Corporate Governance

In this article, we identify three key design dimensions along which cryptocurrencies differ -- privacy, censorship-resistance, and consensus procedure. Each raises important normative issues. Our discussion uncovers new ways to approach the question of whether Bitcoin or other cryptocurrencies should be used as money, and new avenues for developing a positive answer to that question. A guiding theme is that progress here requires a mixed approach that integrates philosophical tools with the purely technical results of disciplines like computer science and (...) economics. Note: this article is the second entry within a two-part sequence on the Philosophy, Politics, and Economics of Cryptocurrency. (shrink)

What makes political freedom valuable to us? Two well-known arguments are that freedom contributes to our desire satisfaction and to our personal responsibility. Here, Boudewijn de Bruin argues that freedom is valuable when it is accompanied by knowledge. He offers an original and systematic account of the relationship between freedom and knowledge and defends two original normative ideals of known freedom and acknowledged freedom. -/- By combining psychological perspectives on choice and philosophical views on the value of knowledge, he shows (...) how known freedom is crucial to satisfy our desires and assume responsibility. Known freedom is compromised when salespeople deploy consumer-obfuscation, or when news outlets use contextual framing techniques to steer the way their audiences process information. Conversely, carefully developed consumer protection and information disclosure regulation can foster known freedom. Acknowledged freedom, from ethical and economic perspectives, offers protection and makes our freedoms more stable. It embodies an ideal of mutual recognition that underlies informed consent and the ethics of communication, and can also contribute to a flourishing corporate culture. -/- This book integrates and extends cutting-edge research from philosophy, economics, psychology, and law to reorient debates on privacy, neuromarketing, sustainable finance, corporate culture, consumer protection, media violence, and freedom of speech. -/- An original account of the relation between freedom and knowledge, integrating cutting-edge research from philosophy, economics, psychology, and law; defends the ideals of known and acknowledged freedom; offers new perspectives on debates surrounding privacy, corporate culture, consumer protection, freedom of speech, and more -/- Introduction: Why Freedom is Not Enough 1:From Choice Overload to Discrimination: Arguments for Freedom 2:From Brainwashing to Neuromarketing: Freedom of Belief 3:From the Value of Knowledge to Skills and Stereotypes: The Individual Ideal of Known Freedom 4:From Common Knowledge to the Ethics of Communication: The Social Ideal of Acknowledged Freedom 5:Sustainable Finance and Responsible Investors 6:Ethics Management and Informed Stakeholders 7:Freedom of Speech and Consumer Autonomy 8:Liberal Privacy and Legal Protection Conclusion: How Freedom Can Be Sufficient . (shrink)

Shortened and mildly revised version of an essay that initially appeared in Murove (ed.) African Ethics (2009). This chapter is a work of applied ethics that aims to provide a convincing comprehensive account of how a government official in a post-independence sub-Saharan country should make decisions about how to allocate goods such as civil service jobs and contracts with private firms. Should such a person refrain from considering any particulars about potential recipients, or might it be appropriate to consider, for (...) example, family membership, party affiliation, race, or revolutionary stature as reasons to benefit certain individuals at some cost to the public? Which of these factors should be considered an unjust or corrupt basis on which to allocate state goods and which should not? Drawing on an African ethic, this chapter answers these questions with what it calls a “moderate partialism,” according to which a government agent may rightly favor at some cost to the public veterans and victims of state injustices, but not those in her family or party. This chapter seeks to provide a new, unified explanation of why characteristically sub-Saharan values permit some forms of partiality, such as the preferential hiring of those who suffered from or struggled against colonialism, but forbid other, nepotist or prebendalist forms of partiality. (shrink)

This essay argues that the modern business corporations are robots that are taking over the world in their single-minded pursuit of their own goals.

This paper discusses the legal aspects of the activities of transnational corporations. The relevance of the subject matter is determined by the significant impact exerted by transnational corporations on the world economy in general and on the economic situation of the country in which such corporations are registered as a subject of legal form of ownership in particular. Quality functioning of transnational corporations is an effective factor for the formation of sustainable development. This study reveals and determines the relationship between (...) the scale of activity of transnational corporations and their legal status within the framework of both single countries and entire economic communities, the individual subjects of law of which are transnational corporations. The practical significance of this study lies in the possibility of identifying and stating key aspects that play a significant role in assessing the practical activities of transnational corporations in the context of existing legal law with the ability to use the identified patterns in specific legal practice. The results of this study can be of significant practical importance for employees in the field of legal support for the activities of transnational-scale corporations, who are faced with the need to deeply analyse the legal aspects of the activities of these organisations and provide management of such structures with timely, highquality legal recommendations regarding the correction of the activities of these organisations in the context of the existing legal field. (shrink)

Shortened version of an article first appearing in the African Journal of Business Ethics (2018).

