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Governance - Specifies the structure through which

- process whereby elements in society rights and responsibilities are distributed


wield power, authority, and influence and among participants in the corporation;
enact policies and decisions concerning that spells out the rules and procedures
public life and social upliftment for making decisions in corporate affairs
- process of decision-making and the
process by which decisions are Purpose of corporate governance
implemented through the exercise of 1. Enhance shareholder value
power or authority be leaders of the 2. Protect the interest of other
country and/or organizations stakeholders
3. Provide oversight as to what the board
Characteristics of good governance does and how it sets the values of the
Participation corporate entity
- Key to good governance
- Needs to be informed and organized Objectives of Corporate Governance
- Active and equal participation of civil 1. FAIR AND EQUITABLE TREATMENT
society OF SHAREHOLDERS
- Quality and effectiveness of a policy 2. SELF-ASSESSMENT
depends on the involvement of all - Corporate governance enables
stakeholders in decision-making firms to assess their behavior
- 4 levels (informing, counseling, and actions before they are
inclusion, partnership) scrutinized by regulatory
agencies
Rule of law 3. INCREASE SHAREHOLDERS VALUE
- fair legal frameworks that are enforced - Good corporate governance has
impartially been linked to higher valuation
- good laws, institutions and processes of shares by businessmen
- governments give business and society 4. TRANSPARENCY AND FULL
the stability of knowing that all rights are DISCLOSURE
respected and protected
- Strong rule of law (1) Clearly written and
easily accessible laws (certainty and
enforceability); (2) Independent and
impartial judiciary (fairness, transparent,
timely and predictable resolution of
disputes); (3) Effective and efficient
public institutions (empower business
and individuals to make a positive
contribution)

Transparency
- decisions that are taken and their
enforcement are done in a manner that
follows rules and regulations
- information is freely available and
accessible
- 2 types (proactive and reactive)

Responsiveness
- Institutions and processes try to serve
the needs of all stakeholders within
reasonable time frame

Consensus-oriented
- There has to be a mediation of the
different interests in society to reach a
broad consensus on what is in the best
interest of the whole community and
how this can be achieved

Overview of Corporate Governance


- systems of rules, practices and
processes by which business
corporations are directed and controlled
Revised code of corporate governance Internal control system
- the framework under which internal
June 18, 2009, approved the promulgation of controls are developed and
this Revised Code of Corporate Governance implemented
(the “Code”) which shall apply to registered
corporations and to branches or subsidiaries of Internal audit
foreign corporations operating in the Philippines - an independent and objective assurance
that activity designed to add value to and
a. sell equity and/or debt securities to the improve the corporation’s operations
public that are required to be registered
with the Commission, Internal audit department
b. have assets in excess of Fifty Million - provide independent and objective
Pesos and at least two hundred (200) assurance services
stockholders who own at least one
hundred (100) shares each of equity Internal Auditor
securities - the highest position in the corporation
c. whose equity securities are listed on an responsible for internal audit activities. If
Exchange; internal audit activities are performed by
d. Are grantees of secondary licenses from outside service providers, he is the
the Commission. person responsible for overseeing the
service
Definition of Terms
Rules of Interpretation
Corporate Governance a. All references to the masculine gender
- framework of rules, systems and in the salient provisions of this Code
processes in the corporation that shall likewise cover the feminine gender
governs the performance by the Board
of Directors and Management Article 3: Board Governance
- The Board of Directors (the “Board”) is
Board of Directors primarily responsible for the governance
- the governing body elected by the of the corporation
stockholders that exercises the
corporate powers of a corporation Composition of the Board
- The Board shall be composed of at least
Exchange five (5), but not more than fifteen (15),
- an organized market place or facility members who are elected by the
stockholders.
Management - All companies covered by this Code
- the body given the authority by the shall have at least two (2) independent
Board of Directors to implement the directors or such number of independent
policies directors that constitutes 20% of the
members of the Board, whichever is
Independent director lesser, but in no case less than two (2)
- a person who, apart from his fees and - The membership of the Board may be a
shareholdings, is independent of combination of executive and
management and free from any non-executive directors
business or other relationship

