The focus of this paper is to further a discussion of codes of ethics as institutionalized organizational structures that extend some form of legitimacy to organizations. The particular form of legitimacy is of critical importance to our analysis. After reviewing various theories of legitimacy, we analyze the literature on how legitimacy is derived from codes of ethics to discover which specific form of legitimacy is gained from their presence in organizations. We content analyze a sample of codes to consider the (...) question of whether a strategic, self-interested rationale lies behind the adoption of a code of ethics. We propose that the process of employing codes of ethics in this strategic manner has become, through isomorphism, an institutionalized practice that itself confers a cognitive form of legitimacy to the organization and further distances the codes from their moral foundation. (shrink)

This paper reports on an investigation of issues surrounding the use of ethical codes/codes of conduct in Irish based companies. Using a comprehensive questionnaire survey, the paper examines the incidence, content and enforcement of codes of conduct among a sample of the top 1000 companies based in Ireland. The main findings indicate that the overall usage of codes of conduct amongst indigenous Irish companies has increased significantly from 1995 to 2000. However, in line with prior research, these codes focus primarily (...) on issues surrounding company and employee protection as opposed to society protection. Almost half of all codes are written by company personnel or provided by head office. Revisions of codes are common but formal ongoing methods of instructing new staff about codes are not prevalent. Less than one-third of companies with codes have formal channels for reporting violations but a high percentage have formal disciplinary procedures in place for breaches of codes. (shrink)

The three leading normative theories of business ethics are the stockholder theory, the stakeholder theory, and the social contracttheory. Currently, the stockholder theory is somewhat out of favor with many members of the business ethics community. Thestakeholder theory, in contrast, is widely accepted, and the social contract theory appears to be gaining increasing adherents. In thisarticle, I undertake a critical review of the supporting arguments for each of the theories, and argue that the stockholder theory is neitheras outdated nor as (...) flawed as it is sometimes made to seem and that there are significant problems with the grounding of both thestakeholder and social contract theory. I conclude by suggesting that a truly adequate normative theory of business ethics must ultimately be grounded in individual consent. (shrink)

What is unique about the development of business ethics in the USA, and how does it compare with various countries of Europe and with Japan? Institutional, legal, social and cultural factors are identified by the Professor of Business and Public Policy at the Haas School of Business, University of California at Berkeley. An earlier version of this article titled “The Globalization of Business Ethics: Why America Remains Distinctive” was published in the Fall 1992 issue of the California Management Review, Vol. (...) 35, No. 1. Reprinted by Permission of The Regents of the University of California. (shrink)

The author of this major study compares the significantly different approaches to business ethics on both sides of the Atlantic and considers what they have to learn from each other. He has considerable experience of business ethics in both Europe and North America, having taught and researched the subject at the University of St Gallen in his native Switzerland before his appointment as Professor of International Business Ethics in the College of Business Administration, University of Notre Dame, Indiana 46556, USA. (...) Professor Enderle was also the founding Honorary Treasurer of the European Business Ethics Network and is an Associate Editor of this Review. (shrink)

Using agency theory, this study empirically examined the relationship between board composition and corporate philanthropy. Generally, the ratio of insiders to outsiders, the percentage of insider stock ownership, and the proportion of female and minority board members were found to be positively and significantly associated with firms'' charitable contributions.

Most large companies and many smaller ones have adopted ethics codes, but the evidence is mixed as to whether they have a positive impact on the behavior of employees. We suggest that one way that ethics codes could contribute to ethical behavior is by influencing the perceptions that employees have about the ethical values of organizations. We examine whether a group of sales professionals in organizations with ethics codes perceive that their organizational context is more supportive of ethical behavior than (...) sales professionals in companies without codes. After accounting for the effect of several covariates, our results indicated that sales professionals employed in organizations with codes of ethics perceived their work environments to have more positive ethical values than did other sales professionals. (shrink)

The dramatic increase in the number of corporate ethical codes over the past 20 years has been attributed to the Watergate scandal and the Foreign Corrupt Practices Act. Ethical codes differ somewhat from profesional codes and mission statements; yet the terms are frequently interchanged and often confused in the literature. Ethical code studies are reviewed in terms of how codes are communicated to employees and whether implications for violating codes are discussed. Most studies use content analysis to determine subjects in (...) codes. Little information is available about how codes are communicated, whether they are accepted and used by employees, and whether they affect employee/corporate behavior. More research on ethical codes is needed to answer some of these questions. (shrink)

A study was conducted in order to examine the relationship between corporate codes of ethics and behaviour. Fifty-seven interviews of employees, managers, and ethics officers were conducted at four large Canadian companies. The study found that codes of ethics are a potential factor influencing the behaviour of corporate agents. Reasons are provided why codes are violated as well as complied with. A set of eight metaphors are developed which help to explain how codes of ethics influence behaviour.

