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Special Report on Business Ethics: Enhancing Corporate Governance

February 25, 2016 • 2 min read.

The first in a new series of reports on business ethics explores how firms can enhance their understanding and implementation of corporate governance.

business ethics and corporate governance presentation topics

Corporate governance refers to the rules and policies that determine how a company is controlled. On the face of it, what does it have to do with ethics – or choices between right and wrong? According to Henrik Syse, a senior fellow at the Peace Research Institute in Oslo, Norway, the connection between ethics and corporate governance is exceedingly close. “Corporate governance is about such topics as accurate reporting, a sound board structure, sustainable finances, a positive work environment, consciousness of the relationship between principals and agents, and long-term strategies for the firm as a whole,” he notes. “Such topics are obviously ethical, as they deal with how a firm relates to the outside world, and how it builds relationships within. We may not always explicitly talk about such issues as ethical, but ipso facto they are.”

The goal of this special report – the first of four that will be published by Knowledge at Wharton and AKO Foundation – is to explore how firms can enhance their understanding and implementation of corporate governance. In the report, which features insights from Wharton faculty and other experts, we consider five key topics: the relationship between corporate governance and the purpose of a firm; whether firms have a moral responsibility; the link between corporate governance and compliance programs; the impact of corporate culture; and the role of leadership and boards of directors. Future reports in this series will examine themes such as moral philosophy, corruption and business for peace.

Knowledge at Wharton thanks AKO Foundation for its support in publishing this series. Founded by Nicolai Tangen in 2013, the AKO Foundation is funded in part by the profit from AKO Capital, one of the leading European investment funds. Since its inception, the AKO Foundation has been funded with more than $50 million to support projects that improve education or promote the arts.

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What Are Business Ethics & Why Are They Important?

Business professional pressing a graphic that reads "Business Ethics" and is surrounded by icons

  • 27 Jul 2023

From artificial intelligence to facial recognition technology, organizations face an increasing number of ethical dilemmas. While innovation can aid business growth, it can also create opportunities for potential abuse.

“The long-term impacts of a new technology—both positive and negative—may not become apparent until years after it’s introduced,” says Harvard Business School Professor Nien-hê Hsieh in the online course Leadership, Ethics, and Corporate Accountability . “For example, the impact of social media on children and teenagers didn’t become evident until we watched it play out over time.”

If you’re a current or prospective leader concerned about navigating difficult situations, here's an overview of business ethics, why they're important, and how to ensure ethical behavior in your organization.

Access your free e-book today.

What Are Business Ethics?

Business ethics are principles that guide decision-making . As a leader, you’ll face many challenges in the workplace because of different interpretations of what's ethical. Situations often require navigating the “gray area,” where it’s unclear what’s right and wrong.

When making decisions, your experiences, opinions, and perspectives can influence what you believe to be ethical, making it vital to:

  • Be transparent.
  • Invite feedback.
  • Consider impacts on employees, stakeholders, and society.
  • Reflect on past experiences to learn what you could have done better.

“The way to think about ethics, in my view, is: What are the externalities that your business creates, both positive and negative?” says Harvard Business School Professor Vikram Gandhi in Leadership, Ethics, and Corporate Accountability . “And, therefore, how do you actually increase the positive element of externalities? And how do you decrease the negative?”

Related: Why Managers Should Involve Their Team in the Decision-Making Process

Ethical Responsibilities to Society

Promoting ethical conduct can benefit both your company and society long term.

“I'm a strong believer that a long-term focus is what creates long-term value,” Gandhi says in Leadership, Ethics, and Corporate Accountability . “So you should get shareholders in your company that have that same perspective.”

Prioritizing the triple bottom line is an effective way for your business to fulfill its environmental responsibilities and create long-term value. It focuses on three factors:

  • Profit: The financial return your company generates for shareholders
  • People: How your company affects customers, employees, and stakeholders
  • Planet: Your company’s impact on the planet and environment

Check out the video below to learn more about the triple bottom line, and subscribe to our YouTube channel for more explainer content!

Ethical and corporate social responsibility (CSR) considerations can go a long way toward creating value, especially since an increasing number of customers, employees, and investors expect organizations to prioritize CSR. According to the Conscious Consumer Spending Index , 67 percent of customers prefer buying from socially responsible companies.

To prevent costly employee turnover and satisfy customers, strive to fulfill your ethical responsibilities to society.

Ethical Responsibilities to Customers

As a leader, you must ensure you don’t mislead your customers. Doing so can backfire, negatively impacting your organization’s credibility and profits.

Actions to avoid include:

  • Greenwashing : Taking advantage of customers’ CSR preferences by claiming your business practices are sustainable when they aren't.
  • False advertising : Making unverified or untrue claims in advertisements or promotional material.
  • Making false promises : Lying to make a sale.

These unethical practices can result in multi-million dollar lawsuits, as well as highly dissatisfied customers.

Ethical Responsibilities to Employees

You also have ethical responsibilities to your employees—from the beginning to the end of their employment.

One area of business ethics that receives a lot of attention is employee termination. According to Leadership, Ethics, and Corporate Accountability , letting an employee go requires an individualized approach that ensures fairness.

Not only can wrongful termination cost your company upwards of $100,000 in legal expenses , it can also negatively impact other employees’ morale and how they perceive your leadership.

Ethical business practices have additional benefits, such as attracting and retaining talented employees willing to take a pay cut to work for a socially responsible company. Approximately 40 percent of millennials say they would switch jobs to work for a company that emphasizes sustainability.

Ultimately, it's critical to do your best to treat employees fairly.

“Fairness is not only an ethical response to power asymmetries in the work environment,” Hsieh says in the course. “Fairness—and having a successful organizational culture–can benefit the organization economically and legally.”

Leadership, Ethics, and Corporate Accountability | Develop a toolkit for making tough leadership decisions| Learn More

Why Are Business Ethics Important?

Failure to understand and apply business ethics can result in moral disengagement .

“Moral disengagement refers to ways in which we convince ourselves that what we’re doing is not wrong,” Hsieh says in Leadership, Ethics, and Corporate Accountability . “It can upset the balance of judgment—causing us to prioritize our personal commitments over shared beliefs, rules, and principles—or it can skew our logic to make unethical behaviors appear less harmful or not wrong.”

Moral disengagement can also lead to questionable decisions, such as insider trading .

“In the U.S., insider trading is defined in common, federal, and state laws regulating the opportunity for insiders to benefit from material, non-public information, or MNPI,” Hsieh explains.

This type of unethical behavior can carry severe legal consequences and negatively impact your company's bottom line.

“If you create a certain amount of harm to a society, your customers, or employees over a period of time, that’s going to have a negative impact on your economic value,” Gandhi says in the course.

This is reflected in over half of the top 10 largest bankruptcies between 1980 and 2013 that resulted from unethical behavior. As a business leader, strive to make ethical decisions and fulfill your responsibilities to stakeholders.

How to Implement Business Ethics

To become a more ethical leader, it's crucial to have a balanced, long-term focus.

“It's very important to balance the fact that, even if you're focused on the long term, you have to perform in the short term as well and have a very clear, articulated strategy around that,” Gandhi says in Leadership, Ethics, and Corporate Accountability .

Making ethical decisions requires reflective leadership.

“Reflecting on complex, gray-area decisions is a key part of what it means to be human, as well as an effective leader,” Hsieh says. “You have agency. You must choose how to act. And with that agency comes responsibility.”

Related: Why Are Ethics Important in Engineering?

Hsieh advises asking the following questions:

  • Are you using the “greater good” to justify unethical behavior?
  • Are you downplaying your actions to feel better?

“Asking these and similar questions at regular intervals can help you notice when you or others may be approaching the line between making a tough but ethical call and justifying problematic actions,” Hsieh says.

How to Become a More Effective Leader | Access Your Free E-Book | Download Now

Become a More Ethical Leader

Learning from past successes and mistakes can enable you to improve your ethical decision-making.

“As a leader, when trying to determine what to do, it can be helpful to start by simply asking in any given situation, ‘What can we do?’ and ‘What would be wrong to do?’” Hsieh says.

Many times, the answers come from experience.

Gain insights from others’ ethical decisions, too. One way to do so is by taking an online course, such as Leadership, Ethics, and Corporate Accountability , which includes case studies that immerse you in real-world business situations, as well as a reflective leadership model to inform your decision-making.

Ready to become a better leader? Enroll in Leadership, Ethics, and Corporate Accountability —one of our online leadership and management courses —and download our free e-book on how to be a more effective leader.

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What Is Business Ethics? Definition, Principles, and Importance

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Yarilet Perez is an experienced multimedia journalist and fact-checker with a Master of Science in Journalism. She has worked in multiple cities covering breaking news, politics, education, and more. Her expertise is in personal finance and investing, and real estate.

business ethics and corporate governance presentation topics

What Is Business Ethics?

Business ethics is the moral principles, policies, and values that govern the way companies and individuals engage in business activity. It goes beyond legal requirements to establish a code of conduct that drives employee behavior at all levels and helps build trust between a business and its customers.

Key Takeaways

  • Business ethics refers to implementing appropriate business policies and practices with regard to arguably controversial subjects.
  • Some issues that come up in a discussion of ethics include corporate governance, insider trading, bribery, discrimination, social responsibility, and fiduciary responsibilities.
  • The law usually sets the tone for business ethics, providing a basic guideline that businesses can choose to follow to gain public approval.

Investopedia / Katie Kerpel

Understanding Business Ethics

Business ethics ensure that a certain basic level of trust exists between consumers and various forms of market participants with businesses. For example, a portfolio manager must give the same consideration to the portfolios of family members and small individual investors as they do to wealthier clients. These kinds of practices ensure the public receives fair treatment.

The concept of business ethics began in the 1960s as corporations became more aware of a rising consumer-based society that showed concerns regarding the environment, social causes, and corporate responsibility. The increased focus on "social issues" was a hallmark of the decade.

Since that time, the concept of business ethics has evolved. Business ethics goes beyond just a moral code of right and wrong; it attempts to reconcile what companies must do legally vs. maintaining a competitive advantage over other businesses. Firms display business ethics in several ways.

Business ethics ensure a certain level of trust between consumers and corporations, guaranteeing the public fair and equal treatment.

Principles of Business Ethics

It's essential to understand the underlying principles that drive desired ethical behavior and how a lack of these moral principles contributes to the downfall of many otherwise intelligent, talented people and the businesses they represent.

