Abstract
Corporate governance can be an important defense against unethical corporate behavior (Carcello 2009). For example, a firm’s board of directors is responsible for overseeing firm management. If the board does not adequately perform this oversight, then it may be easier for managers to behave unethically. In fact, Hoffman and Rowe (2007) report that various investigations found that poor oversight of management by boards was an important factor in various corporate scandals. Two additional issues dealing with unethical corporate behavior that firms should consider when structuring their corporate governance are potential conflicts of interest between the firm and its shareholders and transparency concerning corporate activities. Possible conflicts of interest in corporate governance include whether the CEO is also the chairman of the board (often referred to as CEO duality), the independence of board members, executive compensation (including backdating of stock options), and director elections. Since all of these situations could result in directors or managers placing their interest ahead of shareholder interests, they are all ethical issues. Transparency is an ethical issue because “insiders” such as managers and directors essentially control the information that “outsiders” such as shareholders and regulators receive. As a result, “insiders” can prevent “outsiders” from learning about sub-optimal behavior (such as conflicts of interest) through less transparency. This essay discusses academic research concerning the impact of corporate governance on business ethics. Corporate governance issues discussed are board involvement in corporate ethics codes, board independence, CEO duality, executive compensation, director elections, and external auditors. The specific business ethics issues discussed are potential conflicts of interest and transparency.
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References
Adam, A.M., and M.S. Schwartz. 2009. Corporate governance, ethics, and the backdating of stock options. Journal of Business Ethics 85: 225–237.
American Bankers Association. 2008. Study shows majority voting for directors more prevalent. Directors & Trustees Digest 67: 1–2.
Anders, G. 2008. ‘Say on Pay’ Gets a push, but will boards listen? Wall Street Journal, 27 February: A2.
Anderson, R.C., and J.M. Bizjak. 2003. An empirical examination of the role of the CEO and the compensation committee in structuring executive pay. Journal of Banking and Finance 27: 1323–1348.
Atkins, P. 2009. Shareholder proxy access for director elections, The Harvard Law School Forum on Corporate Governance and Financial Regulation. http://blogs.law.harvard.edu/corpgov/2009/04/26/shareholder-proxy-access-for-director-elections
Bebchuk, L.A. 2007. The myth of the shareholder franchise. Virginia Law Review 93: 675–732.
Bhagat, S., and B.S. Black. 2002. The non-correlation between board independence and long-term firm performance. Journal of Corporation Law 27: 231–273.
Boyd, C. 1996. Ethics and corporate governance: The issues raised by the cadbury report in the United Kingdom. Journal of Business Ethics 15: 167–182.
Brief, A.P., J.M. Dukerich, P.R. Brown, and J.F. Brett. 1996. What’s wrong with the treadway commission report? Experimental analyses of the effects of personal values and codes of conduct on fraudulent financial reporting. Journal of Business Ethics 15: 183–198.
Byrd, J.W., and K.A. Hickman. 1992. Do outside directors monitor managers? Evidence from tender offer bids. Journal of Financial Economics 32: 195–221.
Cadman, B., M.E. Carter, and S. Hillegeist. 2008. The role and effect of compensation consultants on CEO pay, Working Paper, University of Pennsylvania, Philadelphia, PA, USA.
Carcello, J.V. 2009. Governance and the common good. Journal of Business Ethics 89: 11–18.
Carey, P., and R. Simnett. 2006. Audit partner tenure and audit quality. The Accounting Review 81: 653–676.
Coates, J.J. 2007. The goals and promise of the Sarbanes-Oxley Act. Journal of Economic Perspectives. 21: 91–116.
Core, J.E., R.W. Holthausen, and D.F. Larcker. 1999. Corporate governance, Chief Executive Officer compensation, and firm performance. Journal of Financial Economics 51: 371–406.
Cox, C. 2007. Speech by SEC chairman: Closing remarks to the second annual corporate governance summit, U.S. securities and exchange commission, USC Marshall School of Business, Los Angeles, CA, Mar. 23, 2007. http://www.sec.gov/news/speech/2007/spch032307cc.htm
Daily, C.M., and D.R. Dalton. 1994. Bankruptcy and corporate governance: The impact of board composition and structure. Academy of Management Journal 37: 1603–1617.
Daily, C.M., J.L. Johnson, A.E. Ellstrand, and D.R. Dalton. 1998. Compensation committee composition as a determinant of CEO compensation. Academy of Management Journal 41: 209–220.
Faleye, O. 2007. Does one hat fit all? The case of corporate leadership structure. Journal of Management and Governance 11: 239–259.
Felo, A.J. 2000. Ethics programs, board oversight, and perceived disclosure credibility: Was the treadway commission correct about ethics and financial reporting? Research on Accounting Ethics 7: 157–176.
Felo, A.J. 2001. Ethics programs, board involvement, and potential conflicts of interest in corporate governance. Journal of Business Ethics 32: 205–218.