Are corporate codes of ethics necessarily ethical? To challenge this notion, an initial set of universal moral standards is proposed by which all corporate codes of ethics can be ethically evaluated. The set of universal moral standards includes: (1) trustworthiness; (2) respect; (3) responsibility; (4) fairness; (5) caring; and (6) citizenship. By applying the six moral standards to four different stages of code development (i.e., content, creation, implementation, administration), a code of ethics for corporate codes of ethics is constructed by (...) which companies can be ethically audited for compliance. The newly proposed code of ethics for corporate codes of ethics was then applied to four large Canadian companies representing a variety of industries: telecommunications; banking, manufacturing, and high technology. The ethical audit of the four companies' ethics programs based on the proposed code indicates that all four companies have room to improve the ethical nature of their codes of ethics (i.e., content, creation, implementation, administration). (shrink)

Ethical decisions related to computer technology and computer use are subject to three primary influences: (1) the individual's own personal code (2) any informal code of ethical behavior that exists in the work place, and (3) exposure to formal codes of ethics. The relative importance of these codes, as well as factors influencing these codes, was explored in a nationwide survey of information system (IS) professionals. The implications of the findings are important to educators and employers in the development of (...) acceptable ethical standards. (shrink)

This study examined the relationship between unethical employee behavior and the dimensions of the Ethical Climate Questionnaire (ECQ). In order to explore the relationship between the dimensions of the ECQ and unethical behavior, the factor structure of five previously identified empirical models and the hypothesized nine-dimension model for the ECQ was tested with a confirmatory factor analysis. The analysis revealed that the hypothesized nine-dimension model provided as good or even better fit to the data than the five empirically derived models. (...) Therefore, the nine-dimensional model was used to examine the criterion-related validity of the ECQ. The results demonstrated that the nine ethical climate dimensions were correlated with some of the unethical behaviors examined in this study, but not others. However, the results clearly demonstrated that most of the ethical climate dimensions were significantly related to an aggregate measure of unethical behavior. It was suggested that these results might account for the differences in previous studies on the criterion-related validity of the ECQ. The results also replicated a previous report that the association between unethical behavior and ethical climate is stronger in organizations that do not have a code of ethics. Finally, a difference was observed in the ethical climates for organizations with a code of ethics and organizations without a code of ethics. (shrink)

This article summarizes the multitude of empirical studies that test ethical decision making in business and suggests additional research necessary to further theory in this area. The studies are categorized and related to current theoretical ethical decision making models. The studies are related to awareness, individual and organizational factors, intent, and the role of moral intensity in ethical decision making. Summary tables provide a quick reference for the sample, findings, and publication outlet. This review provides insights for understanding organizational ethical (...) decision constructs, where ethical decision making theory currently stands, and provides insights for future empirical work on organizational ethical decision making. (shrink)

Business codes are a widely used management instrument. Research into the effectiveness of business codes has, however, produced conflicting results. The main reasons for the divergent findings are: varying definitions of key terms; deficiencies in the empirical data and methodologies used; and a lack of theory. In this paper, we propose an integrated research model and suggest directions for future research.

Following the example of the many organizations in the United States which have a code of ethics, an increasing interest on the part of companies, trade organizations, (semi-)governmental organizations and professions in the Netherlands to develop codes of ethics can be witnessed. We have been able to escort a variety of organizations in this process. The process that organizations must go through in order to attain a code involves a variety of difficult decisions. In this article we will, based on (...) our experiences, describe twelve dilemmas which will have to be solved during the development of such a code. When one or more of these dilemmas is ignored or an ungrounded choice is made, the effectiveness of the code will be negatively affected. Furthermore, the twelve dilemmas could be used as twelve dimensions to exemplify organizational codes of ethics. In this article we will also discuss a method to organize ethics within the organization. This will serve as a guide as to how, with respect to the dilemmas described, adequate considerations can be made. The article will be concluded with a description of our experiences at the Dutch Schiphol Airport. This case demonstrates how the aforementioned reasoning can be applied in practice. (shrink)