There are generally 12 business ethics principles:

  • Leadership : The conscious effort to adopt, integrate, and emulate the other 11 principles to guide decisions and behavior in all aspects of professional and personal life.
  • Accountability : Holding yourself and others responsible for their actions. Commitment to following ethical practices and ensuring others follow ethics guidelines.
  • Integrity : Incorporates other principles—honesty, trustworthiness, and reliability. Someone with integrity consistently does the right thing and strives to hold themselves to a higher standard.
  • Respect for others : To foster ethical behavior and environments in the workplace, respecting others is a critical component. Everyone deserves dignity, privacy, equality, opportunity, compassion, and empathy.
  • Honesty : Truth in all matters is key to fostering an ethical climate. Partial truths, omissions, and under or overstating don't help a business improve its performance. Bad news should be communicated and received in the same manner as good news so that solutions can be developed.
  • Respect for laws : Ethical leadership should include enforcing all local, state, and federal laws. If there is a legal grey area, leaders should err on the side of legality rather than exploiting a gap.
  • Responsibility : Promote ownership within an organization, allow employees to be responsible for their work, and be accountable for yours.
  • Transparency : Stakeholders are people with an interest in a business, such as shareholders, employees, the community a firm operates in, and the family members of the employees. Without divulging trade secrets, companies should ensure information about their financials, price changes, hiring and firing practices, wages and salaries, and promotions are available to those interested in the business's success.
  • Compassion : Employees, the community surrounding a business, business partners, and customers should all be treated with concern for their well-being.
  • Fairness : Everyone should have the same opportunities and be treated the same. If a practice or behavior would make you feel uncomfortable or place personal or corporate benefit in front of equality, common courtesy, and respect, it is likely not fair.
  • Loyalty : Leadership should demonstrate confidentially and commitment to their employees and the company. Inspiring loyalty in employees and management ensures that they are committed to best practices.
  • Environmental concern : In a world where resources are limited, ecosystems have been damaged by past practices, and the climate is changing, it is of utmost importance to be aware of and concerned about the environmental impacts a business has. All employees should be encouraged to discover and report solutions for practices that can add to damages already done.

Why Is Business Ethics Important?

There are several reasons business ethics are essential for success in modern business. Most importantly, defined ethics programs establish a code of conduct that drives employee behavior—from executives to middle management to the newest and youngest employees. When all employees make ethical decisions, the company establishes a reputation for ethical behavior. Its reputation grows, and it begins to experience the benefits a moral establishment reaps:

  • Brand recognition and growth
  • Increased ability to negotiate
  • Increased trust in products and services
  • Customer retention and growth
  • Attracts talent
  • Attracts investors

When combined, all these factors affect a business' revenues. Those that fail set ethical standards and enforce them are doomed to eventually find themselves alongside Enron, Arthur Andersen, Wells Fargo, Lehman Brothers, Bernie Madoff, and many others.

Types of Business Ethics

There are several theories regarding business ethics, and many different types can be found, but what makes a business stand out are its corporate social responsibility practices, transparency and trustworthiness, fairness, and technological practices.

Corporate Social Responsibility

Corporate social responsibility (CSR) is the concept of meeting the needs of stakeholders while accounting for the impact meeting those needs has on employees, the environment, society, and the community in which the business operates. Of course, finances and profits are important, but they should be secondary to the welfare of society, customers, and employees—because studies have concluded that corporate governance and ethical practices increase financial performance.

Businesses should hold themselves accountable and responsible for their environmental, philanthropic, ethical, and economic impacts.

Transparency and Trustworthiness

It's essential for companies to ensure they are reporting their financial performance in a way that is transparent. This not only applies to required financial reports but all reports in general. For example, many corporations publish annual reports to their shareholders.

Most of these reports outline not only the submitted reports to regulators, but how and why decisions were made, if goals were met, and factors that influenced performance. CEOs write summaries of the company's annual performance and give their outlooks.

Press releases are another way companies can be transparent. Events important to investors and customers should be published, regardless of whether it is good or bad news.

Technological Practices and Ethics

The growing use of technology of all forms in business operations inherently comes with a need for a business to ensure the technology and information it gathers is being used ethically. Additionally, it should ensure that the technology is secured to the utmost of its ability, especially as many businesses store customer information and collect data that those with nefarious intentions can use.

A workplace should be inclusive, diverse, and fair for all employees regardless of race, religion, beliefs, age, or identity. A fair work environment is where everyone can grow, be promoted, and become successful in their own way.

How to Implement Good Business Ethics

Fostering an environment of ethical behavior and decision-making takes time and effort—it always starts at the top. Most companies need to create a code of conduct/ethics, guiding principles, reporting procedures, and training programs to enforce ethical behavior.

Once conduct is defined and programs implemented, continuous communication with employees becomes vital. Leaders should constantly encourage employees to report concern behavior—additionally, there should be assurances that if whistle-blowers will not face adversarial actions.

A pipeline for anonymous reporting can help businesses identify questionable practices and reassure employees that they will not face any consequences for reporting an issue.

Monitoring and Reporting Unethical Behavior

When preventing unethical behavior and repairing its adverse side effects, companies often look to managers and employees to report any incidences they observe or experience. However, barriers within the company culture (such as fear of retaliation for reporting misconduct) can prevent this from happening.

Published by the Ethics & Compliance Initiative (ECI), the Global Business Ethics Survey of 2021 surveyed over 14,000 employees in 10 countries about different types of misconduct they observed in the workplace. 49% of the employees surveyed said they had observed misconduct and 22% said they had observed behavior they would categorize as abusive. 86% of employees said they reported the misconduct they observed. When questioned if they had experienced retaliation for reporting, 79% said they had been retaliated against.

Indeed, fear of retaliation is one of the primary reasons employees cite for not reporting unethical behavior in the workplace. ECI says companies should work toward improving their corporate culture by reinforcing the idea that reporting suspected misconduct is beneficial to the company. Additionally, they should acknowledge and reward the employee's courage in making the report.

Business ethics concerns ethical dilemmas or controversial issues faced by a company. Often, business ethics involve a system of practices and procedures that help build trust with the consumer. On one level, some business ethics are embedded in the law, such as minimum wages, insider trading restrictions, and environmental regulations. On another, business ethics can be influenced by management behavior, with wide-ranging effects across the company.

What Are Business Ethics and Example?

Business ethics guide executives, managers, and employees in their daily actions and decision-making. For example, consider a company that has decided to dump chemical waste that it cannot afford to dispose of properly on a vacant lot it has purchased in the local community. This action has legal, environmental, and social repercussions that can damage a company beyond repair.

What Are the 12 Ethical Principles?

Business ethics is an evolving topic. Generally, there are about 12 ethical principles: honesty, fairness, leadership, integrity, compassion, respect, responsibility, loyalty, law-abiding, transparency, and environmental concerns.

The Bottom Line

Business ethics concerns employees, customers, society, the environment, shareholders, and stakeholders. Therefore, every business should develop ethical models and practices that guide employees in their actions and ensure they prioritize the interests and welfare of those the company serves.

Doing so not only increases revenues and profits, it creates a positive work environment and builds trust with consumers and business partners.

New York University Stern Center for Sustainable Business. " ESG and Financial Performance: Uncovering the Relationship By Aggregating Evidence From 1,000 Plus Studies Published Between 2015 – 2020 ."

Ethics & Compliance Initiative (ECI). " The State of Ethics & Compliance in the Workplace ," Pages 16-22.

Ethics & Compliance Initiative (ECI). " 2021 Global Business Ethics Survey Report The State of Ethics & Compliance in the Workplace: A Look at Global Trends ."

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Virtual Special Issue on Corporate Governance and Ethics: What’s Next?

  • Published: 16 February 2023
  • Volume 183 , pages 329–331, ( 2023 )

Cite this article

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  • Jeroen Veldman 1 ,
  • Tanusree Jain 2 &
  • Christian Hauser 3  

2 Citations

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Corporate governance (CG) is a key area of management with important implications for business ethics. The interface of CG and business ethics is populated with rich intellectual debates on the role of ethics in governance from a multi-disciplinary perspective. Within these debates, the relationship between CG and outcomes for business and society, and the role of CG structures and processes and their comparative aspects across institutional settings are discussed. Despite a proliferation of research at the interface of CG and ethics, we observe that an engagement with topics, methodologies, and expected outcomes drawing on established frames and theories of CG tends to the ignoring or even the preclusion of an explicit engagement with debates in business ethics. Through this VSI, we as section editors showcase previously published papers in the Journal that proactively explore the explicit linkages and interfaces between CG and ethical societal challenges, with the aim of inspiring further such CG research.

Avoid common mistakes on your manuscript.

Corporate Governance and Ethics: What’s Next?

Corporate governance (CG) is a key area in relation to business ethics. Recent discussions around CG show a growing interest in exploring the relationship between the (institutions of) CG and ‘grand challenges’ or ‘grand ethical challenges’ (Böhm et al., 2022 ) such as inequality, the overshooting of planetary boundaries, and corruption.

Through this Virtual Issue, we as section editors want to further research that proactively explores the linkages and interfaces between CG and ethical societal challenges. To do so, we have identified previously published papers from the Journal of Business Ethics (JBE) that highlight specific themes that we consider important to further this debate in the Journal. The papers showcased by this VSI are available in the archive of the Journal. They can also be accessed through this VSI’s permanent page on the Journal’s website ( https://link.springer.com/collections/gfhggdcjfh ).

The Theory of the Firm in Corporate Governance

In the Corporate Governance and Ethics section of JBE, we emphasize the need to explicate underlying ethical considerations that drive CG practices. What this precisely entails might need some elaboration, also because much scholarship in CG relies on commonly accepted frames and theories in the field such as agency theory, institutional theory, resource dependence theory, and stakeholder and stewardship theories. While this has led to considerable strides in the field of CG, a rather narrow engagement with topics, methodologies, and expected outcomes in these frames and theories in our experience often leads to the ignoring or even the preclusion of an explicit engagement with the relation to debates in business ethics.

Here, Fia and Sacconi’s ( 2019 ) paper provides a good example by departing from the classical theory of the firm perspective to suggesting a social contract theory of the firm. Inspired by Rawl’s theory of justice and Sen’s capability approach, the authors argue how a constitutional contract on the distribution of primary goods and capabilities can better shape the principles of corporate governance to avoid the pitfalls associated with the abuse of authority within corporations while creating social outcomes. In this manner, they go beyond the intellectual boundaries of management sciences to borrow from the fields of, for instance, political philosophy and ethics. Along these lines, we encourage scholarly work that makes more significant contributions in this direction, including scholarship that further explores notions of the theory of the firm in relation to (business) ethics, for instance from the perspective of history and sociology.