The paper deals with the basic concepts and key problems of creating financial stability, as well as the role of central banks in its provision. The role of central banks in providing financial stability is extremely important and has a double manifestation - is the maintenance of the stability of the national currency and the responsibility for the stability of commercial banks and the banking system. The central element of any financial system is always banks, so the emergence of systemic (...) instability in the banking sector always has a negative impact on financial stability in general and has extremely negative socio - economic implications for the country as a whole. The present study provides a thorough analysis of the essence of financial stability, the main challenges faced by central banks in monitoring financial sector and examines the global experience of central banks of different countries to ensure financial stability and their role in these processes. This paper highlights the common and distinctive features of the activities of the central banks of the most developed and developing countries towards the achievement of financial stability. Our paper focuses on the activities of the National Bank of Ukraine. In particular, its role in ensuring financial stability of the country is described and directions of its consolidation are indicated. The major task of the National Bank of Ukraine on the way to financial stability in the post -crisis period selected, the maximum possible mitigation Ukrainian banks consequences of the global financial crisis; increase of financial stability of banking institutions; strengthening of public confidence in banks and the banking system. As a result of the conducted, the key factors of achievement of the set tasks, as well as the main directions of application of monetary instruments of the National Bank of Ukraine in the activities aimed at increasing the stability of banks and ensuring financial stability, were determined. (shrink)

The law of successor criminal liability is simple—corporate successors are liable for the crimes of their predecessors. Always. Any corporation that results from any merger, consolidation, spin-off, etc., is on the hook for all the crimes of all the corporations that went into the process. Such a coarse-grained, onetrack approach fails to recognize that not all reorganizations are cut from the same cloth. As a result, it skews corporate incentives against reorganizing in more socially beneficial ways. It also risks punishing (...) corporate successors unjustly. -/- This Article offers a more sophisticated approach to successor liability: successors should be liable for the crimes of their predecessors only when they inherit their predecessors’ compliance vulnerabilities. In the terms developed by this Article, these successors share a “criminal identity” with their predecessors. Such an approach would incentivize corporations to structure reorganizations in ways that improve compliance and minimize the likelihood of future offenses. At the same time, it would do a better job of ensuring that. (shrink)

he Handbook constitutes a global resource for the fast growing interdisciplinary research and policy communities addressing the challenge of driving innovation towards socially desirable outcomes. This book brings together well-known authors from the US, Europe, Asia and South-Africa who develop conceptual, ethical and regional perspectives on responsible innovation as well as exploring the prospects for further implementation of responsible innovation in emerging technological practices ranging from agriculture and medicine, to nanotechnology and robotics. The emphasis is on the socio-economic and normative (...) dimensions of innovation including issues of social risk and sustainability. (shrink)

The Handbook constitutes a global resource for the fast growing interdisciplinary research and policy communities addressing the challenge of driving innovation towards socially desirable outcomes. This book brings together well-known authors from the US, Europe, Asia and South-Africa who develop conceptual and regional perspectives on responsible innovation as well as exploring the prospects for further implementation of responsible innovation in emerging technological practices ranging from agriculture and medicine, to nanotechnology and robotics. The emphasis is on the socio-economic and normative dimensions (...) of innovation including issues of social risk and sustainability. (shrink)

This paper examines the association between board characteristics and the ethical reputation of financial institutions. Given the pivotal governance role of the board of directors and the value-relevance of ethical corporate behavior, we postulate a positive relationship between ethical reputation and board features that foster more effective monitoring and oversight. Using a sample of large financial institutions from 13 different countries, we run several alternative panel regressions of ethical reputation on board characteristics and firm-specific controls. Our results demonstrate that the (...) ethical reputation of financial institutions is positively associated with board size, gender diversity, and CEO duality, while being negatively related to the busyness of the board members and a composite index reflecting poor monitoring. Nevertheless, inconsistent with our hypothesis, we also document that financial institutions with less frequent board meetings have better ethical reputation. Overall, our empirical findings suggest that stronger board oversight may promote ethical behavior in the financial industry. (shrink)