Business codes are an oft-cited management instrument. But how common are codes among multinationals? And what is their content? In an unprecedented study, the codes of the largest corporations in the world have been collected and thoroughly analyzed. This paper presents the results of that study. Of the two hundred largest companies in the world, 52.5% have a code. More than half of these codes describe company responsibilities regarding quality of products and services (67%), adherence to local laws and regulations (...) (57%) and the protection of the natural environment (56%). Many codes make reference to principles governing stakeholder relations (e.g. transparency (55%), honesty (50%) and fairness (45%)), corporate core values (e.g. teamwork (43%)), appropriate conduct among employees (e.g. discrimination (44%) and intimidation (43%)) and treatment of company property by employees (e.g. conflict of interests (52%), corruption (46%) and fraud (45%)). Monitoring compliance with the code is addressed in 52% of the codes. Based on this content study, three types of codes are distinguished: the stakeholder statute (72%), the values statement (49%) and the code of conduct (46%). The results of this inquiry present a benchmark for the evaluation and development of both individual and international business codes. (shrink)

One area of business performance of particular interest to both scholars and practitioners is corporate social responsibility. The notion that organizations should be attentive to the needs of constituents other than shareholders has been investigated and vigorously debated for over two decades. This has provoked an especially rich and diverse literature investigating the relationship between business and society. As a result, researchers have urged the study of the profiles and backgrounds of corporate upper echelons in order to better understand this (...) relationship.There is ample evidence that corporations have in recent years increased the proportion of outside directors on their boards. This has been partly in reaction to increased interest in the corporate social responsiveness of business organizations and suggestions that the board of directors could play a unique role in this area. The expectation on the part of practitioners, researchers, and governmental regulators is that outside directors will advocate greater corporate responsiveness to society''s needs by playing a more active role in overseeing managerial decisions. (shrink)

Differences and similarities between inside and outside board members with regard to their attitudes toward corporate social responsibility are examined. The results indicate that outside directors exhibit greater concern about the discretionary component of corporate responsibility and a weaker orientation toward economic performance. No significant differences between the two groups were observed with respect to the legal and ethical dimensions of corporate social responsibility. Some explanations as well as limited generalizations and implications are developed.

Information and communications technology (ICT) is now used more by non-IT professional end-users than by IT professionals. A survey of 125 London-based organisations found that the majority had instituted codes of conduct designed to govern the use of ICT by their employees. However, the primary purpose of adopting such codes was to ensure the security and efficient operation of the organisation's information systems rather than for wider ethical considerations. Hence, few of the codes of conduct addressed issues relating to the (...) collection, storage and dissemination of data about individuals (personal data); this was especially the case with codes emanating from IT departments rather than senior management. In general, codes of conduct were found to be ineffective in influencing end-user behaviour in the organisations surveyed. Codes of conduct are a means by which organisations seek to exercise power, control and ownership, but their effectiveness is compromised by the nature of ICT itself as well as the attitudes of employees. The failure of well-publicised ethical policies to influence use of ICT by business studies students – the managers of tomorrow – suggests that these tensions are likely to remain unresolved. (shrink)

The author of this major study compares the significantly different approaches to business ethics on both sides of the Atlantic and considers what they have to learn from each other. He has considerable experience of business ethics in both Europe and North America, having taught and researched the subject at the University of St Gallen in his native Switzerland before his appointment as Professor of International Business Ethics in the College of Business Administration, University of Notre Dame, Indiana 46556, USA. (...) Professor Enderle was also the founding Honorary Treasurer of the European Business Ethics Network and is an Associate Editor of this Review. (shrink)

There is increasing public interest in understanding the nature of corporate ethics due to the knowledge that unethical decisions and activities frequently undermine the performance and abilities of many organizations. Of the current literature found on the topic of ways organizations can influence ethical behavior, a majority is found on the issue of corporate codes of ethics.Most discussions on codes of ethics evaluate the contents of the codes and offer opinions on their wording, content, and/or value. Unfortunately, very little research (...) has been devoted towards discovering whether they are effective in promoting ethical decision-making behavior. Thus, due to the lack of empirical research on this particular topic, this paper attempts to further address this issue. (shrink)