Space for Interdisciplinarity

Likewise, we invite current CG researchers to expand the presently limited engagement with interdisciplinary conceptual developments within CG to encompass the fields of, for instance, company law, accounting, and finance. We also invite authors to study a wider array of firm-level outcomes that go beyond an exclusive focus on traditional financial performance parameters and to delve deeper into aspects of law, finance, and accounting. To illustrate, Maniora ( 2017 ) compares different ways in which firms can report on economic, social and governance related outcomes by comparing integrated reporting (IR) with different ESG reporting and management strategies. She demonstrates that the benefits that accrue from adopting different strategies for reporting non-financial outcomes are context dependent. We appreciate the submission of interdisciplinary approaches, for instance from law, accounting and (heterodox) economics, particularly where such approaches have a clear relation to business ethics.

The Relation Between Corporate Governance and Societal Outcomes

Beyond conceptual developments, we recognize that firm-level outcomes related to CG fundamentally impact and inform societal outcomes. For instance, Garel and Petit‑Romec ( 2021 ) investigate whether and in what ways CSR leads to stakeholder value creation. Specifically, their study is related to the literature on strategic human capital and the divergence of interests between employees and shareholders and examines the influence of a firm’s stakeholders on its CSR activities. Here, we note a growing interest and indeed encourage future examination of broader issues such as corporate purpose, stakeholder salience, the division of value among stakeholders (VCA), certifications, greenwashing/greenhushing, and the like that have relevance for both CG and business ethics.

Corporate Governance and Institutions

Importantly, the study of issues at the interface of CG and business ethics includes both country-specific and multi-level informal institutions such as norms, customs, and traditions but also formal institutions such as legal, political, reporting, and financial mechanisms and systems (Jain & Xie, 2022 ; Veldman & Willmott, 2022 ). For example, the study by McGuire et al. ( 2019 ) integrates behavioral agency theory with the traditional stakeholder view to analyze the implications of executive compensation on corporate social performance. By distinguishing the effects of pay-performance sensitivity and compensation duration, the authors provide a more nuanced understanding of how and why CEO compensation influences social performance. We would be keen to see further development of grounded work on the operation of specific (new) institutional arrangements, such as the work of different kinds of codes of ethics, board committees, control and ownership structures, executive remuneration processes and structures and their influence on societal outcomes of the firm.

Diversity and Ethics

We have also witnessed substantial interest in board gender diversity as a mechanism to inculcate more ethics-based decisions at the firm level. For instance, Huang et al. ( 2020 ) make important contributions to the literature regarding women on corporate boards. First, their study contributes to the existing understanding of women on boards by identifying a theoretical mechanism based on social identity and optimal distinctiveness theories to explain women’s appointment to boards. Second, their theorizing further suggests how we can improve the progress on gender diversity through women’s collective efforts. Third, they advance our understanding of governmental and firm-level policies and practices to deliberately appoint women to boards, as their data point to a positive impact from the recently introduced quota mandate on gender diversity in Germany. We would be interested to see further expansion of this thematic area to include more grounded work on the operation of different kinds of diversity, including and indeed beyond gender. For instance, the different notions of diversity could be both visible such those captured through physical appearances, age, physical or intellectual disability, race, and ethnicity to some extent as well as invisible diversity such as those embedded in education, religion, class, sexual orientation, mixed race and more fluid understandings of gender itself.

The Comparative and the Ownership and Control Dimensions in Corporate Governance

Finally, and broadly in line with institutions and their relevance for CG, we invite corporate governance and ethical reflections from diverse geographical and cultural contexts, including manuscripts that adopt a comparative corporate governance perspective. There is a problematic notion in CG that a very limited subset of CG settings, i.e., the one that is delimited by large listed firms with dispersed shareholders, is both the factual and the normative point of departure for engaging with issues in CG. In this section, we would like to promote research into different CG settings and different types of control, including family-owned companies, state-owned companies and listed companies in different geographical regions. Furthermore, we welcome research into other forms of CG mechanisms, structures, and principles such as foundations, non-profits, benefit corporations, and B-Corp certifications.

Chen et al. ( 2022 ) for instance add new insights to the research on CG and board composition by focusing on NGO directors. Their study offers evidence that while appointing NGO directors may add legitimacy to a firm’s board, these directors can help enhance CSR performance only in the long term. Theoretically, Chen and colleagues integrate a time dimension into resource dependence theory. Similarly, Krishnan and Peytcheva ( 2019 ) turn our attention to family firms and how external auditors—who normatively act as the public ‘watchdogs’ on financial reporting integrity and are important information intermediaries––assess fraud risk for family versus non-family firms. Their findings suggest that auditors perceive agency conflicts to be more severe in family firms and explicate implications for minority shareholders. This study has important implications for CG in family firms and business ethics. Finally, Harris et al. ( 2017 ) study board governance of charities, which have not received adequate attention in the CG literature yet. This study demonstrates how probability of asset diversion from charities can be reduced by establishing certain good governance measures notably monitoring by external stakeholders (such as debt holders and government grantors), monitoring through audits, and keeping managerial duties in-house.

In terms of focusing on different institutional contexts, Nakpodia et al. ( 2018 ) propose an alternative integrated approach for regulating corporate governance in Nigeria, through the path of co-regulation that involves the government and corporations in the country’s CG system. Their study helps augment the nascent literature on CG in Sub-Saharan Africa.

Overall, the topics and papers that we have selected in this Virtual Issue provide examples of discussions that we find relevant and thought provoking for progressing scholarship related to corporate governance and business ethics from multiple perspectives. We hope this virtual issue helps provide guidance to potential contributors of the JBE and helps in rejuvenating academic discussion at this vital interface.

Böhm, S., Carrington, M., Cornelius, N., de Bruin, B., Greenwood, M., Hassan, L., Jain, T., Karam, C., Kourula, A., Romani, L., Riaz, S., & Shaw, D. (2022). Ethics at the centre of global and local challenges: Thoughts on the future of business ethics. Journal of Business Ethics, 180 (3), 835–861.

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Chen, S., Hermes, N. & Hooghiemstra, R. (2022). Corporate social responsibility and NGO directors on boards. Journal of Business Ethics , 175 , 625–649.

Fia, M., & Sacconi, L. (2019). Justice and corporate governance: New insights from Rawlsian social contract and Sen’s capabilities approach. Journal of Business Ethics, 160 (4), 937–960.

Garel, A., & Petit-Romec, A. (2021). Engaging employees for the long run: Long-term investors and employee-related CSR. Journal of Business Ethics, 174 (1), 35–63.

Harris, E., Petrovits, C., & Yetman, M. H. (2017). Why bad things happen to good organizations: The link between governance and asset diversions in public charities. Journal of Business Ethics, 146 (1), 149–166.

Huang, J., Diehl, M. R., & Paterlini, S. (2020). The influence of corporate elites on women on supervisory boards: Female directors’ inclusion in Germany. Journal of Business Ethics, 165 (2), 347–364.

Jain, T., & Xie, J. (2022). Corporate Ethics Codes and Practices. Oxford Research Encyclopedia of Business and Management. Retrieved December 5 2022, from https://oxfordre.com/business/view/ https://doi.org/10.1093/acrefore/9780190224851.001.0001/acrefore-9780190224851-e-325

Krishnan, G., & Peytcheva, M. (2019). The risk of fraud in family firms: Assessments of external auditors. Journal of Business Ethics, 157 (1), 261–278.

Maniora, J. (2017). Is integrated reporting really the superior mechanism for the integration of ethics into the core business model? An empirical analysis. Journal of Business Ethics, 140 (4), 755–786.

McGuire, J., Oehmichen, J., Wolff, M., & Hilgers, R. (2019). Do contracts make them care? The impact of CEO compensation design on corporate social performance. Journal of Business Ethics, 157 (2), 375–390.

Nakpodia, F., Adegbite, E., Amaeshi, K., & Owolabi, A. (2018). Neither principles nor rules: Making corporate governance work in Sub-Saharan Africa. Journal of Business Ethics, 151 (2), 391–408.

Veldman, J., & Willmott, H. (2022). Social ontology of the modern corporation: Its role in understanding organizations. In R. E. Meyer, S. Leixnering, & J. Veldman (Eds.), The corporation: Rethinking the iconic form of business organization (pp. 165–189). Emerald Publishing Limited. https://doi.org/10.1108/S0733-558X20220000078009

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Veldman, J., Jain, T. & Hauser, C. Virtual Special Issue on Corporate Governance and Ethics: What’s Next?. J Bus Ethics 183 , 329–331 (2023). https://doi.org/10.1007/s10551-023-05338-8

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DOI : https://doi.org/10.1007/s10551-023-05338-8

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Building an Ethical Company

  • Isaac H. Smith
  • Maryam Kouchaki

business ethics and corporate governance presentation topics

Just as people can develop skills and abilities over time, they can learn to be more or less ethical. Yet many organizations limit ethics training to the onboarding process. If they do address it thereafter, it may be only by establishing codes of conduct or whistleblower hotlines. Such steps may curb specific infractions, but they don’t necessarily help employees develop as ethical people.

Drawing on evidence from hundreds of research studies, the authors offer a framework for helping workers build moral character. Managers can provide experiential training in ethical dilemmas. They can foster psychological safety when minor lapses occur, conduct pre- and postmortems for initiatives with ethical components, and create a culture of service by encouraging volunteer work and mentoring in ethics.

Create an organization that helps employees behave more honorably.

Idea in Brief

The opportunity.

Just as people entering the workforce can develop job-related skills and abilities over time, they can learn to be more ethical as well.

Why It’s Often Missed

Many organizations relegate ethics training to the onboarding process, perhaps also issuing codes of conduct and establishing whistleblower hotlines. Such steps may curb specific unethical acts but don’t necessarily help workers grow as moral people.

How to Capitalize on It

Managers can provide experiential training in ethical dilemmas, foster psychological safety when (minor) lapses occur, conduct pre- and postmortems for initiatives with ethical components, and create a culture of service by encouraging volunteer work and mentoring in ethics.

People don’t enter the workforce with a fixed moral character. Just as employees can nurture (or neglect) their skills and abilities over time, they can learn to be more or less ethical. Yet rather than take a long-term view of employees’ moral development, many organizations treat ethics training as a onetime event, often limiting it to the onboarding process. If they do address ethics thereafter, it may be only by espousing codes of conduct or establishing whistleblower hotlines. Such steps may curb specific unethical actions, but they don’t necessarily help employees develop as moral people.

  • Isaac H. Smith is an associate professor of organizational behavior and human resources at BYU Marriott School of Business. His research explores the morality and ethics of organizations and the people in them.
  • Maryam Kouchaki is a professor of management and organizations at the Kellogg School of Management. Her research explores ethics, morality, and the complexity and challenges of managing ethnic and gender diversity for organizations.

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Find ethics case studies on bribery, sourcing, intellectual property, downsizing, and other topics in business ethics, corporate governance, and ethical leadership. (For permission to reprint articles, submit requests to [email protected] .)

In this business ethics case study, Swedish multinational company IKEA faced accusations relating to child labor abuses in the rug industry in Pakistan which posed a serious challenge for the company and its supply chain management goals.