The paper is devoted to the study of determinants determined the level of financial security of economic systems. It is shown that the financial security of an economic system implies the achievement of a level of financial stability that will contribute to simultaneously maintaining financial equilibrium and ensuring targeted growth in line with the development strategy. The level of financial security of rail transport in Ukraine was analyzed and it was determined that the decline in its security was the result (...) of a complex interaction of external and internal factors, the main of which were tight government regulation, shifting the financial burden of social responsibilities to Ukrzaliznytsya, PJSC, lack of competition in the transportation of the main nomenclature of cargo and the unsatisfactory state of non-current assets. Based on the Argenti’s method, it is shown that the consequence of the inefficient financial management of Ukrzaliznytsia, PJSC are the reduction of its insolvency. Three main determinants of the financial security of rail enterprises were identified: a reduction in traffic volumes, an unstable capital structure and the impossibility of timely repayment of current liabilities. An additive model for assessing the impact of selected determinants on the level of financial security of Ukrzaliznytsia, PJSC is proposed. The analysis of the model parameters showed that the greatest impact has the index of industrial production, which is due to the predominant formation of its own financial resources of rail transport due to income from freight traffic. A complex of measures designed to improve the financial condition of rail enterprises was proposed. It is substantiated that in order to equalize existing threats, it is necessary to take political decisions aimed at improving the financial condition of Ukrzaliznytsia, PJSC by reducing the intensity of leaching of its financial resources, as well as implementing an anti-crisis financial strategy aimed at optimizing the capital structure and financial rehabilitation of rail enterprises. (shrink)

We examine the association between societal trust and the levels of CEO compensation and the proportion of equity-based compensation of 897 firm-years from 18 countries over the 2007–2013 period. We find both the levels of CEO compensation as well as the proportion of equity-based compensation to be lower in countries with higher levels of societal trust. This suggests that costly regulations on CEO compensation may not be as necessary in jurisdictions with higher levels of societal trust. We also examine the (...) association between pay disparity and societal trust. Consistent with our finding of lower pay at the CEO rank, we find pay disparities are lower in countries with higher levels of societal trust. (shrink)

Many firms keep pay secret. They do not make information about what their employees are paid available inside or outside of the firm, i.e. to other employees or to the public at large. Indeed, many firms discourage their employees from, or sanction them for, disclosing their pay. Against this, I argue that there are good moral reasons for firms to be transparent about pay. Pay transparency prevents injustice, promotes autonomy, and increases efficiency. After presenting the positive case for pay transparency, (...) I defend it against objections, including the most common reasons firms give for keeping pay secret. (shrink)

I argue that epistemic failings are a significant and underappreciated moral hazard in the financial services industry. I argue further that an analysis of these epistemic failings and their means of redress is best developed by identifying policies and procedures that are likely to facilitate good judgment. These policies and procedures are “best epistemic practices.” I explain how best epistemic practices support good reasoning, thereby facilitating accurate judgments about risk and reward. Failures to promote and adhere to best epistemic practices (...) contributed to the 2008 financial crisis. I identify and discuss some of the ways in which best epistemic practices were violated in the events that led to the crisis, with a focus on the role of the credit rating agencies. I go on to discuss some of the ways in which these failings have been redressed. I conclude by observing how proactive regulation for best epistemic practices might help us to anticipate and avoid future crises. (shrink)

We reflect on the nature of corporate codes of conduct is this article. Based on John Austin’s speech act theory, four characteristics of a performative concept of corporate codes will be introduced: 1) the existential self-performative of the firm identity, 2) which is demanded by and responsive to their stakeholders; 3) Because corporate codes are structurally threatened by the possibility of failure, 4) embracing the code not only consists in actual corporate responsible behaviour in light of the code, but in (...) the incessant recapturing of the code in the struggle of firms against the possible incongruence between their ethical principles and their actual responsible behaviour. A performative concept of corporate codes helps to bridge classical dichotomies like individualist versus collectivist approaches of moral agency and restrictive versus empowering ethics, and opens a new perspective on the interaction between individual ethical behaviour and the corporate institutionalisation of codes. (shrink)

