Lecture Corporate governance and ethics: Chapter 3 - Rezaee

Chapter 3 - Introduction to business ethics. After completing this chapter, students will be able to: Present the definition of ethics in general and business ethics in particular, recognize the need for a code of ethics that is upheld especially by setting the right “tone at the top, become familiar with the SEC rules and regulations relating to ethics,...

Introduction to Business Ethics Chapter III 

Chapter Objectives:

• Present the definition of ethics in general and business ethics in particular.

• Recognize the need for a code of ethics that is upheld especially by setting the right “tone at the top.”

• Become familiar with the SEC rules and regulations relating to ethics.

• Provide an overview of listing standards and suggestions relating to ethics.

• Understand the board’s role in setting the company’s ethical codes.

• Recognize the benefits of and need for an ethical workplace.

• Identify incentive programs and their roles in promoting an ethical workplace.

• Illustrate that actions speak louder than words in promoting an ethical workplace.

• Discuss the integration of business ethics into the business curriculum.

• Provide an example of proficient implementation of an ethical code by examining the Defense Industry Initiatives on Business Ethics and Conduct.

Key Terms

Business ethics

Code of Ethics

Committee of Sponsoring Organizations

Of the Treadway Committee (COSO)

Conference board

Defense Industry Initiatives

on Business Ethics and Conduct

Ethical Behavior

Ethical Incentives

Ethical Sensitivity

Ethics In Workplace

There is increased interaction between the board of directors, audit committees, internal auditors, external auditors, executives, and employees in general regarding ethical conduct in the workplace

IS IT A RESULT OF SOX IMPLEMENTATION?

SOX is reported to have a positive impact on business codes of ethics But OTHER elements are required to promote competency and integrity among all participants

Findings of Deloitte&Touche 2007 Survey on Ethics and Workplace

Findings of Deloitte&Touche 2007 Survey on Ethics and Workplace

Findings of Deloitte&Touche 2007 Survey on Ethics and Workplace

Findings of Deloitte&Touche 2007 Survey on Ethics and Workplace

Findings of Deloitte&Touche 2007 Survey on Ethics and Workplace

THUS:

All organizations, regardless of their mission (e.g., profit oriented,

nonprofit) and size (large vs small), should establish an “organizational ethical culture.” The phrase “organizational ethical culture” consists of three words:

(1) organization, which is defined as a group of individuals or entities bound to achieve a shared goal;

(2) ethics, which is honorable behavior conforming to the norm of the group;

(3) culture, which is a pattern of shared beliefs adopted by the group in dealing with its internal and external affairs

3 The company level , under which different companies have their own set of ethical standards

4 The individual manager level , at which each manager and other corporate participants are responsible for their own ethical behavior

CONSEQUENTLY, one feasible way to judge ethical behavior is to focus

on determinants of business ethics and behavior such as corporate culture, incentives, opportunities, and choices

Corporate Culture  Companies  should  promote  a  spirit  of  integrity  that 

Choices  Individuals,  in  general,  are  given  the  freedom  to 

make  choices  and  usually  choose  those  that  will maximize their well­being. 

Business Ethics (Cont.)

Triangle of Business Ethics

The triangle of business ethics consisting of (1) ethics sensitivity, (2) ethics incentives, and (3) ethical behavior

Ethics sensitivity: Moral principles, workplace environment, gamesmanship, loyalty, peer pressure, and job security that influence one’s ethical decisions.

Ethics incentives: Rewards, punishments, and requirements for ethical behavior (e.g., tone at the top, AICPA code of professional ethics)

Ethics behavior: Doing “the right thing” rises above a rules-based mindset that asks, “is this legal,” and adopts a more principles-based approach that asks, “is this right?”

Triangle of Business Ethics (Cont.)