A dog may be humanity’s best friend. But that may not always be the case in the workplace.

A recent college graduate works in the finance and analytics department of a large publicly traded software company and discovers an alarming discrepancy in sales records, raising concerns about the company’s commitment to truthful reporting to investors. 

What responsibility does an employee have when information they obtained in confidence from a coworker friend may be in conflict with the needs of the company or raises legal and ethical questions.

A manager at a prominent multinational company is ethically challenged by a thin line between opportunity for economic expansion in a deeply underserved community, awareness of child labor practices, and cultural relativism.

A volunteer providing service in the Dominican Republic discovered that the non-profit he had partnered with was exchanging his donor money on the black market, prompting him to navigate a series of complex decisions with significant ethical implications.

The CFO of a family business faces difficult decisions about how to proceed when the COVID-19 pandemic changes the business revenue models, and one family shareholder wants a full buyout.

An employee at an after-school learning institution must balance a decision to accept or decline an offered gift, while considering the cultural norms of the client, upholding the best interests of all stakeholders, and following the operational rules of his employer. 

A senior vice president for a Fortune 500 savings and loan company is tasked with the crucial responsibility of representing the buyer in a multi-million dollar loan purchase deal and faces several ethical challenges from his counterpart representing the seller.

Extensive teaching note based on interviews with Theranos whistleblower Tyler Shultz. The teaching note can be used to explore issues around whistleblowing, leadership, the blocks to ethical behavior inside organizations, and board governance.

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10.1: Leading an Ethical Organization- Corporate Governance, Corporate Ethics, and Social Responsibility

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Learning Objectives

After reading this chapter, you should be able to understand and articulate answers to the following questions:

  • What are the key elements of effective corporate governance?
  • How do individuals and firms gauge ethical behavior?
  • What influences and biases might impact and impede decision making?

TOMS Shoes: Doing Business with Soul

885135b87dc85c30a57654d46e1ea502.jpg

Under the business model used by TOMS Shoes, a pair of their signature alpargata footwear is donated for every pair sold.

Parke Ladd – Quinn’s new Tom’s – CC BY 2.0.

In 2002, Blake Mycoskie competed with his sister Paige on The Amazing Race —a reality show where groups of two people with existing relationships engage in a global race to win valuable prizes, with the winner receiving a coveted grand prize. Although Blake’s team finished third in the second season of the show, the experience afforded him the opportunity to visit Argentina, where he returned in 2006 and developed the idea to build a company around the alpargata—a popular style of shoe in that region.

The premise of the company Blake started was a unique one. For every shoe sold, a pair will be given to someone in need. This simple business model was the basis for TOMS Shoes, which has now given away more than one million pairs of shoes to those in need in more than twenty countries worldwide (Oloffson, 2010).

The rise of TOMS Shoes has inspired other companies that have adopted the “buy-one-give-one” philosophy. For example, the Good Little Company donates a meal for every package purchased (Nicolas, 2011). This business model has also been successfully applied to selling (and donating) other items such as glasses and books.

The social initiatives that drive TOMS Shoes stand in stark contrast to the criticisms that plagued Nike Corporation, where claims of human rights violations, ranging from the use of sweatshops and child labor to lack of compliance with minimum wage laws, were rampant in the 1990s (McCall, 1998). While Nike struggled to win back confidence in buyers that were concerned with their business practices, TOMS social initiatives are a source of excellent publicity in pride in those who purchase their products. As further testament to their popularity, TOMS has engaged in partnerships with Nordstrom, Disney, and Element Skateboards.

Although the idea of social entrepreneurship and the birth of firms such as TOMS Shoes are relatively new, a push toward social initiatives has been the source of debate for executives for decades. Issues that have sparked particularly fierce debate include CEO pay and the role of today’s modern corporation. More than a quarter of a century ago, famed economist Milton Friedman argued, “The social responsibility of business is to increase its profits.” This notion is now being challenged by firms such as TOMS and their entrepreneurial CEO, who argue that serving other stakeholders beyond the owners and shareholders can be a powerful, inspiring, and successful motivation for growing business.

This chapter discusses some of the key issues and decisions relevant to understanding corporate and business ethics. Issues include how to govern large corporations in an effective and ethical manner, what behaviors are considered best practices in regard to corporate social performance, and how different generational perspectives and biases may hold a powerful influence on important decisions. Understanding these issues may provide knowledge that can encourage effective organizational leadership like that of TOMS Shoes and discourage the criticisms of many firms associated with the corporate scandals of the late 1990s and early 2000s.

McCall, W. 1998. Nike battles backlash from overseas sweatshops. Marketing News , 9 , 14.

Nicolas, S. 2011, February. The great giveaway. Director , 64 , 37–39.

Oloffson, K. 2010, September 29. In Toms’ Shoes: Start-up copy “one-for-one” model. Wall Street Journal . Retrieved from online.wsj.com/article/SB1000142405274870411 6004575522251507063936.html.

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This report is the ninth in the triennial series looking at corporate ethics policies and programmes. It is the IBE’s longest-running survey series, and continues to give valuable insights into how companies run their ethics programmes.

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How do organisations make sure that employees share their core values and feel empowered to do the right thing? How can ethics become an integral part of doing business?

This triennial survey, now in its ninth edition, provides some illustrations of how ethics is embedded within large, listed companies.

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Before joining the IBE, she collaborated with the inter-university centre for business ethics and corporate social responsibility EconomEtica in developing the code of ethics for the Italian Association of Management Consultants and worked for CSR Europe, a European CSR Business Network based in Brussels. She holds a master’s degree in Business Ethics and CSR from the University of Trento in Italy.

Ethics is knowing the difference between what you have the right to do and what is right to do – Potter Stewart

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Since the origin of commerce, the ethical basis of business has been in question. In the ancient Greek civilisation Aristotle could readily distinguish between the basic trade required for an economy to function, and trade for profit which could descend into unproductive usury (Solomon 1992, 321). Most major world religions cast a sceptical eye on business, including Christianity, Islam and Confucianism. Shakespeare immortalised the potential venality of business in The Merchant of Venice, “All that glisters is not gold.” Frentrop (2003) graphically records how greed, speculation, deceit and frequent bankruptcy punctuated the fortunes of the earliest of the great trading companies, beginning with the Dutch East India Company. Adam Smith in 1776 in The Wealth of Nations made a withering comment on company management that would echo through the ages: “Being managers of other people’s money than their own, it cannot well be expected that they should watch over it with the same anxious vigilance with which the partners in a private co-partner frequently watch over their own … Negligence and profusion, therefore, must always prevail more or less in the management of the affairs of a joint-stock company” (Smith 1976, 264–265).

As technological change advanced with the industrial revolution, there occurred a wider diffusion of ownership of many large companies as no individual, family or group of managers could provide sufficient capital to sustain growth. Berle and Means chronicled the profound implications of this separation of ownership and control: “the dissolution of the old atom of ownership into its component parts, control and beneficial ownership” (1933, 8). Berle and Means expressed hope that with this different concept of a corporation there might develop a much wider accountability to the community, recognising the significance of the diffusion of ownership and the concentration of control in the modern corporation: “The economic power in the hands of the few persons who control a giant corporation is a tremendous force which can harm or benefit a multitude of individuals, affect whole districts, shift the currents of trade, bring ruin to one community and prosperity to another (Berle and Means 1933, 46).

However any hope of a wider sense of fiduciary duty in corporations was eroded away in the later decades of the twentieth century in the Anglo- American world, as capital markets became more aggressive and unstable, and executive compensation was propelled upwards by stock options. A succession of cycles of booming economies, followed by market collapse and recession, culminated in 2007–2008 in the first global financial crisis, which was also a crisis in governance and regulation. The most severe financial disaster since the Great Depression of the 1930s exposed the dangers of unregulated markets, nominal corporate governance, and neglected risk management. What also appeared in stark relief were an economic system and corporations and managers singularly lacking in any moral compass.

It has been argued that the dominant logic in this era, in both finance and law of agency theory , had reduced managers to mere agents of shareholder principles. Agency theory asserts that s hareholder value is the ultimate corporate objective which managers are incentivised and impelled to pursue: “The crisis has shown that managers are often incapable of resisting pressure from shareholders. In their management decisions, the short-term market value counts more than the long-term health of the firm” (Segrestin and Hatchuel 2011, 484; Jordi 2010). Agency theory has become “a cornerstone of … corporate governance” (Lan and Heracleous 2010, 294). As governments, regulators, and financial institutions examined what had gone wrong during the crisis, a new sense of the importance of robust regulation, alert corporate governance, and stronger ethical guidelines became widespread. In effect what is now emerging is an integration of corporate governance, corporate social responsibility and corporate sustainability which potentially offers a new framework for ethical business.

This newly-emerging ethical framework for business provides a stronger base for the exercise of moral values and ethical reasoning. “People in business are ultimately responsible as individuals, but they are responsible as individuals in a corporate setting where their responsibilities are at least in part defined by their roles and duties in the company … businesses in turn are defined by their role(s) and responsibilities in the larger community …” (Solomon 1992, 320). This suggests an ethical alignment of individuals, corporations, and the economic system, which is captured in the definition of corporate governance offered by Cadbury, and adopted by the World Bank:

Corporate governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society.

This definition highlights the importance of corporate governance in providing the incentives and performance measures to achieve business success, and secondly in providing the accountability and transparency to ensure the equitable distribution of the resulting wealth. Finally the significance of corporate governance in enhancing the stability and equity of society recognises a more positive and proactive role for business. Rather than corporate governance and regulation being inherently restrictive, they can be a means of enabling corporations to achieve the highest goals of corporate achievement. Equally a more positive approach to business ethics can be imagined (Solomon 1992, 330):

Business ethics is too often conceived as a set of impositions and constraints, obstacles to business behavior rather than the motivating force of that behavior … properly understood, ethics does not and should not consist of a set of prohibitive principles or rules, and it is the virtue of an ethics of virtue to be rather an intrinsic part and the driving force of a successful life well lived. Its motivation need not depend on elaborate soul-searching and deliberation but in the best companies moves along with the easy flow of interpersonal relations and a mutual sense of mission and accomplishment.

Historical development of corporate governance and accountability

The balance of pursuing market opportunities while maintaining accountability has proved a defining challenge for business enterprise since the arrival of the joint-stock company in the early years of industrialism. The accountability and responsibility of business enterprise was constantly subject to question, and historically failed this test—often in the view of the public. Maurice Clark deplored how business “inherited an economics of irresponsibility” from the laissez-faire beliefs and practices of early industrialism (1916). He argued that business transactions do not occur in isolation, but have wider social and economic consequences which need to be considered, impacting directly on employment, health and the environment. He insisted that legal regulation may be required to ensure protection from abuses, but that this could never replace a general sense of responsibility in business that goes beyond the letter of the law, preventing competitive forces from leading to a race to the bottom. Hence the periodic outbreak of destructive competition needed to be restrained in Clark’s view by “an economics of responsibility, developed and embodied in our working business ethics” (1916).