This paper seeks to determine the extent of anti-corruption information disclosure in the sustainability reports originating from Gulf countries. Focus primarily on the fight against corruption, this study utilizes a deeply-rooted content analysis technique of corporate sustainability reporting, covering 66 Gulf Cooperation Council (GCC) firms during 2014. Strengthened by the application of institutional theory, insight into the results points to a state of limited maturity regarding the disclosure of anti-corruption procedures in the region. More specifically, the results highlight the compliance (...) in the reporting of conduct code, while reporting information on whistle-blowing was significantly less in comparison. Firms in Qatar and UAE ultimately release better informed reports; inclusive of detailed information on internal anti-corruption practices. (shrink)

BACKGROUND: In today’s world of increased awareness regarding the concepts of corporate social responsibility (CSR) and corporate governance (CG), many firms in the developed countries consider noncompliance with CSR and CG standards as an important source of risk to their reputations with stakeholders. OBJECTIVE: The aim of this study is to investigate the relationship between the corporate social responsibility disclosure (CSRD) index and corporate factors, namely, board size, board independence, board meetings, CEO duality, a firm’s size, leverage, profitability and age. (...) This is the first known study in the case of Saudi Arabia to use the GRI 4th edition indicators to construct the CSRD index and evaluate Saudi listed firms. Results: The results show that profitability and size factor have positive and significant association with CSR disclosure in listed Saudi firms. While CG characteristics have no impact on CSR disclosure except board independence which has a negative impact. Conclusion: The average of CSRD index among Saudi firms is too low, it is about 11% that means Saudi firms disclose 11% of the information that they have to provide for stockholders according to GRI guidelines. Furthermore, the study concludes that the most polluted sectors “Ener. (shrink)

Given the myriad ways in which managerialism in higher education, and especially research undertaken there, is undesirable, is there a moral theory that plausibly explains why they all are and prescribes some realistic alternatives? In this contribution, I answer ‘yes’ to this overarching question. Specifically, I argue that the various respects in which managerialism is unjustified, particularly with regard to knowledge production, are well captured by an ethical philosophy grounded on salient ideas about communal relationship associated with the southern African (...) ethic of ubuntu. Furthermore, I bring out how my moral-theoretic interpretation of ubuntu provides concrete guidance about how university research, amongst other things, ought instead to be conducted. I conclude that in light of the promise of the sub-Saharan ethic, in future work it merits being weighed up against more characteristically Western criticisms of managerialism. (shrink)

An analysis of the nature of good governance as it figures into the Royal Government of Bhutan's policy of Gross National Happiness.

The extant literature on comparative Corporate Social Responsibility often assumes functioning and enabling institutional arrangements, such as strong government, market and civil society, as a necessary condition for responsible business practices. Setting aside this dominant assumption and drawing insights from a case study of Fidelity Bank, Nigeria, we explore why and how firms still pursue and enact responsible business practices in what could be described as challenging and non-enabling institutional contexts for CSR. Our findings suggest that responsible business practices in (...) such contexts are often anchored on some CSR adaptive mechanisms. These mechanisms uniquely complement themselves and inform CSR strategies. The CSR adaptive mechanisms and strategies, in combination and in complementarity, then act as an institutional buffer, which enables firms to successfully engage in responsible practices irrespective of their weak institutional settings. We leverage this understanding to contribute to CSR in developing economies, often characterised by challenging and non-enabling institutional contexts. The research, policy and practice implications are also discussed. (shrink)

Securities lending has been a lucrative business for mutual funds and exchange-traded funds over the past decade. Unfortunately for investors, the sponsors of these funds have not been very transparent with the details of their securities lending programs, and consequently most investors in these funds are unaware of their exposure to the risks inherent in securities lending. Interestingly, most funds do not return the full profits from securities lending activities to their investors. In this paper, we examine and discuss the (...) ethical considerations related to the securities lending activities of mutual funds and ETFs and offer a series of best practices that we believe will provide better transparency of these activities to fund investors. (shrink)

Chinese listed companies have a two-tier governance structure that comprises a supervisory board/committee and the board of directors. However, as there is no hierarchical relationship between them, the two boards are independent. This is different from the governance mechanism in Continental Europe in which the SB appoints the directors of the management board; in this sense, the Chinese two-tier governance structure is unique. We investigate the impact of governance characteristics and ownership structure on gender diversity of both the BoD and (...) the SB for a sample of 892 Chinese Initial Public Offerings floated in both the Shanghai and Shenzhen Stock Exchanges. We find that the average proportion of female directors and female SB members on the BoD and the SB are 10 and 22 %, respectively. Using both static and dynamic panel data methods, we find that there is no significant impact of board structure on gender diversity in China. However, we find a positive and significant relationship between SB size and gender diversity. We also find that the higher the state ownership, the lower the female representation on both boards. Finally, our findings show that there is a bi-directional relationship between financial performance and the proportion of female directors sitting on the BoD. (shrink)