The theory of the social responsibility of the firm oscillates between two extremes: one that reduces the firm's responsibility to the obtainment of (the greatest possible) profit for its shareholders, and another that extends the firm's responsibility to include a wide range of actors with an interest or "stake" in the firm. The stakeholder theory of the social responsibility of business is more appealing from an ethical point of view, and yet it lacks a solid foundation that would be acceptable (...) to a variety of schools of thought.In this paper I argue that the stakeholder theory could be founded on the concept of the common good. First, I explain the foundations of the theory of the common good, the concept itself, how it relates to the individual good, and its role in the firm. Following that, I explain how the theory of the common good could be applied to the stakeholder theory. Finally, I draw some conclusions. (shrink)

Business codes are a widely used management instrument. Research into the effectiveness of business codes has, however, produced conflicting results. The main reasons for the divergent findings are: varying definitions of key terms; deficiencies in the empirical data and methodologies used; and a lack of theory. In this paper, we propose an integrated research model and suggest directions for future research.

Gallup Polls have reported on the perceived ethics of various professions in the US since 1976. Clergymen and pharmacists were consistently identified as two of the most ethical professionals in the 1980''s and 1990''s. Business executives have not fared well in these polls and have not been rated among the top ten most ethical professions in any of the years the poll was taken. Ethical codes have not done much to belay the perception that the US business executive is not (...) very ethical. Whether the Sarbanes-Oxley Act will impact the ethical behavior of business executives remains to be seen. (shrink)

This study examined the relationship between the proportion of women serving on firms' boards of directors and the extent to which these same firms engaged in charitable giving activities. Using a sample of 185 Fortune 500 firms for the 1991-1994 time period, the results provide strong support for the notion that firms having a higher proportion of women serving on their boards do engage in charitable giving to a greater extent than firms having a lower proportion of women serving on (...) their boards. Further, the results suggest a link between the percentage of women on boards and firm philanthropy in the areas of community service and the arts, but found no link between women boardmembers and firm giving to support education or public policy issues. The implications of the findings and some areas for future research are discussed. (shrink)

Following a government campaign run by the Independent Commission Against Corruption (ICAC) in 1994, many Hong Kong companies and trade associations adopted written codes of conduct. The research study reported here examines how and why companies responded, and assesses the impact of code adoption on the moral climate of code adopters. The research involved (a) initial questionnaire surveys to which 184 organisations replied, (b) longitudinal questionnaire-based assessments of moral ethos and conduct in a focal sample of 17 code adopting companies, (...) (c) interviews with 33 managers in the focal companies examining the adoption and impact of the codes, and (d) content analysis of 41 company codes of conduct, including those of most focal companies, plus the ICAC model code.While a mixture of prudential and altruistic reasons were given for code adoption, content analysis suggested that the prime motive was corporate self-defence. The prevailing themes were bribery, conflict of interest, insider information, gambling, moonlighting, accuracy of records and misuse of corporate assets. Wider social responsibility tended to be neglected. Companies appeared to have imposed their codes top-down, emphasising disciplinary procedures rather than ethics training, and appointing neither ethics counsellors nor ombuds-people. The longitudinal study over a seven month period suggested that while moral ethos may have declined, overall standards of perceived conduct had not changed. (shrink)

This paper analyses the ethical performance of foreign-investment enterprises operating in China in comparison to that of the indigenous state-owned enterprises, collectives and private enterprises. It uses both the deontological approach and the utilitarian approach in conceptualization, and applies quantitative and econometric techniques to ethical evaluations of empirical evidences. It shows that according to various ethical performance indicators, foreign-investment enterprises have fared well in comparison with local firms. This paper also tries to unravel the effect of a difference in business (...) culture and competitive market forces on ethical performance by comparing the behavior of foreign-investment enterprises with that of the indigenous state-owned enterprises and collectives on the one hand, and with that of the indigenous private enterprises on the other. (shrink)

The focus of this paper is to further a discussion of codes of ethics as institutionalized organizational structures that extend some form of legitimacy to organizations. The particular form of legitimacy is of critical importance to our analysis. After reviewing various theories of legitimacy, we analyze the literature on how legitimacy is derived from codes of ethics to discover which specific form of legitimacy is gained from their presence in organizations. We content analyze a sample of codes to consider the (...) question of whether a strategic, self-interested rationale lies behind the adoption of a code of ethics. We propose that the process of employing codes of ethics in this strategic manner has become, through isomorphism, an institutionalized practice that itself confers a cognitive form of legitimacy to the organization and further distances the codes from their moral foundation. (shrink)

