Different approaches to corporate governance

Requirements of sarbanes-oxley (from dyrud: 37)

• Provide increased protection for whistle-blowers
• Adhere to an established code of ethics or explain reasons for non-compliance
• Engage in "full, fair, timely and understandable disclosure"
• Maintain"honest and ethical" behavior.
• Report ethics violations promptly
• Comply with "applicable governmental laws, rules, and regulations"
• Dyurd cites: ELT, Ethics and Code of Conduct , n.d.; http://www.elt-inc.com/solution/ethics _and_code_of_conduct_training_obligations.html

Ammended federal sentencing guidelines (dyrud 37)

• Establishing standards and procedures to prevent and detect criminal conduct
• Promoting responsibility at all levels of the program, together with adequate program resources and authority for its managers
• Exercising due diligence in hiring and assigning personnel to positions with substantial authority
• Communicating standards and procedures, including a specific requirement for training at all levels
• Monitoring, auditing, and non-internal guidance/reporting systems
• Promiting and enforcing of compliance and ethical conduct
• Taking reasonable steps to respond appropriately and prevent further misconduct in detecting a violation

What you will do ...

Module activities

• Study the Prisoner's Dilemma to help you formulate the central challenges of corporate governance.
• Study four different approaches to corporate governance, (1) agency theory, (2) the stockholder approach, (3) the stakeholder approach, and (4) stewardship theory.
• Examine corporate governance from the macro level by (1) looking at the structural changes a company can make to comply with legal and ethical standards and (2) examining the balances that government must make to control corporate behavior and yet preserve economic freedom.
• Design a corporate governance program for an actual company that you and your group choose. It should be a company to which you have open access. You will also be required to take steps to gain the consent of this company for your study.
• Reflect on how to integrate this module's macro description of corporate governance with the micro perspective presented in the module on moral ecologies and corporate governance.

Corporate governance plans

• A corporate code of ethics that responds to the specific ethical problems uncovered by your profile of the corporation you are studying.
• A corporate ethics training program designed to acquaint employees, owners, and managers with the company's value aspirations and compliance objectives.
• A Corporate Ethics Audit designed to identify and minimize ethical risks.
• A comprehensive ethics compliance program that responds to the requirements set forth in Sarbanes and Oxley as well as the Federal Sentencing Guidelines.
• A program in corporate excellence designed to articulate and realize the core values that define your company's identity and integrity.

What did you learn?

This material will be added later. Students will be given an opportunity to assess different stages of this module as well as the module as a whole.

Appendix

Bibliography

1. Benjamin, M. (1990) Splitting the difference: Compromise and Integrity in Ethics and Politics . Lawrence, KS: University of Kansas Press.
2. Carol, A. B., "Social Responsibility," in Werhane, P., and Freeman, R. E., eds. (1997, 1998) Blackwell Encyclopedic Dictionary of Business Ethics . Oxford, UK: Blackwell Publishers, INC: 593-595.
3. Clarke, T. (2004) "Introduction: Theories of Governance--Reconceptualizing Corporate Governance Theory After the Enron Experience," in Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance , ed. Thomas Clarke. New York: Routledge: 1-30.
4. Davis, J.H., Schoorman, D., and Donaldson, L. "Toward a Stewardship Theory of Management,"in Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance , ed. Thomas Clarke. (2004) New York: Routledge: 1-30.
5. Dyrud, M.A. (2007) "Ethics, Gaming, and Industrial Training," in IEEE Technology and Society Magazine . Winter 2007: 36-44.
6. Feinberg, J. (1970) "Collective Responsibility" in Doing and Deserving: Essays in the Theory of Responsibility . Princeton, NJ: Princeton University Press: 234.
7. Fisse, B. and French, P.A., eds. (1985) Corrigible Corporations and Unruly Law . San Antonio, TX: Trinity University Press.
8. French, P.A. (1984) Collective and Corporate Responsibility . New York: Columbia University Press..
9. Hobbes, T. (1651, 1968) Leviathan . Middlesex, England: Penguin Books: 186.
10. Macpherson, C.B. (1962) The Political Theory of Possessive Individualism: Hobbes to Locke . London, UK: Oxford University Press: 3.
11. May, L. (1987) The Morality of Groups: Collective Responsibility, Group-Based Harm, and Corporate Rights . Notre Dame, IN: University of Notre Dame Press.
12. McLean, B., and Elkind, P. (2003) The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron . New York: Portfolio: 141-149.
13. Paine, L.S. (1994) "Managing for Organizational Integrity," in Harvard Business Review , March/April 1994.
14. Rousseau, J.J. (1987) Jean-Jacques Rousseau: The Basic Political Writings Translated by Donald A. Cress. Indianapolis, IN: Hackett Publishing Company: 60.
15. Sandel, M. (1982, 1998). Liberalism and the Limits of Justice . Cambridge: Cambridge University Press
16. Stewart, J.B. (2007) "The Kona Files: How an obsession with leaks brought scandal to Hewlett-Packard," in The New Yorker , February 19 and 26, 2007: 152-167.
17. Stone, C. D. (1975) Where the Law Ends: The Social Control of Corporate Behavior . Prospectr Heights, IL: Waveland Press, INC: 1-30.
18. Swartz, M., Watkins, S. (2003) Power Failure: The Inside Story of the collapse of Enron . New York: Doubleday: 356.
19. Weaver, G.R. and Trevino, L.K. (1999) "Integrated and decoupled social performance: Management commitments, external pressures, and corporate ethics practices." The academy of Management Journal , 42: 539-552.
20. Werhane, P.H. (1999) Moral Imagination and Management Decision Making . Oxford, UK: Oxford University Press: 39.
21. Werhane, P. H. (2008) "Mental Models: Moral Imagination and System Thinking in the Age of Globalization," in Journal of Business Ethics , 78: 463--474.
22. Werhane, P. (2007) "Corporate Social Responsibility/Corporate Moral Responsibility: Is There a Difference and the Difference It Makes," in eds., May, S., Cheney, G., and Roper, J., The Debate over Corporate Social Responsibility . Oxford, UK: Oxford University Press: 459-474.

Corporate governance and hewlett-packard case

Eac toolkit project

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