This paper examines the relationship between performance persistence and corporate governance. We document systematic differences in performance persistence across listed companies in China during 2001–2011, and empirically demonstrate that firms with better corporate governance show higher performance persistence. The results are robust over both the short and long terms. We also find that performance persistence is an important factor in refinancing, and it can lower companies’ costs of borrowing. Overall, our findings offer important implications for business ethics, as we demonstrate (...) how corporate governance can lower companies’ costs of debt. (shrink)

We provide a comprehensive analysis of differences between socially responsible investment and conventional funds in terms of manager characteristics, performance and fund styles. We use holdings-based analysis to evaluate fund performance and style, which allows us to perform a more in-depth analysis than the extant literature. We find that SRI managers have longer tenure and are more likely to be a female. However, these differences do not result in any significant difference in the performance of SRI and conventional funds. Further, (...) it is possible to find an SRI fund of any style, although these funds are under-represented in value styles. (shrink)

Corporate Social Responsibility (CSR) has been traditionally framed within business ethics as a discourse attempting to identify certain moral responsibilities of corporations (as well as get these corporations to fulfill their responsibilities). This theory has often been normatively grounded in the idea that a corporation is (or ought to be treated as) a moral agent. I argue that it is a mistake to think of (or treat) corporations as moral agents, and that CSR’s impotency is a direct result of this (...) mistake. I then outline a distinction between business ethics and business politics, arguing that CSR might be better framed as a political goal – one which might be able to take better advantage of the resources of corporate governance and a renewed (albeit shifted) focus on agency theory. (shrink)

Aimee Barbeau advances a thoughtful critique of my article, “The Connection Between Stakeholder Theory and Stakeholder Democracy: An Excavation and Defense.” Although Barbeau does much to push forward the debate about corporate governance, she does it without undermining my thesis. For what Barbeau has shown is not that stakeholder theorists should not endorse stakeholder boards of directors, but that they should also endorse other ways for stakeholders to participate in decision-making processes within firms.

Corporate social responsibility research has focused often on the business returns of corporate social initiatives but less on their possible social returns. We study an actual company–consumer partnership CSR initiative promoting ecologically correct and conscious consumption of bottled mineral water. We conduct a survey on adult consumers to test the hypotheses that consumer skepticism toward the company–consumer partnership CSR initiative and the moral emotion of elevation mediate the relationship between company CSR motives perceived by consumers and consumer behavioral responses following (...) this CSR initiative. Favorable consumer behavioral responses, in turn, relate positively to consumer support of other green products. The results provide scholars and managers with means of improving their understanding and handling of company–consumer partnership CSR initiatives. (shrink)

The main aim of this study is to undertake a critical examination of the ethical and developmental performance of an Islamic bank as communicated in its annual reports over a period of 28 years. Islami Bank Bangladesh Limited’s ethical performance and disclosures are further analyzed through interviews conducted with the bank’s senior management. The key findings include an overall increase in ethical disclosures during the study period. However, the focus on various stakeholders’ needs has varied over time reflecting the evolving (...) nature of the Islamic finance industry over the last three decades. Based on a secular economy, IBBL focused in the first two decades on the “Particular” Shariah compliance disclosure as a way of establishing its reputation and differentiating itself from conventional banks in a dual banking system. Post 2005, the ethical performance and disclosure shifted to more “Universal” disclosures such as sustainability, charity, employees, and community related disclosures signaling responsible conduct and the bank’s adoption of a “wider stakeholder approach.” However the bank is still failing to provide full disclosure on certain significant categories such as sources and uses of disposable income, thereby contradicting the principles of full and comprehensive disclosure and accountability. In addition, the structure of IBBL’s investment portfolio reveals an overreliance on debt-based financial instruments and a shortcoming in fulfilling the developmental and social objectives of Islamic finance. This is evidenced by the “qualified” Shariah Supervisory Board reports that the bank consistently received. This research provides further evidence that Islamic banking and Finance in its current practices reflect the “global” and the “local” influences in an era dominated by global conventional finance. (shrink)

A shortened and mildly revised reprint of a chapter initially composed as part of International Expert Working Group's report on Bhutan's project of Gross National Happiness, but published in full in Happiness: Transforming the Development Landscape (2017).