SEC Rules on Corporate Code of  Ethics

The SEC rule describes the term “code of ethics” as written standards designed to deter wrongdoing and to promote:

(1) Full, fair, accurate, timely, and transparent disclosure in reports and documents

(2) Avoidance of conflicts of interest, including disclosure of any material transaction or relationship

(3) Honest and ethical conduct throughout the company

(4) Accountability for compliance with the established code of ethics

(5) Compliance with applicable laws, rules, regulations, and professional standards

(6) The prompt internal reporting of noncompliance and any violations of the established code of ethics to an appropriate person or

persons designated in the code

Code of Ethics (Cont.)

The SEC extended code of ethics requirements to both the company’s principal financial officers (SOX’s Section 406) and principal executive officers (SOX’s Section 407) The SEC rules in implementing Section 406

of SOX require public companies to disclose whether they have adopted

a code of ethics for their principal officers, including principal executive officers, principal financial officers, principal accounting officers, controller, or other personnel performing similar functions in the annual report filed with the SEC

If the company has not adopted such a code of ethics, it must disclose the reason for not doing so

NASD ethics rules for Nasdaq-listed companies are similar to those of the NYSE and further require the company’s adopted code to provide for

an enforcement mechanism and any waivers of the code for directors or executive officers to be approved

by the board and disclosed not later than the next periodic report.

Ethics Teaching in Business School

The emerging corporate governance reforms have had a positive impact

on academic programs

The goal of corporate governance and business ethics education is to teach students their responsibilities and accountability to their profession and society Almost all states require CPA candidates to pass an ethics exam before licensing and report the ethics component in their continuing education requirements Almost all states require a minimum amount of ethics education for their practicing CPAs

Ethics in Institutions of Higher

Education

Academic integrity and ethical conduct by students and faculty are important to the sustainable well-being and reputation of institutions of higher education This academic

integrity can be achieved when:

(1) there is an effective and fairly enforceable academic honor code,

(2) faculty are willing to take proper action against suspected cheaters, (3) adequate research is conducted to identify factors that affect academic integrity, including fundamental ethical values,

(4) ethics are integrated into the business curriculum, and

pedagogies are developed to teach and encourage adherence to ethical values and conducts

Personal Ethics

In June 2005, the International Ethics Standards Board for Accountants (IESBA), part of the International Federation of Accountants (IFAC), issued its revised Code of Ethics for use by professional accountants worldwide

The key principles of the IESBA’s code of ethics are:

Reporting Business Ethics and

Conduct

Section 406 of SOX requires public companies to disclose in their annual financial statements the establishment (or lack of) a corporate code of conduct

Nevertheless, public companies may choose to report their business ethics and conduct as a separate report to their shareholders or as part

of their regular filings with the SEC

Hint: Look for survey conducted by the Ethics and Compliance

Officer Association (ECOA) and salary.com (2006)

Financial Reporting Integrity

 Framework for Reporting with Integrity

Conclusion

• Ethics are broadly described in the literature as moral principles about right and wrong, honorable behavior reflecting values, or standards of conduct Honesty, openness, responsiveness, accountability, due diligence, and fairness are the core ethical principles

• Business ethics are a specialized study of moral right and wrong

• An appropriate code of ethics that sets the right tone at the top of promoting ethical and professional conduct and establishing the moral structure for the entire organization is the backbone of effective corporate governance

• SEC rules require public companies to report significant amendments or any waiver affecting specified officers pursuant to the filing of their first annual report on their code of ethics

• Corporate culture and compliance rules should provide incentives and opportunities for the majority of ethical individuals to maintain their honesty and integrity, and provide measures for the minority of unethical individuals to be monitored, punished, and corrected for their unethical conduct.

• Attributes of an ethical corporate culture or an integrity-based culture are sense of employee responsibility, freedom to raise concerns, managers modeling ethical behavior and expressing the importance of integrity

• The company’s directors and executives should demonstrate, through their actions as well as their policies, a firm commitment to ethical behavior throughout the company and a culture of trust within the company Although a “right tone at the top” is very important in promoting

an ethical culture, actions often speak louder than words

Conclusion