Ethics and the conduct of business 8th by john boatright and smith 2017 chapter 13

Learning Objectives• 13.1: Identify the moral arguments and legal rules for shareholders’ control of publicly held corporations, and the additional considerations for protecting the int

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Ethics and the Conduct of Business

Eighth edition

Chapter 13 Governance, Accountability, and Compliance

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Learning Objectives

•

13.1: Identify the moral arguments and legal rules for shareholders’ control of publicly held

corporations, and the additional considerations for protecting the interests of other stakeholders

•

13.2: Critique how financial reporting, corporate management roles, and the law function to prevent fraud and other kinds of corporate misconduct, and the flaws in the system that have allowed major scandals

•

13.3: Evaluate the components of corporate ethics programs, the federal guidelines designed to punish and prevent misconduct, and how adopting a code of ethics benefits companies

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Introduction: Governance, Accountability, and Compliance

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13.1: Corporate Governance (1 of 2)

Objective: Identify the moral arguments and legal rules for shareholders’ control of publicly held corporations, and the additional considerations for protecting the interests of other stakeholders

13.1.1: Shareholder Control

Overview

Justifying control

Public policy

Incentives

The market

13.1.2: The Shareholders' Contract

Residual risk bearer

Solutions

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13.1: Corporate Governance (2 of 2)

Objective: Identify the moral arguments and legal rules for shareholders’ control of publicly held corporations, and the additional considerations for protecting the interests of other stakeholders

13.1.3: Shareholders and Stakeholders

Overview

Stakeholder theory

Protecting stakeholders

Return to stakeholders

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Figure 13.1: Measures for Corporation Accountability

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13.2: Corporate Accountability (1 of 2)

Objective: Critique how financial reporting, corporate management roles, and the law function to prevent fraud and other kinds of corporate misconduct, and the flaws in the system that have allowed major scandals

13.2.1: Financial Reporting

Overview

Accounting and auditing

Job pressure

Conflict of interest

Confidentiality and expectations gap

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13.2: Corporate Accountability (2 of 2)

Objective: Critique how financial reporting, corporate management roles, and the law function to prevent fraud and other kinds of corporate misconduct, and the flaws in the system that have allowed major scandals

13.2.2: Executives and Directors

Role of CEO

Role of directors

13.2.3: Criminal Prosecution

Overview

Theoretical problems

Practical problems

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13.3: Corporate Compliance (1 of 3)

Objective: Evaluate the components of corporate ethics programs, the federal guidelines designed to punish and prevent misconduct, and how adopting a code of ethics benefits companies

13.3.1: Program Components

Overview

Components

Integrity strategy

13.3.2: Program Benefits

Main benefit

Other benefits

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13.3.3: Federal Sentencing Guidelines

Overview

How do guidelines work

Effective ethics programs

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Table 13.1: Determining a Culpability Score

+ 5 points if high-level personnel were involved in the wrongdoing – 1 to 5 points for:

• reporting an offense

+ 3 points if the organization obstructed the investigation or prosecution of the crime • cooperating with the investigation

+ 2 points if similar misconduct had occurred before • accepting full responsibility

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13.3.4: Codes of Ethics

Overview

Types of codes

Reasons for adoption

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Conclusion: Governance, Accountability, and Compliance

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