This paper takes up recent challenges to consequentialist forms of ethically evaluating risks and explores how a non-consequentialist form of deliberation, Kantian ethics, can address questions about risk. I examine two cases concerning ethically- questionable financial risks: investing in abstruse financial instruments and investing while relying on a bailout. After challenging consequentialist evaluations of these cases, I use Kant’s distinction between morals and prudence to evaluate when the investments are immoral and when they are merely imprudent. I argue that the (...) investment practices are imprudent when they do not take adequate precautions to secure the firm’s long- term flourishing. They are immoral in a Kantian sense when they risk the destruction of the financial system upon which the firms depend. The upshot of my analysis is that moral actions require more risk aversion than prudent actions and prudent actions require more risk aversion than expected-value-maximizing actions. (shrink)

Treating groups as agents is not at all difficult; teenagers and social scientists do it all the time with great success. Reading Group Agency, though, makes it look like rocket science. According to List and Pettit, groups can be real, and such real groups can cause, as well as bear ethical responsibility for, events. Apparently, not just any collective qualifies as an agent, so a lot turns on how the attitudes and actions of individual members are aggregated. Although I am (...) unsure who will read this book, I can envisage four relatively distinct population segments: philosophers, decision theorists, activists, and social scientists. Philosophers who take questions of ontology seriously will likely find this book evasive. Decision theorists who enjoy axiomatic model building for its own sake will find much to keep them occupied. Activists who have taken it upon themselves to “raise group consciousness” (193) will probably skip ahead to the third part and feel emboldened by the thought that the model builders are busy with the first two. However, since the normative questions (about responsibility and so on) are answerable to prior metaphysical questions for which Group Agency supplies vacillating answers at best, a transition to advocacy would seem hasty. As for social scientists, either they will glance at the book’s dust jacket and (wrongly) assume that philosophers have now “proven” the existence of the groups they study, or they will engage with List and Pettit’s model only to discover that, unless they happen to specialize in commercial corporations, the model’s many stipulations impede rather than facilitate/elucidate their usual group intentional ascriptions. (shrink)

The objective of this study is to Analyze the Financial Position and Performance of the Axis and Kotak Mahindra Bank in India based on their financial characteristics. We have chosen the CAMEL model and t-test which measures the performance of bank from each of the important parameter like capital adequacy, asset quality, management efficiency, earning quality, liquidity and Sensitivity. The present study is conducted analyze the consistency of the profitability of the Axis and Kotak Mahindra bank’s. It is analyses that (...) the ratio of credit deposit is maximum of Kotak Mahindra Bank Ltd and it shows efficient management of the bank. The ratio of earning per share is maximum for Axis Bank Ltd i.e. 50.28 and the ratio of return on Assets is minimum for Axis Bank Ltd. The CAMELS’ analysis and t-test concludes that there is no significance difference between the Axis and Kotak Mahindra bank’s financial performance but the Kotak Mahindra bank performance is slightly less compared with Axis Bank. (shrink)

In early writings, stakeholder theorists supported giving all stakeholders formal, binding control over the corporation, in particular, over its board of directors. In recent writings, however, they claim that stakeholder theory does not require changing the current structure of corporate governance and further claim to be “agnostic” about the value of doing so. This article’s purpose is to highlight this shift and to argue that it is a mistake. It argues that, for instrumental reasons, stakeholder theorists should support giving all (...) stakeholders control over the corporation, in the form of control over its board. That is, stakeholder theorists should support stakeholder democracy over the status quo. A larger goal of this article is to steer the conversation about stakeholder theory toward questions of governance and control. Stakeholder theorists tend to sidestep these questions, but it is vital that they be addressed. (shrink)

This paper argues that attempts to apply Alasdair MacIntyre’s positive moral theory to business ethics are problematic, due to the cognitive closure of MacIntyre’s concept of a practice. I begin by outlining the notion of a practice, before turning to Moore’s attempt to provide a MacIntyrean account of corporate governance. I argue that Moore’s attempt is mismatched with MacIntyre’s account of moral education. Because the notion of practices resists general application I go on to argue that a negative application, which (...) focuses on regulation, is more plausible. Large-scale regulation, usually thought antithetical to MacIntyre’s advocacy of small-scale politics, has the potential to facilitate practice-based work and reveals that MacIntyre’s own work can be used against his pessimism about the modern order. Furthermore, the conception of regulation I defend can show us how management is more amenable to ethical understanding than MacIntyre’s work is often taken to imply. (shrink)