The debate concerning the true extent of the accountability and responsibility of business enterprise has continued to the present day, punctuated by occasional public outrage at business transgressions, and calls for greater recognition of the social obligations of business. At the height of the economic depression in the United States in 1932, Dodd made a dramatic plea in the pages of the Harvard Law Review: “There is in fact a growing feeling not only that business has responsibilities to the community but that our corporate managers who control business should voluntarily and without waiting for legal compulsion manage it in such a way as to fulfill these responsibilities.” This resonated with Berle and Means’ insistence that large corporations “serve not alone the owners or the control, but all society.” Though Berle subsequently commenced a prolonged debate with Dodd on the subject of For Whom Are Corporate Managers Trustees , he (Berle) (1955) later conceded to Dodd’s argument that management powers were held in trust for the entire community (Wedderburn 1985, 6).

Such forthright views did not remain at the level of academic speculation, but often were translated into legal, policy and business interpretations and practice. For example in Teck Corp Ltd v. Millar , the Supreme Court of British Columbia, while retaining the identification of company interests with those of shareholders, nonetheless was prepared to grant directors a licence under their fiduciary duties to take into account wider stakeholder interests ( Teck Corp Ltd v. Millar 1973, 313–314):

The classical theory is that the directors’ duty is to the company. The company’s shareholders are the company … and therefore no interests outside those of the shareholders can legitimately be considered by the directors. But even accepting that, what comes within the definition of the interests of the shareholders? By what standards are the shareholders’ interests to be measured? A classical theory that once was unchallengeable must yield to the facts of modern life. In fact, of course, it has. If today the directors of a company were to consider the interests of its employees no one would argue that in doing so they were not acting bona fide in the interests of the company itself. Similarly, if the directors were to consider the consequences to the community of any policy that the company intended to pursue, and were deflected in their commitment to that policy as a result, it could not be said that they had not considered bona fide the interests of the shareholders.

Wedderburn (1985, 12) documents an equivalent deep-seated and practical commitment of corporate responsibility to a wide constituency in the post-war beliefs of leaders of the British business community. A lively debate continues world-wide concerning the scope of directors’ duties. In Australia, the Corporations Act Section 181 obliges directors and other corporate officers to exercise their powers and discharge their duties:

  • in good faith and in the best interests of the corporation;
  • for a proper purpose.

Under common law directors are obliged to act in the interests of “the company as a whole.” Traditionally this phrase has been interpreted to mean the financial well-being of the shareholders as a general body (though directors are obliged to consider the financial interests of creditors when the firm is insolvent or near-insolvent). A recent generation of financial economists helped to translate this broad shareholder primacy principle into a narrow pursuit of shareholder value. This restrictive definition of shareholder value has often been associated with short-termism and a neglect of wider corporate responsibilities in the interests of immediate profit maximisation. Concerns have arisen that directors who do wish to take account of other stakeholder interests may be exposed. However there is a wider interpretation of shareholder value which suggests that only when all of the other constituent relationships of the corporation—with customers, employees, suppliers, distributors and the wider community—are fully recognised and developed, can long-term shareholder value be released.

In 2007–2008 the first global financial crisis exposed the dangers of unregulated markets, nominal corporate governance, and neglected risk management

Traditionally, commercial law in many European countries has supported a sense of the wider social and environmental obligations of companies, which continues despite a recent enthusiasm for the principle of shareholder value as some large European companies for the first time seek the support of international investors. The United Kingdom has stood apart from Europe as an influential exponent of the Anglo-American market-based approach to corporate governance. However, in an effort to jettison the company-law rhetoric instituted in the 19th century, and to make the law more accessible, a Company Law Review (CLR) steering group was established. The ensuing consultative document Modern Company Law for a Competitive Economy: Developing the Framework (2000) proposed for the first time that there should be a statutory statement of directors’ duties (in the past the core components of those duties was found in case law), and made a significant step in the direction of endorsing fuller corporate social and environmental reporting (CLR 2000, 180–181):

Current accounting and reporting fail to provide adequate transparency of qualitative and forward-looking information which is of vital importance in assessing performance and potential for shareholders, investors, creditors and others. This is particularly so in the modern environment of technical change, and with the growing importance of “soft,” or intangible assets, brands, know-how and business relationships. The full annual report must be effective in covering these, both as a stewardship report and as a medium of communication to wider markets and the public … we believe the time has come to require larger companies to provide an operating and financial review, which will cover the qualitative, or “soft,” or intangible, and forward-looking information which the modern market and modern business decision-making require, converting the practice of the best-run companies into a requirement for all.

These issues were extensively considered in the United Kingdom for several years in the deliberations of the Modern Company Law Review. Two approaches were considered:

  • a pluralist approach under which directors’ duties would be reformulated to permit directors to further the interests of other stakeholders even if they were to the detriment of shareholders;
  • an enlightened shareholder-value approach allowing directors greater flexibility to take into account longer-term considerations and interests of various stakeholders in advancing shareholder value.

In considering these approaches, the essential questions of what is the corporation, and what interests it should represent are exposed to light, as Davies eloquently argues (2005, 4):

The crucial question is what the statutory statement says about the interests which the directors should promote when exercising their discretionary powers. The common law mantra that the duties of directors are owed to the company has long obscured the answer to this question. Although that is a statement of the utmost importance when it comes to the enforcement of duties and their associated remedies, it tells one nothing about the answer to our question, whose interests should the directors promote? This is because the company, as an artificial person, can have no interests separate from the interests of those who are associated with it, whether as shareholders, creditors, employers, suppliers, customers or in some other way. So, the crucial question is, when we refer to the company, to the interests of which of those sets of natural persons are we referring?

As a member of the Corporate Law Review Steering Group, Davies goes on to defend the enlightened shareholder-value view suggesting that the pluralist approach produces a formula which is unenforceable, and paradoxically gives management more freedom of action than they previously enjoyed. An Australian legal expert, Redmond, endorses this critique of widening the scope of directors’ duties too greatly (Redmond 2005, 27):

The pluralist or multifiduciary model rests on a social, not a property, view of the corporation. It identifies the corporate purpose with maximizing total constituency utility. This is an indeterminate outcome measure which poses particular difficulties in translation into a legally enforceable duty. The indeterminacy of the criteria for decision and performance measurement also points to a probable loss of accountability for directors since it offers broad scope to justify most decisions. It is difficult to resist the conclusion of the British review that either it confers a broad unpoliceable policy discretion on managers themselves or just gives a broad jurisdiction to the courts. The model needs either practical rehabilitation or a superior performance metric. It is not clear where either might be found.

In the resulting British Company Law Reform Bill (2005) the enlightened shareholder-value view has prevailed in clause 156, which defines the essential directoral duty as:

Duty to promote the success of the company

  • A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole.
  • Where or to the extent that the purposes of the company consist of or include purposes other than the benefit of its members, his duty is to act in the way he considers, in good faith, would be most likely to achieve those purposes.
  • the likely consequences of any decision in the long term,
  • the interests of the company’s employees,
  • the need to foster the company’s business relationships with suppliers, customers and others,
  • the impact of the company’s operations on the community and the environment,
  • the desirability of the company maintaining a reputation for high standards of business conduct, and
  • the need to act fairly as between members of the company.
  • The duty imposed by this section has effect subject to any enactment or rule of law requiring directors, in certain circumstances, to consider or act in the interests of creditors of the company.

This clause replaces the discretion of directors to have regard for stakeholder interests with a duty for directors to do this (Davies 2005, 5):

As far as directors’ duties are concerned, this is the heart of the enlightened shareholder-value approach. The aim is to make it clear that although shareholder interests are predominant (promotion of the success of the company for the benefit of its members), the promotion of shareholder interests does not require riding roughshod over the interests of other groups upon whose activities the business of the company is dependent for its success. In fact, the promotion of the interests of the shareholders will normally require the interests of other groups of people to be fostered. The interests of non-shareholder groups thus need to be considered by the directors, but, of course, in this shareholder-centred approach, only to the extent that the protection of those other interests promotes the interests of the shareholders. The statutory formulation can be said to express the insight that the shareholders are not likely to do well out of a company whose workforce is constantly on strike, whose customers don’t like its products and whose suppliers would rather deal with its competitors.

In this way the Company Law Reform Bill treads a fine legal line between a sense of “enlightened shareholder value” which is becoming best practice in many leading companies, and more radical claims for company law to adopt a more “pluralist” sense of the ultimate objectives of the enterprise and the interests to be served. The reform manages this balancing act by suggesting that the pluralist objectives of maximizing company performance to the benefit of all stakeholders can best be served by professional directors pursuing commercial opportunities within a framework of standards and accountability:

The overall objective should be pluralist in the sense that companies should be run in a way which maximizes overall competitiveness and wealth and welfare for all. But the means which company law deploys for achieving this objective must be to take account of the realities and dynamics which operate in practice in the running of a commercial enterprise. It should not be done at the expense of turning company directors from business decision-makers into moral, political or economic arbiters, but by harnessing focused, comprehensive, competitive decision-making within robust, objective professional standards and flexible, but pertinent accountability (CLR 2000, 14).

The reform supports the ultimate power of shareholders to appoint or dismiss directors for whatever reasons they choose, and to intervene in management to the extent the constitution permits, and confesses: “There is clearly an inconsistency between leaving these powers of shareholders intact and enabling or requiring directors to have regard to wider interests … the effect will be to make smaller transactions within the powers of directors subject to the broad pluralist approach, but larger ones which are for shareholders subject only to the minimal constraints which apply to them” (CLR 2000, 26).

It is likely that the modern company law proposals will over time facilitate the wider and more conscious adoption by British companies of social and environmental commitments, and the willingness to report fully on them. In time it is possible that such social and environmental commitments will become part of widespread company and management best practice, in the way that the commitment to quality in the production of goods and services has become universal. Moreover, just as the United Kingdom in the publication of the Cadbury code of corporate governance ultimately influenced a considerable number of other countries to adopt a similar code, it is possible that other countries, particularly that share a common law tradition with the United Kingdom, will begin to review their company law with similar objectives in mind.

Moral liability occurs when corporations violate stakeholder expectations of ethical behaviour in ways that put business value at risk

One reason why the agenda of corporate responsibility is increasingly irresistible is that while legal liability of corporations is deepening, what has been described as an emerging and hardening moral liability is exerting increasing influence. In this respect the legislative process lags behind what society thinks, values and respects. Moral liability occurs when corporations violate stakeholder expectations of ethical behaviour in ways that put business value at risk. There is an increasing convergence between these two forms of liability, as corporations come under scrutiny both by the law and—often more immediately and pointedly—by public opinion (SustainAbility 2004, 5).