This study explores the reactions of 412 business students to a range of ethical marketing dilemmas. Reviewing some of the comparable Australian and U.S. research in the field, the study examines the ethical judgements for potential demographic differences. The findings suggest that a majority of students are prepared to act unethically in order to gain some competitive or personal advantage. Yielding the highest ethical response are situations of potential and significant social impact. The results support some previous research that shows (...) the existence of gender and age differences in ethical response and likely behaviour. This (gender) difference was most divergent on the issue of portrayal of women in advertising. In particular, females and older students respond more ethically in a majority of situations. The research concludes a number of opportunities for new directions in education, public policy making and further research. (shrink)

The public accounting profession has long relied on its reputation for integrity and veracity as justification for its professional status and monopoly privilege predicated on claims of acting in the public interest. If such status and privilege are to be justified and sustained, serious consideration of what constitutes ethical behavior, how such behavior is motivated as well as an explicit recognition of the rights and interests of affected parties constitutes an ethical imperative for the profession. Traditionally, work on ethics and (...) auditing is quite narrow, failing to recognize the social context of individual actions, failing to identify the relevant constituencies of the profession, and failing to articulate processes through which the constituencies interests can be identified. Generally, the accounting literature has taken a cognitive perspective on ethical decision making which views the resolution of ethical dilemmas as primarily a function of the moral makeup of the actor responding within the context of the Code of Professional Conduct. The purpose of this paper is to broaden the theoretical base of ethical research, specifically within the area of professional accounting and more generally in the area of business. We propose the application of structuration theory in conjunction with stakeholder theory and a responsibility ethic. The application of stakeholder theory is a means for identifying affected constituencies. A responsibility ethic recognizes the situatedness of an individual within an ongoing professional community. Structuration theory provides a theoretical framework for articulating and investigating both the structures within which action is carried out as well as the interaction between the social structures and the actors. Taken together, the theories allow for an enhanced ability to define ethical behavior within a business context and to understand the contextual antecedents and consequences of ethical acts. (shrink)

This paper reports on a study of the largest Spanish corporations concerning the status of corporate ethics policies. The research project, the first of its kind in Spain, has two parts. First, the types of formal documents the companies use are analysed, including those dealing with ethical values or norms. Three groups of companies are distinguished: the first group has no formal documents dealing with ethical values, and the reasons given for not having any ethical statement are discussed. A second (...) group has one document mentioning ethical values (generally the vision and/or mission statement), and a third group has in place two or more documents (one generic and the other more detailed, such as a code of conduct). The findings show that the latter group is more proactive than the former in implementing measures for promoting business ethics throughout the organisation. In the second part of the research, the study analyses the differences between companies whose headquarters are in Spain, Europe and USA regarding the arguments, the focus and the practices used to formalise business ethics. (shrink)

Two key questions lie at the heart of the business challenge for business ethics: is it possible for business and investors to do well while doing good; and if so, how can this be achieved? This paper adopts an international investment perspective to address these questions. It demonstrates that it is possible for business and investors to achieve a triple bottom line of environmental, social and financial performance.A new integrated model of Ethical Business including an Ethical Scorecard performance measurement technology (...) is presented based on international ethical investment criteria and case studies of businesses rated highly by ethical investors. Ethical Performance Scores are presented for these businesses and New Zealand business. Examples from New Zealand are presented to illustrate the Ethical Scorecard and ethical business practice. The model and scoring system provide a basis for international benchmarking of ethical business to assist investors, managers and researchers. (shrink)

The three leading normative theories of business ethics are the stockholder theory, the stakeholder theory, and the social contracttheory. Currently, the stockholder theory is somewhat out of favor with many members of the business ethics community. Thestakeholder theory, in contrast, is widely accepted, and the social contract theory appears to be gaining increasing adherents. In thisarticle, I undertake a critical review of the supporting arguments for each of the theories, and argue that the stockholder theory is neitheras outdated nor as (...) flawed as it is sometimes made to seem and that there are significant problems with the grounding of both thestakeholder and social contract theory. I conclude by suggesting that a truly adequate normative theory of business ethics must ultimately be grounded in individual consent. (shrink)

A random sample of 207 national business consultants is employed to test the effects of individual values and professional ethics on consulting behavior. The results suggest that the individual values held by consultants are positively correlated with professional ethics, but are negatively correlated with consulting behavior. Moreover, there appears to be no significant relationship between the professional ethics of consultants and business consulting behavior. Findings and issues regarding the effectiveness of codes of ethics and implications for both the provider and (...) recipient of professional consulting services are discussed. (shrink)