This empirical study examines corporate responses to activist shareholder groups filing social-policy shareholder resolutions. Using resource dependency theory as our conceptual framing, we identify some of the drivers of corporate responses to shareholder activists. This study departs from previous studies by including a fourth possible corporate response, engaging in dialogue. Dialogue, an alternative to shareholder resolutions filed by activists, is a process in which corporations and activist shareholder groups mutually agree to engage in ongoing negotiations to deal with social issues. (...) Based on a unique dataset of resolutions filed by member organizations of the Interfaith Center on Corporate Responsibility from 2002 to 2005 and the outcomes of these resolutions, our analysis finds that corporate managers are more likely to engage in dialogue with shareholder activists when the firm is larger, is more responsive to stakeholders, the CEO is the board chair, and the firm has a relatively lower percentage of institutional investors. (shrink)

A critical issue for the future growth of socially responsible investment (SRI) is to what extent institutional investors such as pension funds can be persuaded to engage in it. This paper considers attempts at justifying such engagement stemming from a range of (re-)interpretations of the fiduciary duties owed by pension funds to their beneficiaries, and thereby develops a hypothesis concerning the most effective political or legal remedy. Previous commentary suggests that fiduciary duty either already mandates SRI for pension funds, or (...) at least can be made to do so rather easily. In contrast with this, however, this paper finds that none of the considered interpretations is able to justify engagement on social and environmental issues across the board. Indeed, the problem to some extent seems rooted in the very concept of fiduciary duty. The paper is relevant to current attempts at justifying SRI through reinterpretations of fiduciary duty, provided mainly by legal scholars and practitioners. By addressing the more philosophical issue of how far the concept of fiduciary duty can be “stretched” to accommodate SRI (a project of conceptual rather than legal clarification), it provides an evaluation of the contemporary debate which is independent of squabbles about existing law. The paper shows that there are conceptual limits to attempts at redefining fiduciary duty. But this does not mean that pension funds' engagement in SRI is unjustified or unjustifiable more generally. A more promising way to legally mandate SRI may be through what is dubbed independent social and environmental obligations. (shrink)

In this article, we examine the empirical association between corporate governance (CG) and corporate social responsibility (CSR) engagement by investigating their causal effects. Employing a large and extensive US sample, we first find that while the lag of CSR does not affect CG variables, the lag of CG variables positively affects firms’ CSR engagement, after controlling for various firm characteristics. In addition, to examine the relative importance of stakeholder theory and agency theory regarding the associations among CSR, CG, and corporate (...) financial performance (CFP), we also examine the relation between CSR and CFP. After correcting for endogeneity bias, our results show that CSR engagement positively influences CFP, supporting the conflict-resolution hypothesis based on stakeholder theory, but not the CSR overinvestment argument based on agency theory. Furthermore, firms’ CSR engagement with the community, environment, diversity, and employees plays a significantly positive role in enhancing CFP. (shrink)

We examine the key elements of board diversity (or heterogeneity) amongst listed companies operating in an emerging economy (Mauritius) and the extent to which these influence financial performance. Specifically, we ask whether there is evidence of tangible benefits in pursuing a strategy of board diversity in terms of gender-, age-, educational background and independence in a corporate context which has long been dominated by family-led and ‘closed’ boardrooms. In light of recent corporate governance developments which appear to foster greater diversity, (...) we examine data from the 2007 annual reports of all 42 companies listed on the Stock Exchange of Mauritius. We find that (i) women remain poorly represented on boards (ii) there is a relatively satisfactory level of heterogeneity in terms of educational background, age and independence in relation to developed countries. We also find significant regression coefficients for all four variables in terms of their impact on short-term performance. However, these relationships are characterised by both negative and positive impacts thereby leading to discussions on the validity of a strict heterogeneous or homogeneous board composition in the context of a developing economy. (shrink)

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allow us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board (...) of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