Corporate social responsibility

The narrow focus of corporate governance exclusively upon the internal control of the firm and simply complying with regulation is no longer tenable. In the past this has allowed corporations to act in extremely irresponsible ways by externalising social and environmental costs. Corporate objectives described as “wealth generating” too frequently have resulted in the loss of well-being to communities and the ecology. But increasingly in the future the license to operate will not be given so readily to corporations and other entities. A license to operate will depend on maintaining the highest standards of integrity and practice in corporate behavior. Corporate governance essentially will involve sustained and responsible monitoring of not just the financial health of the company, but the social and environmental impact of the company.

A substantial increase in the range, significance and impact of corporate social and environmental initiatives in recent years suggests the growing materiality of sustainability. Once regarded as a concern of a few philanthropic individuals and companies, corporate social and environmental responsibility appears to be becoming established in many corporations as a critical element of strategic direction, and one of the main drivers of business development, as well as an essential component of risk management. Corporate social and environmental responsibility (CSR) seems to be rapidly moving from the margins to the mainstream of corporate activity, with greater recognition of a direct and inescapable relationship between corporate governance, corporate responsibility, and sustainable development.

The burgeoning importance of this newly revived movement is demonstrated by the current frequency and scale of activity at every level (Calder and Culverwell 2005, 43). Among international organizations the United Nations is coordinating a public-private partnership between UNEP and 170 banks, insurers and asset managers world-wide including Deutsche Bank, Dresdner Kleinwort Wasserstein, Goldman Sachs, HSBC and UBS to explore the financial materiality of environmental, social and governance (ESG) issues to securities valuation (UNEP 2004). Early in 2005 the UN convened a group of 20 of the world’s largest institutional investors to negotiate a set of Principles for Responsible Investment, and published a Working Capital report in early 2006 as a guide to the investment community on how to incorporate environmental, social and governance issues into their investment decision-making and ownership processes. This builds on the work of the UN Global Compact with more than 1,500 corporate signatories, which is working with the world’s leading stock exchanges and the World Federation of Exchanges to advance the principles of corporate responsibility in capital markets and with public corporations (UN 2000).

In 2005 institutional investors representing US$21 trillion in assets came together for the third Carbon Disclosure Project meeting, collectively requesting the world’s largest corporations to disclose information on greenhouse-gas emissions and their approach to the management of carbon risks (UNEP FI 2005). Finally, 36 of the world’s largest banks, representing more than 80% of the global project finance market, have adopted the Equator Principles, a set of voluntary principles outlining environmental, social and human rights disciplines associated with project finance above US$50 million (Freshfields Bruckhaus Deringer 2005). The principles originally were developed by the International Finance Corporation (IFC), the private sector investment arm of the World Bank. The OECD also is active in the promotion of CSR in its guidelines for the operations of multinational corporations; and the European Union is actively encouraging CSR as the business contribution to sustainable development (OECD 2000; European Commission 2003, 2004). At the national level a growing number of governments in Europe, and across the globe, have identified strongly with the call for corporate social and environmental responsibility, even with the evident difficulties in applying the Kyoto Protocol and creating an effective international climate-policy regime.

At the corporate level the World Business Council for Sustainable Development, and World Economic Forum Global Corporate Citizenship Initiative have projected corporate responsibility in the minds of the international business elite (WBCSD 2002, 2004; WEF 2005). Other business organizations active in promoting CSR include the Business Leaders’ Initiative on Human Rights, the Conference Board, Business in the Community, and Business for Social Responsibility. A large number of leading corporations have signed up for the Global Reporting Initiative and more than 2,000 international corporations now publish reports on their CSR performance (many accessible on www.csrwire.com). In 2011 the GRI published new guidelines on materiality, stakeholder inclusiveness, sustainability context, and completeness of reporting (GRI 2011). Reinforcing the new-found willingness on the part of corporate executives to disclose their commitments to CSR are the new indices including the Dow Jones Sustainability Index and FTSE4Good. Finally, there are a proliferating number of consultancies, NGOs and campaign groups offering guidance and actively monitoring CSR activities along the entire length of the global value chain (World Bank 2003).

Corporate governance essentially will involve sustained and responsible monitoring of not just the financial health of the company, but the social and environmental impact of the company

Questions are often addressed regarding the sincerity of corporate social and environmental initiatives; the legality of company directors engaging in these concerns; equally, the legality of the trustees of investment institutions attending to these interests; and the verifiability of CSR activities and outcomes. It is important to clarify the continuing and emerging legal and commercial basis for corporations to pursue corporate social and environmental responsibility; the ongoing legal and material support for institutional trustees to prioritize socially and environmentally responsible investments; to examine developments in verification on corporate reporting of CSR performance; and to consider some illustrations of current best practice.

The integrity of corporate social responsibility

Despite the recent burst of enthusiasm for corporate social and environmental responsibility in some quarters of the business community, the concept and practice still provoke a degree of understandable scepticism (partly due to CSR’s record of lapsing into amoral apologetics for unacceptable corporate behavior) (Najam 2000; Christian Aid 2004; Corporate Responsibility Coalition 2005; OECD Watch 2005). David Vogel in a review conducted for the Brookings Institute, The Market for Virtue: The Potential and Limits of Corporate Social Responsibility (2005), contends there are many reasons why companies may choose to behave more responsibly in the absence of legal requirements to do so, including strategic, defensive, altruistic or public-spirited motivations. However despite pressure from consumers for responsibly-made products, the influence of socially-responsible investors, and the insistent call for companies to be accountable to a broader community of stakeholders, there are important limits to the market for virtue:

CSR is best understood as a niche rather than a generic strategy: it makes sense for some firms in some areas under some circumstances. Many of the proponents of corporate social responsibility mistakenly assume that because some companies are behaving more responsibly in some areas, some firms can be expected to behave more responsibly in more areas. This assumption is misinformed. There is a place in the market economy for responsible firms. But there is also a large place for their less responsible competitors … Precisely because CSR is voluntary and market-driven, companies will engage in CSR only to the extent that it makes business sense for them to do so. Civil regulation has proven capable of forcing some companies to internalize some of the negative externalities associated with some of their economic activities. But CSR can reduce only some market failures (2005, 3–4).

Vogel concludes that CSR has a multidimensional nature, and that companies, like individuals, do not always exhibit consistent moral or social behaviour, and may behave better in some countries than others depending on the social and environmental policies existing there. Since the origins of capitalism, there have always been more or less responsible firms, and it is heartening that executives in many highly visible firms may be becoming more responsive (if only as a result of external stakeholder pressures). However the reality is that the amounts wasted on losses due to financial fraud, the very substantial—and some would argue unwarranted—increases in executive compensation in corporations, and the huge losses in the global financial crisis, in recent years far exceed any resources companies have devoted to CSR.

In a similar vein Deborah Doane who is Chair of the Corporate Responsibility Coalition in the United Kingdom, is sceptical regarding optimism about the power of market mechanisms to deliver social and environmental change, referring to the key myths informing the CSR movement as follows:

  • The market can deliver both short-term financial returns and long-term social benefits.
  • The ethical consumer will drive change.
  • There will be a competitive “race to the top” over ethics amongst businesses.
  • In the global economy countries will compete to have the best ethical practices.

In support of her argument that these are largely mythological trends, she highlights the insistence of stock markets upon short-term results and the failure of companies to invest in long-term benefits; the considerable gap between green consciousness expressed by consumers and their consumer behavior; the inconsistency between companies’ alignment to CSR schemes, and their successful efforts to bring about the sustained fall in corporate taxation in the United States and other jurisdictions in recent decades; and finally the evidence emerging in developing countries of governments competing to reduce their insistence on the observance of social and environmental standards to attract international investment (Doane 2005).

It may well be the case that further legislative and regulatory intervention will be required to ensure all corporations fully respond to the growing public demand that they recognize their wider social and environmental responsibilities. However, it is useful to examine how far CSR objectives can be achieved within existing law and regulation. If there is substantial evidence of leading corporations demonstrating that it is possible to voluntarily commit to social and environmental performance and to achieve commercial success—perhaps because of, rather than in spite of, ethical commitments—then it will be more straightforward to press for the legislative changes necessary to deal with corporations that refuse to acknowledge their wider responsibilities, as well as find appropriate legislative support for companies that wish to develop further their CSR commitments.

In the meantime, the practical fact is that corporations and governments currently are struggling with an “almost bewildering array of international CSR initiatives” (Calder and Culverwell 2005, 7; McKague and Cragg 2005). Reviewing the efforts to develop CSR following the World Summit on Sustainable Development, a survey by the Royal Institute for International Affairs of stakeholders from governments, businesses and civil society groups identified a range of significant weaknesses in current approaches to promoting CSR which governments should seek to address:

  • an over-proliferation of CSR initiatives at the international level and lack of clarity about how these initiatives relate to each other in a coherent way;
  • an excessive focus on getting businesses to make commitments to CSR and not enough focus on enabling them to implement them effectively;
  • an absence of credible monitoring and verification processes of CSR initiatives;
  • a lack of effective mechanisms of redress for communities affected by companies that flout national or international norms on sustainable development or human rights;
  • a lack of engagement with developing-country governments and their sustainable development priorities (e.g. economic development and poverty reduction);
  • a failure to bridge the governance gap created by weak public-sector governance of the private sector in many developing countries; the limited impact on national and international sustainable-development goals;
  • a lack of government involvement and/or investment in international CSR initiatives, which is contributing significantly to their underperformance (Calder and Culverwell 2005, 7).

Defining corporate social responsibility and sustainability

The rapidly developing interest in CSR and sustainabilty has resulted in a plethora of definitions and interpretations of the two concepts from international agencies, consultancies and practitioners (Calder and Culverwell 2005; McKague and Cragg 2005). A first difficulty is that the most commonly employed acronym, CSR, refers to corporate social responsibility, though in most interpretations it is meant to include environmental responsibility also. The use of the simpler term corporate responsibility and acronym CR is not in widespread use, though it would more readily embrace all corporate responsibilities. The UN’s recent adoption of the environmental, social and governance (ESG) acronym may become influential, since it explicitly links governance to social and environmental responsibility.

