavior by employees is morally unacceptable, this so‐called appearance standard has hardly received any attention in the business ethics literature. Using corporate integrity theory, this article explores the criteria that may explain how mere appearances of unethical behavior can arise (i.e., the presence of conflicts of interests, the entanglement of these interests, a reputation for lack of integrity, and deviant outcomes) and those that may make such (...) appearances morally unacceptable (i.e., foreseeability, avoidability, and seriousness). The article proposes remedies for preventing and resolving instances when mere appearance of unethical behavior is morally unacceptable. (shrink)

Research about codes of corporate ethics has hitherto taken a hypothetical, correct meaning of codes for granted. The article problematises the dichotomous categories intrinsic and subjective meanings of codes. I address the question if professionals in finance accept codes of business. The particular mentality of stockbrokers and traders constructs the way they judge restrictions such as company codes of ethics. While neglecting dimensions of ethics beyond known rules, brokers and traders distrust good ethics as a possible end in itself. Many (...) professionals in the financial market perceive efforts to integrate ethical reasoning in work as only means for maximising business opportunities. (shrink)

The compliance-based approach and the integrity approach have been the mainstream responses to corporate scandals. This paper proposes that, despite each approach comprising necessary elements, neither offers a comprehensive solution. Compliance and integrity, far from being mutually exclusive, reinforce each other. Working together, in a correct relationship, they build a harmonized system that yields positive synergies and which also advocates prudence. It enables the generation of a culture of compliance that tends to minimize the technical and ethical errors in decision (...) making. In order to explore an applied harmonized approach, we analyze the audit committee, a specific and broadly accepted regulatory instrument. Formed by non-executive members, regulation requires these members to be dedicated, qualified, and independent as a guarantee of efficiency. We show how the compound of those elements produces positive effects in a context of solid governance. We conclude that it is the strong relationship between efficiency and prudence, in the creation of a culture of compliance, which enables the minimization of errors. (shrink)