This paper reviews studies of corporate ethical codes published since 2000 and concludes that codes be can effective instruments for shaping ethical behavior and guiding employee decision-making. Culture and effective communication are key components to a code’s success. If codes are embedded in the culture and embraced by the leaders, they are likely to be successful. Communicating the code’s precepts in an effective way is crucial to its success. Discussion between employees and management is a key component of successful ethical (...) codes. (shrink)

This paper takes its point of departure in an article by Stevens [Stevens, B.: 1994, Journal of Business Ethics 54, 163–171], in which she identified a lack of knowledge regarding how corporate codes of ethics are communicated and affect behavior in organizations. Taking heed of this suggested gap, we review studies on corporate codes of ethics with an empirical content, published since 1994. The conclusion of the review is that we still lack knowledge on how codes work, how they are (...) communicated and how they are transformed inside organizations. Stevens’ plea could even be extended, arguing that the knowledge gap might be of even more significance than in the mid-1990s. Some directions for how this situation can be approached in future studies are outlined in the paper. (shrink)

This paper examines the status of Corporate Ethical Policies (CEP) in large companies in Argentina, Brazil and Spain, with a special emphasis on Corporate Ethics Statements (CES), documents that define the firms’ philosophy, values and norms of conduct. It is based on a survey of the 500 largest companies in these nations. The findings reveal many similarities between these countries. Among other things, it emerges that most companies give consideration to ethics in business and have adopted some kind of formal (...) or informal ethical policies. Regardless of whether or not they have a CES, companies agree that ethical conduct must be taken into account when selecting, appraising and promoting personnel as an important ethical policy. There is a growing tendency to draw up formal corporate ethics documents. These documents are perceived, first and foremost, as supporting the development of corporate culture. Most respondents believe that primary responsibility for ethical issues in the company rests with the CEO. Finally, the findings indicate that most companies that devote more resources to communicating and implementing CESs have two or more formal ethics documents. The main differences between the countries included in the study concern the emphasis given to specific aspects, such as avoiding misconduct or taking ethical criteria into account when selecting personnel. The emphasis is greatest in countries where corruption seems most prevalent. (shrink)

In the process of implementing an ethical code of conduct, a business organization uses formal methods. Of these, training, courses and means of enforcement are common and are also suitable for self-regulation. The USA is encouraging business corporations to self regulate with the Federal Sentencing Guidelines (FSG). The Guidelines prescribe similar formal methods and specify that, unless such methods are used, the process of implementation will be considered ineffective, and the business will therefore not be considered to have complied with (...) the guidelines. Business organizations invest enormous funds on formal methods. However, recent events indicate that these are not, by themselves, yielding the desired results. Our study, based on a sample of 812 employees and conducted in an Israeli subsidiary of a leading multinational High-Tech corporation headquartered in the US, indicates that, of the methods used in the process of implementation, one of the informal methods (namely, the social norms of the organization) is perceived by employees to have the most influence on their conduct. This result, when examined against employee tenure, remains relatively stable over the years, and stands in contradistinction to the formalistic approach embedded in the FSG. We indirectly measure the effectiveness of the percieved most influential implementation process methods by analyzing their impact on employee attitudes (namely, personal ethical commitment and employees'' commitment to organizational values). Our results indicate that the informal methods (manager sets an example or social norms of the organization) are likely to yield greater commitment with respect to both employee attitudes than the formal method (training and courses on the subject of ethics). The personal control method (my own personal values) differs significantly from all the other methods in that it yields the highest degree of personal ethical commitment and the lowest degree of employees'' commitment to organizational values. (shrink)

. 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. (shrink)

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. (shrink)

The international economy is changing at a rapid rate. The alteration and reduction of both geographical and political borders, coupled with the growing interdependence of socially, politically, economically, and legally diverse countries, have caused multinational corporate entities to revise various policies. These revisions include revisions in marketing strategies, strategic alliances, product and service strategies and, perhaps most importantly as it affects all strategies, a MNC's approach to ethical systems. The truly global company must come to grips with the legal and (...) moral atmosphere in which it operates. The concept of moral rights, those transcending legal or political rights, drives us to review four international codes of conduct and to attempt to develop one international uniform code that might be applicable to any business, in any country or culture. (shrink)