Corporate sustainability is a critical issue because of the economic scale and significance of these entities and their growing impact on the economy, society and environment

More confusingly still, in some definitions sustainability is included within CSR, while in others CSR is subsumed under sustainability. One source of this confusion is that often different levels of analysis are being addressed. At the highest level the sustainability of the planet is at issue, and at lower levels the sustainability of economies and societies, industries and organisations. Corporate sustainability is a critical issue because of the economic scale and significance of these entities and their growing impact on the economy, society and environment. “Corporations have magnified capacities relative to individuals, in their financial resources, scale of operations, organizational capacity and capacity for social and individual harm” (Redmond 2005, 1). Once the primary (in some cases sole) concern was to produce goods and services that might generate the profits to achieve the financial sustainability of the corporation (everything else was written off as externalities). “Defining limited liability is simple. It means that no matter how much environmental damage a corporation causes, no matter how much debt it defaults on, no matter how many Malibus explode or tires burst or workers or consumers die of asbestosis, no matter how many people it puts out of work without their pension benefits or other protections; in short, no matter how much pain it causes, the corporation is responsible for paying damages (if at all) only in the amount of assets it has” (Mitchell 2001).

Increasingly today the social and environmental impact of the corporation will be assessed in deciding whether it is viable or not, by governments, regulators, or other stakeholders, even if the corporation’s management is reluctant to make this assessment. The license to operate can no longer be readily assumed for any corporation, and in an increasing number of contexts needs to be earned with verifiable evidence of the social and environmental responsibility of the corporation.

Definitions of CSR and sustainability range from the basic to the most demanding, from a specific reference to a number of necessary activities to demonstrate responsibility, to a general call for a comprehensive, integrated and committed pursuit of social and environmental sustainability. The following representative range of definitions of CSR is in ascending order from the least to the most demanding:

  • the integration of stakeholders’ social, environmental and other concerns into a company’s business operations (EIU 2005, 2);
  • the commitment of businesses to contribute to sustainable economic development by working with their employees, their families, the local community and society at large to improve their lives in ways which are good for business and for development (World Business Council for Sustainable Development 2002, 2011).
  • Corporate social responsibility is at heart a process of managing the costs and benefits of business activity to both internal (for example, workers, shareholders, investors) and external (institutions of public governance, community members, civil society groups, other enterprises) stakeholders. Setting the boundaries for how those costs and benefits are managed is partly a question of business policy and strategy and partly a question of public governance (World Bank 2002, 1).
  • a concept whereby companies integrate social and environmental concerns into their business operations and their interaction with their stakeholders on a voluntary basis (European Commission 2001, 2009); – a company’s commitment to operating in an economically, socially, and environmentally sustainable manner, while recognizing the interests of its stakeholders, including investors, customers, employees, business partners, local communities, the environment, and society at large (Certified General Accountants Association of Canada 2005, 20).
  • CSR is essentially about how the company makes its profits, not only what it does with them afterwards. CSR is about how the company manages, first its core business operations—in the board room, in the workplace, in the marketplace, and along the supply chain; second, its community investment and philanthropic activities; and third, its engagement in public policy dialogue and institution building (Kennedy School of Government Corporate Responsibility Initiative 2004, 33).
  • a business approach embodying open and transparent business practices, ethical behavior, respect for stakeholders and a commitment to add economic, social and environmental value (SustainAbility 2011); – Sustainability performance refers to an organization’s total performance, which might include its policies, decisions, and actions that create social, environmental and/or economic (including financial) outcomes (AccountAbility 2005, 10).

Sustainability as a whole (planet, environment, species) is an altogether more ambitious project with more expansive definitions than CSR. Corporations have a vital role to play in this also, beginning with a modest recognition of their necessary subordination to the interests of maintaining a balanced ecosystem. Sustainability is defined as:

  • meeting the needs of the present generation without compromising the ability of future generations to meet their needs (Bruntland Commission 1987);
  • Sustainable development, sustainable growth, and sustainable use have been used interchangeably, as if their meanings were the same. They are not. Sustainable growth is a contradiction in terms: nothing physical can grow indefinitely. Sustainable use is only applicable to renewable resources. Sustainable development is used in this strategy to mean: improving the quality of human life whilst living within the carrying capacity of the ecosystems (IUCN, UNEP, WWF 1991).

Putting the entire field into perspective, according to the Global Reporting Initiative (GRI) 2011 Sustainability Reporting Guidelines:

  • Environmental impact means an organization’s impact on living and non-living natural systems, including ecosystems, land, air and water. Examples include energy use and greenhouse gas emissions.
  • Social impact means an organization’s impact on the social system within which it operates. This includes labor practices, human rights and other social issues.
  • Economic impact means an organization’s impact both direct and indirect on the economic resources of its stakeholders and on economic systems at the local, national and global levels.

From the margins to the mainstream?

However challenging the prospects, there are growing indications of large corporations taking their social and environmental responsibilities more seriously, and of these issues becoming more critical in the business agenda. KPMG since 1993 has conducted an international survey of corporate responsibility every three years which has revealed the developing prevalence of this commitment. Surveying the largest 100 companies in a sample of advanced industrial OECD countries (with the addition of the Global 250 companies from 1999), KPMG (2008) finds a steadily rising trend in companies issuing separate corporate-responsibility annual reports. From 13% of national 100 companies reporting on corporate responsibility matters in 1993, by 2008 this had risen to 43% (up to 80% if including information in annual reports). A more substantial increase in the Global 250 reporting occurred with 35% reporting in 1999, 52% in 2005, and 79% by 2008. In addition some companies have integrated their corporate responsibility report with their main financial report. Publication of corporate responsibility reports as part of the annual financial reports of companies sometimes implies the issue is regarded as of greater salience, and companies often progress from separate to integrated CSR and financial reports.

Large corporations are taking their social and environmental responsibilities more seriously, and these issues are becoming more critical in the business agenda

More importantly, the substance of company reports is changing, from purely environmental reporting up until 1999, to sustainability reporting (social, environmental and economic), which has become the mainstream approach of the G250 companies and is becoming so among the national 100 companies. The two leading countries in terms of separate corporate responsibility reporting are Japan (88% of top 100 companies) and the UK (84% of top 100 companies) in 2008.

Finally the KPMG survey reveals a balanced range of business drivers for CSR reporting, beginning with ethical considerations (69% of companies); economic considerations (68%); innovation and learning (55%); reputation or brand (55%); employee motivation (52%); risk management (35%) and access to capital (29%). The survey suggests there were solid reasons for acting and reporting on CSR: “As in previous years, the overall drivers for reporting are ethical and economic considerations. Although these responses are fairly broad, they indicate that companies realize they operate in a context where they play key roles in contributing to healthy societies, ecosystems, and economies—and that it is in their best interest to maintain and improve these spheres” (KPMG 2005, 18).

In a further international survey of 136 corporate executives and 65 executives of institutional investors on the importance of corporate responsibility (CR) the Economist Intelligence Unit (EIU) discovered a similar growth in interest:

A total of 88% of executives said that CR is a “central” or “important” consideration in decision-making. This compares with 54% of executives who said it was a “central” or “important” consideration five years ago. The biggest percentage change between now and five years ago was among European executives. A total of 46% said CR was “central” or “important” five years ago compared with 84% at the present time. In Asia, the proportion rose from 49% to 82% and in North America from 66% to 88%. The survey of professional investors reveals a sharper trend. Eighty-one percent of those surveyed said CR was currently a “central” or “important” consideration in their investment decisions, compared with 34% who said it was “central” or “important” five years ago. In fact, 14% of them said CR was not a consideration at all five years ago. Now, not a single investor said it was not a consideration (EIU 2005, 5).

As with the gap noticed earlier between consumer consciousness and behavior, it is likely there will be a mighty gulf between the expressed concerns of executives for corporate responsibility and their actual behavior in different circumstances and in the exigencies of difficult situations; however, simply expressing concerns is an advance over stony- faced refusals to even acknowledge responsibilities that may have occurred in the past. “Corporate responsibility is really about ensuring that the company can grow on a sustainable basis, while ensuring fairness to all stakeholders,” says N. R. Murthy, the chairman of an Indian IT firm, Infosys (EIU 2005, 2). Though some of the expressed concern may be part of the discourse of political correctness, there do appear to be grounds for a significant shifting of opinion among executives, as the EIU comments:

Until recently, board members often regarded corporate responsibility as a piece of rhetoric intended to placate environmentalists and human rights campaigners. But now, companies are beginning to regard corporate responsibility as a normal facet of business and are thinking about ways to develop internal structures and processes that will emphasize it more heavily. In the not-too-distant future, companies that are not focusing on corporate responsibility may come to be seen as outliers. As companies focus on non-financial performance, an important yardstick of corporate responsibility, the measurement of intangibles, such as customer satisfaction and employee morale, are likely to become less vague and more credible (EIU 2005, 3).

One of the surprising results of the EIU survey was that after more than a decade of the exhortation of the primacy in all circumstances of shareholder value, the executives surveyed still possessed a balanced appreciation of the relative importance of key stakeholders to the company, identifying customers, employees and shareholders in that order. The EIU compiled some of the contextual highlights for these changes in executive views in the emerging evidence that corporate social and environmental responsibility is moving substantially from the margins to the mainstream of economic activity:

  • The New York-based GovernanceMetrics International (GMI), which covers corporate governance and CR, now produces in-depth rating reports on 2,000 companies around the world and has a growing client base including TIAA-CREF, State Street Bank and ABP, the largest pension fund in Europe.
  • More than 10,000 individuals and 3,000 listed companies have helped to develop the standards of the Global Reporting Initiative (GRI), an organization based in Amsterdam, trying to create a single global measure for CR performance. Among its corporate clients implementing GRI standards are Bayer, Canon, Deutsche Bank, General Motors, Heineken and Shell.
  • A group of five major European institutional investors, including the second-largest pension fund in the United Kingdom and the largest pension fund in the Netherlands, jointly stated in October 2004 that they would allocate 5% of their budgets for the purchase of non- financial research analysis of such topics as corporate governance, labor management and environmental practices.
  • One in every nine investment dollars under professional management in the United States is now invested in socially responsible funds. This amounts to US$2 trillion out of a total of US$19 trillion in investible funds, according to the 2003 report on socially-responsible investing (SRI) produced by the Social Investment Forum, the national trade body for the SRI industry (EIU 2005, 4–5).

A final promising development is the new Manifesto for a “Global Economic Ethic” encompassing consequences for global businesses, which was declared at a business-ethics symposium held at the UN headquarters in New York. The Global Economic Ethic Manifesto is a self- regulatory moral framework/code of conduct “which is both interactive and interdependent with the economic function of the main institutions of the economic system: markets, governments, civil society, and supranational organizations” (Kung 2009). The manifesto includes five universally-accepted principles and values: the principle of humanity; the basic values of non-violence and respect for life; the basic values of justice and humanity; the basis values of honesty and tolerance; and the basic values of mutual esteem and partnership. This is intended as an ethical complement to the UN Global Compact, with the manifesto providing a framework for ethical values to meet the moral dilemmas confronting boards and directors of multinational corporations, in the way in which the Compact is designed to address market and institutional failures (Hemphill and Lillevik 2011, 213).