Must CEOs Be Saints? Contra Moriarty on CEO Abstemiousness by Robert KolbIn this journal, Jeffrey Moriarty argued that CEOs must refuse to accept compensation above the minimum compensation that will induce them to accept and per­form their jobs. Acting otherwise, he maintains, violates the CEO’s fiduciary duty, even for a CEO new to the firm. I argue that Moriarty’s conclusion rests on a failure to adequately distinguish when a person acts as a fiduciary from when she acts on her own (...) account as a person. Further, Moriarty’s argument assumes that the CEO knows this minimum level of compensation. However, we learn the suitability of compensation only through the market process of wage negotiation, not through some process of introspection. I conclude that a CEO who abstains from interfering with the board of directors and its compensation com­mittee is morally free to negotiate for the highest wage available. (shrink)

While much has been written on specificity (e.g., in texts on new institutional economics, agency theory, and team production theory), there are still some insights to be learnt by business ethicists. This article approaches the issue from the perspective of team production, and will propose a new form of corporate governance: enlightened corporate governance, which takes into consideration the specific investments of employees. The article argues that, in addition to shareholders, employees also bear a residual risk which arises due to (...) their specific investments. This residual risk presents a valid and legitimate basis for residual claims. In this way, employees can be seen as residual claimants due to the fact that their income depends upon a hazardous quasi rent. Therefore, this article will call on the fiduciary duty of board members to protect those employees who are exposed to such residual risks and may thus be vulnerable as a result. This leads to a fundamental change of perspective on the “theory of the firm” – a change which will adopt the theories of new institutional economics, agency theory, and team production theory in order to promote business ethics research. Against this background, enlightened corporate governance aims to follow the criterion of specific investments as a legitimate basis for residual claims. Furthermore, it seeks to understand the consequences for board members, and to promote the sharing of control and ownership. The article will close with some discussion of the implications and future prospects for business ethics. (shrink)

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders' interests? To examine these issues, we first (...) discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e. g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become "part of the problem," and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values. (shrink)

For much of the last 50 years, a key platform animating public sector reform in Canada and elsewhere has been that efficiency and effectiveness can be achieved by adapting private sector financial management methods and practices. We argue that the recent re-establishment of the Office of the Comptroller General (OCG) of Canada represents a key element of a program of strengthening financial accountability that has emerged within the Canadian Federal Government. Although this program is longstanding and is associated Canada’s implementation (...) of new public management initiatives, it has recently drawn particular sustenance from the sponsorship scandal in Canada. We demonstrate that the reincarnated OCG, re-established amid a rhetoric of “modernization” and of “strengthening” accountability, has a wide-ranging mandate to enhance financial and audit controls, create financial standards, nurture professional development, and oversee government spending. We explore some of the consequences of this development and of the broader financial accountability mechanisms introduced in response to the Sponsorship scandal within the Canadian public sector. (shrink)

Suppose a person lives in a sub-Saharan country that has won its independence from colonial powers in the last 50 years or so. Suppose also that that person has become a high-ranking government official who makes decisions on how to allocate goods, such as civil service jobs and contracts with private firms. Should such a person refrain from considering any particulars about potential recipients or might it be appropriate to consider, for example, family membership, party affiliation, race or revolutionary stature (...) as reasons to benefit certain individuals at some cost to the general public? Which of these factors should be considered unjust, or even corrupt, as a basis on which to allocate state goods and which should not? This chapter outlines an attractive moral theory with African content that forbids both impartialism and a strong form of partialism that would permit government officials to favour members of their families or political parties. Between these two extremes, a moderate partialism is prescribed. This permits government agents to occasionally favour veterans and victims of state injustices at some cost to the general public. This chapter seeks to provide a new, unified explanation of why sub-Saharan values permit some forms of partiality, such as the preferential hiring of those who struggled against colonialism, but prohibit other nepotistic forms of partiality. (shrink)

Companies are beginning to recognise the concept of Corporate Social Responsibility as presenting a new business model and an opportunity for building innovative forms of competitive advantage. Boards are instrumental in shaping and overseeing such strategies and active engagement around what it means to be a responsible and responsive enterprise can strengthen the Board's potential as a strategic influence on long-term value creation. Yet many companies align with Friedman's contention that adopting and practising CSR is a distraction from their core (...) obligation, which is to act in their shareholders' best interests. Based on directors' perceptions, the paper examines responses by Boards to socially related aspects of their governance role and reports on their external orientation and receptiveness toward wider social obligations. The findings suggest that these Boards hold a narrow view of their fiduciary duty, which is closer to the shareholder model than the stakeholder approach to corporate governance. (shrink)