Felo, A.J. 2006. Board oversight of corporate ethics programs and changes in financial disclosure credibility. Journal of Forensic Accounting 7: 474–494.
Felo, A.J. 2007. Board oversight of corporate ethics programs and disclosure transparency. Accounting and the Public Interest 7: 1–25.
Felo, A.J. 2009. Corporate governance practices in the United States. In Codes of good governance around the world (Business Issues, Competition and Entrepreneurship Series), ed. F.J. Lopez Iturriaga, 99–132. Hauppauge, NY: Nova Publishers.
Francis, J.R. 2006. Are auditors compromised by nonaudit services? Assessing the evidence. Contemporary Accounting Review 23: 747–760.
Grinstein, Y., and Y. Valles Arellano. 2008. Separating the CEO from the chairman position: Determinants and changes after the new corporate governance regulation, Working Paper, Johnson Graduate School of Management, Cornell University, Ithaca, NY, USA.
Hoffman, W.M., and M. Rowe. 2007. The ethics officer as agent of the board: Leveraging ethical governance capability in the post-enron corporation. Business and Society Review 112: 553–572.
Jennings, M.M., K.J. Pany, and P.M.J. Reckers. 2006. Strong corporate governance and audit firm rotation: Effects on judges Independence perceptions and litigation judgments. Accounting Horizons 20: 253–270.
Johnson, V.E., I.K. Khurana, and J.K. Reynolds. 2002. Audit-firm tenure and the quality of financial reports. Contemporary Accounting Research 19: 637–660.
Kaplan, S.E., and E.G. Mauldin. 2008. Auditor rotation and the appearance of independence: Evidence from non-professional investors. Journal of Accounting and Public Policy 27: 177–192.
Laksmana, I. 2007. Corporate board governance and voluntary disclosure of executive compensation practices, Working Paper, Kent State University, Kent, OH, USA.
National commission on fraudulent financial reporting. 1987. Report of the national commission on fraudulent financial reporting, New York, NY (National Commission on Fraudulent Financial Reporting).
Naughton, J. 2009. Compensation proposals in 2009 proxy season, The Harvard Law School Forum on Corporate Governance and Financial Regulation. http://blogs.law.harvard.edu/corpgov/2009/04/29/compensation-prososals-in-2009-proxy-season/
New York Stock Exchange (NYSE). 2008. The New York Stock Exchange listed company manual, New York, NY (New York Stock Exchange). http://www.nyse.com/regulation/listed/1182508124422.html
Perkins, M. 2008. Directors and investors at odds on performance-based compensation. Directorship 34: 13.
Petra, S.T., and N.T. Dorata. 2008. Corporate governance and chief executive officer compensation. Corporate Governance 8: 141–152.
Prentice, D. 2006. A voice crying in the wilderness for auditor independence: Abe Briloff and section 201 of the Sarbanes-Oxley Act of 2002. Journal of American Academy of Business 8: 190–195.
Sarbanes-Oxley Act. 2002. Public Law 107-204, 107th United States Congress, 2002.
Securities and Exchange Commission (SEC). 2006, 29 August. Final rule: Executive compensation and related person disclosure. Washington, DC: Government Printing Office.
Securities and Exchange Commission (SEC). 2007, 11 December. Final rule: Shareholder proposals relating to the election of directors. Washington, DC: Government Printing Office.
Shivdasani, A., and D. Yermack. 1999. CEO involvement in the selection of new board members: An empirical analysis. The Journal of Finance 54: 1829–1853.
Sjostrom, W.K., and Y.S. Kim. 2007. Majority voting for the election of directors, Working Paper, Northern Kentucky University, Highland Heights, KY, USA.
Stout, L.A. 2007. The mythical benefits of shareholder control. Virginia Law Review 93: 789–809.
Strier, F. 2005. Conflicts of interest in corporate governance. The Journal of Corporate Citizenship 19: 79–89.
U.S. General Accounting Office (GAO). 2003. Public accounting firms: Required study on the potential effects of mandatory audit firm rotation (GAO-04-216). Washington, DC: Government Printing Office.
Vafeas, N. 2003. Further evidence on compensation committee composition as a determinant of CEO compensation. Financial Management 32: 53–70.
Vafeas, N., and Z. Afxentiou. 1998. The association between the SEC’s 1992 compensation disclosure rule and executive compensation policy changes. Journal of Accounting and Public Policy 17: 27–54.
Weisbach, M.S. 1988. Outside directors and CEO turnover. Journal of Financial Economics 20: 431–460.
White, E., and A.O. Patrick. 2007. Shareholders push for vote on executive pay. Wall Street Journal, 26 February B1.
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Felo, A.J. (2011). Corporate Governance and Business Ethics. In: Brink, A. (eds) Corporate Governance and Business Ethics. Studies in Economic Ethics and Philosophy, vol 39. Springer, Dordrecht. https://doi.org/10.1007/978-94-007-1588-2_13
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