The Global Economic Ethic Manifesto is a self-regulatory moral framework. It includes five principles and values: humanity; non-violence and respect for life; justice and humanity; honesty and tolerance; and mutual esteem and partnership

At the confluence of these multiple emerging initiatives and trends towards greater corporate social and environmental responsibility there is emerging a dynamic stakeholder model for driving enlightened shareholder value. At many leading corporations the pieces of what is admittedly a very large and demanding puzzle are beginning to come together. The wider commitments to building engaged and inclusive relationships with employees, economic partners, the community and the environment become a means of achieving enlightened shareholder value through access to a lower cost of capital, enhanced reputation, minimised risks and new business opportunities.

The impact of the adoption of corporate commitments to wider forms of social and environmental engagement and reporting will be determined essentially by initiatives of leading companies and, in turn, this will be influenced by the insistent pressures companies encounter from the market, investors and stakeholders, and the perceived commercial benefit of assuming a broader accountability. However, the role of the law and of accounting standards in establishing a framework of accountability and management discipline is a significant factor. Historical analysis of the perception of company directors’ duties, including legal interpretations, reveals much greater sympathy for corporations adopting a wider view of their responsibilities than the recently-imposed tenets of shareholder value would suggest.

Conclusions

The effective integration of corporate social and environmental responsibilities could potentially release greater value for both shareholders and wider stakeholders: moving beyond compliance, to creating new value through new products and services that meet societal needs; and collaborating to solve the complex and demanding social and environmental problems that threaten to grow beyond our control. This would provide a more vital context in which people would have greater opportunity to exercise moral values and ethical commitments. However corporations capable of working in investors’, stakeholders’, and society’s interests in a collaborative, creative and productive way would require a further fundamental redesign of the concept of the corporation and the institution of the market. It is possible that confronting the dilemmas of social, economic and ecological survival which governments, business and communities face, will force the rethinking of corporate objectives, structures, and activities that is necessary.

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business ethics and corporate governance presentation topics

Corporate Governance Dissertation Topics (28 Examples) For Research

Mark Aug 21, 2021 Aug 12, 2021 Corporate Governance No Comments

Corporate governance refers to the code of conduct for global business corporations. It is important for businesses to act responsibly and contribute to the betterment of society and people. As the concept of corporate governance has emerged, the scope and area for research have increased. We provide you with a list of corporate governance dissertation […]

corporate-governance-dissertation-topics

Corporate governance refers to the code of conduct for global business corporations. It is important for businesses to act responsibly and contribute to the betterment of society and people. As the concept of corporate governance has emerged, the scope and area for research have increased. We provide you with a list of corporate governance dissertation topics.

The research topics on corporate governance and project topic on corporate governance are listed to help students in selecting a topic for their research and thesis. We have sorted down some of the most interesting corporate governance dissertation topics and can provide you with a brief on the selected topic.

A list Of Corporate Governance Dissertation Topics

A comparison of corporate governance policies and practices in the years 2010 to 2020.

Studying the impact of corporate governance practices on the management and leadership styles.

Identifying the most effective corporate governance strategies and its impact on organizational reputation.

An integrated analysis of the corporate governance practices in developing countries.

To investigate the impact of corporate governance policies and their implementation on the monetary success of large businesses.

Analysing the competence of corporate governance in a state-owned enterprise in the UK.

Comparing the policies of corporate social responsibility and its causes and effects.

Can effective corporate governance contribute to dealing with the global recession?

Studying the role of audit practices in corporate governance.

Evaluation of corporate governance regulations in the US and the UK.

Studying the importance of ethics in corporate governance taking a real-life case example.

A literature review on the corporate governance in a family-based business.

To study the impact of corporate governance on earning management in SMEs.

How does corporate governance affect the financial performance and financial stability of a business?

Studying the board attributes and corporate social responsibility disclosure.

Investigating the relationship between corporate governance and operating cash flow.

How does effective corporate governance help in building and maintaining relationships with the strategic partners?

To study the impact of ownership structure and corporate governance on the success of a business.

Does effective internal audit help in developing corporate governance policies and regulations?

To investigate the effect of accounting conservatism and corporate governance on tax avoidance.

Studying the impact of corporate governance on voluntary risk disclosure in large businesses in the UK.

The relationship between corporate governance and enterprise risks in the banking industry.

The contribution of innovation in enhancing corporate governance in organisations.

The importance of developing a code of conduct to manage organisational behaviour.

A literature review on corporate governance and its growing importance.

Studying and comparing the laws and policies related to corporate governance in the UK and the United States.

What is the role of corporate governance in the case of blockchain technology?

The role of corporate governance in long-term competitiveness based on value-added measures.

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  1. Corporate Governance and Business Ethics

    6. Corporate Governance Ethics Corporate governance is the complete set of policies and procedures; rules and conduct framed for the purpose of directing and controlling the business activities. Corporate governance ethics are ethical behaviour in the context of corporate governance. Some instances of ethical behaviour are Working with honesty and integrity, avoiding all conflicts arising due ...

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  3. Ethics and corporate governance

    Ethics and corporate governance are crucial to the modern board because it's essential to understand how your decisions affect stakeholders.

  4. Special Report on Business Ethics: Enhancing Corporate Governance

    In the report, which features insights from Wharton faculty and other experts, we consider five key topics: the relationship between corporate governance and the purpose of a firm; whether firms ...

  5. What Are Business Ethics & Their Importance?

    Business ethics are principles that guide decision-making. As a leader, you'll face many challenges in the workplace because of different interpretations of what's ethical. Situations often require navigating the "gray area," where it's unclear what's right and wrong. When making decisions, your experiences, opinions, and perspectives ...

  6. What Is Business Ethics? Definition, Principles, and Importance

    Business ethics is the study of proper business policies and practices regarding potentially controversial issues, such as corporate governance , insider trading , bribery, discrimination ...

  7. A Guide to the Big Ideas and Debates in Corporate Governance

    Read more on Corporate governance or related topics Boards and Business history Lynn S. Paine is a Baker Foundation Professor and the John G. McLean Professor of Business Administration, Emerita ...

  8. PDF Virtual Special Issue on Corporate Governance and Ethics: What's

    Corporate governance (CG) is a key area in relation to busi-ness ethics. Recent discussions around CG show a growing interest in exploring the relationship between the (institu-tions of) CG and 'grand challenges' or 'grand ethical chal-lenges' (Böhm et al., 2022) such as inequality, the overshoot-ing of planetary boundaries, and ...

  9. Virtual Special Issue on Corporate Governance and Ethics: What's Next

    Corporate governance (CG) is a key area in relation to business ethics. Recent discussions around CG show a growing interest in exploring the relationship between the (institutions of) CG and 'grand challenges' or 'grand ethical challenges' (Böhm et al., 2022) such as inequality, the overshooting of planetary boundaries, and corruption.

  10. Building an Ethical Company

    Building an Ethical Company. Create an organization that helps employees behave more honorably. Summary. Just as people can develop skills and abilities over time, they can learn to be more or ...

  11. Business Ethics Cases

    Business Ethics Cases. Find ethics case studies on bribery, sourcing, intellectual property, downsizing, and other topics in business ethics, corporate governance, and ethical leadership. (For permission to reprint articles, submit requests to [email protected] .)

  12. 10.1: Leading an Ethical Organization- Corporate Governance, Corporate

    This chapter discusses some of the key issues and decisions relevant to understanding corporate and business ethics. Issues include how to govern large corporations in an effective and ethical manner, what behaviors are considered best practices in regard to corporate social performance, and how different generational perspectives and biases ...

  13. Embedding Business Ethics: 2020 report on corporate ethics policies and

    Tags: Anti-Bribery & Corruption (ABC), Corporate governance, Speak Up, Communication & Engagement, Code of Ethics , Harassment & bullying, Training, Supportive Environment, Monitoring & Accountability, Data privacy. This report is the ninth in the triennial series looking at corporate ethics policies and programmes.

  14. Ethics, Values and Corporate Governance

    The manifest failures of corporate governance and business ethics in the global financial crisis has increased the urgency of the search for a better ethical framework and governance for business. ... October 2004 that they would allocate 5% of their budgets for the purchase of non- financial research analysis of such topics as corporate ...

  15. PDF The Moral Compass of Companies: Business Ethics and Corporate Governance as

    Step 2: Consultations with stakeholders affected by code of ethics. A code of ethics will impact and affect differently various staff groups. Therefore, its implementation requires extensive consultation with all groups to be affected by the code of ethics: directors, executives, managers, supervisors, employees, etc.

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    Ellicudate the three stages and present information using this PPT slide. This is a completely adaptable PowerPoint template design that can be used to interpret topics like Corporate Governance Template, Business Ethics Icon. So download instantly and tailor it with your information. Slide 1 of 6.

  17. PDF Ppt presentation by : HARSHITA BHATIA (CS Professional student)

    The study of what is right and wrong in human behavior. TO CHOOSE between wrong and right is covered under simple ethics. But choosing between two RIGHTS is a complex ethical practice also which too are mutually exclusive. EXAMPLE: Ethics is a the code of conduct set by a business.

  18. (PDF) Business Ethics and Corporate Governance

    Business Ethics and Corporate Governance. September 2019. Publisher: McGraw Hill. ISBN: ISBN (13): 978-93-5316-841-4. Authors: Jyotsna Ghildiyal Bijalwan. Arba Minch University.

  19. PDF 6 Chapter Six: Business Ethics and Corporate Governance

    6.3 GENERAL THEORIES OF ETHICS. Several theories have been developed to cover issues related to business ethics. Generally, three main philosophies of ethics have dominated discussions on ethics (Rossouw, 2010d:5769). These three theories are Aristotle's virtue theory, Kant's deontological theory, and John Stuart Mill's utilitarian theory.

  20. PDF BUSINESS ETHICS AND CORPORATE GOVERNANCE

    UNIT 1 INTRODUCTION TO ETHICS 3-25 1.0 Introduction 1.1 Unit Objectives 1.2 Ethics and Business Ethics 1.3 Ethical Concepts 1.4 Ethical Values 1.5 Business Ethics 1.6 Summary 1.7 Answers to Check Your Progress 1.8 Exercises and Questions 1.9 Further Reading UNIT 2 ORGANIZATIONAL ETHICS 27-40 2.0 Introduction 2.1 Unit Objectives

  21. Corporate Governance Dissertation Topics (28 Examples) For Research

    Corporate governance refers to the code of conduct for global business corporations. It is important for businesses to act responsibly and contribute to the betterment of society and people. As the concept of corporate governance has emerged, the scope and area for research have increased. We provide you with a list of corporate governance ...