Executive director
- a director who is also the head of a Multiple Board Seats
department or unit of the corporation - the capacity of the directors to diligently
and efficiently perform their duties and
Non-executive director responsibilities to the boards they serve
- a director who is not the head of a should not be compromised
department or
The Chair and Chief Executive Officer
Non-audit work - the roles of Chair and CEO should, be
- the other services offered by an external separate
auditor to a corporation) - A clear delineation of functions should
Internal control be made between the Chair and CEO
- the system established by the Board of upon their election
Directors and Management for the
accomplishment of the corporation’s *The duties and responsibilities of the Chair in
objectives relation to the Board may include, among others,
the following:
- Ensure that the meetings of the Board or its subsidiaries and affiliates exceeds
are held in accordance with the by-laws two percent of its subscribed capital
or as the Chair may deem necessary; stock
- Supervise the preparation of the agenda - If any of the judgments or orders cited in
of the meeting the grounds for permanent
- Maintain qualitative and timely lines of disqualification has not yet become final
communication and information
between the Board and Management Responsibilities, Duties and Functions of the
Board
Qualifications of Directors
- College education or equivalent 1. General Responsibility
academic degree; - The Board should formulate the
- Practical understanding of the business corporation’s vision, mission, strategic
of the corporation; objectives, policies and procedures
- Membership in good standing in
relevant industry, business or 2. Duties and Functions
professional organizations; and - Provide sound strategic policies and
- Previous business experience guidelines to the corporation on major
capital expenditures
Disqualification of Directors - Periodically evaluate and monitor the
implementation of such policies and
Permanent Disqualification strategies
- any person convicted by final judgment - Adopt a system of check and balance
or order by a competent judicial or within the Board
administrative body of any crime that (a) - Identify key risk areas and performance
involves the purchase or sale of indicators
securities; (b) arises out of the person’s
conduct as an underwriter, broker, - Meet at such times or frequency as may
dealer, investment adviser, principal, be needed. The minutes of such
distributor, mutual fund dealer, futures meetings should be duly recorded.
commission merchant, commodity - Appoint a Compliance Officer who shall
trading advisor, or floor broker or (c) have the rank of at least vice president.
arises out of his fiduciary relationship In the absence of such appointment, the
- Any person who, after hearing, is Corporate Secretary, preferably a
permanently enjoined by a final lawyer, shall act as Compliance Officer
judgment or order jurisdiction; if such
person is currently the subject of an G) Specific Duties and Responsibilities of a
order Director
- Any person earlier elected as - A director’s office is one of trust and
independent director who becomes an confidence
officer, employee or consultant of the
same corporation
- Any person judicially declared as
insolvent
- Conviction by final judgment of an
offense punishable by imprisonment for
more than six (6) years, or a violation of
the Corporation Code committed within
five (5) years prior to the date of his
election or appointment

Temporary disqualification
- Refusal to comply with the disclosure
requirements of the Securities
Regulation Code and its Implementing
Rules and Regulations
- Absence in more than fifty (50) percent
of all regular and special meetings of the
Board during his incumbency, or any
twelve (12) month period
- Dismissal or termination for cause as
director of any corporation covered by
this Code
- If the beneficial equity ownership of an
independent director in the corporation
Principle 1: Board role and responsibilities Corporate culture
- The board should act on an informed - Rules and regulations written and
basis and in the best long-term interests unwritten that determine what decisions
of the company employees consider right or wrong
- Evaluations are judgments by the
Principle 2: Leadership and independence organization and are defined as its
- Board leadership calls for clarity and ethics
balance in board and executive roles
Specific issues
Principle 3: Composition and appointment - Misuse of company resources, abusive
- There should be a sufficient mix of behavior, harassment, accounting fraud,
directors with relevant knowledge, conflicts of interest, defective products,
independence, competence, industry bribery, product knockoffs, and
experience and diversity of perspectives employee theft
- General ethics plays an important role in
Principle 4: Corporate culture the public sector
- The board should adopt high standards - In government, several politicians and
of business ethics, ensuring that its high-ranking officials have experienced
vision, mission and objectives are significant negative publicity, and some
sound and demonstrative of its values resigned in disgrace over ethical
indiscretions
Principle 5: Risk oversight
- The board should proactively oversee, Reasons for studying business ethics
review and approve the approach to risk - Organizations are culturally diverse and
management regularly personal morals must be respected,
- Making decisions about product quality,
Principle 6: Remuneration advertising, pricing, sales techniques,
- Remuneration should be designed to hiring practices, and pollution control.
effectively align the interests of the CEO - Family, religion, and school may not
and executive officers provide specific guidelines for these
complex business decisions.
Principle 7: Reporting and audit
- Boards should oversee timely and high Managerial responsibility and ethical leadership
quality company disclosures for for the conduct of others requires knowledge of
investors and other stakeholders ethics and compliance processes and systems.

Principle 8: Shareholder rights Ethical decision-making process and about ways


- Rights of all shareholders should be to promote ethical behavior within your
equal and must be protected organization.

Business ethics defined and why study Understand how to cope with conflicts between
business ethics your own personal values and those of the
organization in which you work.
MORALS
- person’s personal philosophies about The development of business ethics
what is right or wrong Before 1960
- when one speaks of morals, it is 1920: Living Wage- income sufficient for
personal or singular education, recreation, health,and retirement.
1930: New Deal- blamed business for
PRINCIPLES the country’s economic woes.
- specific and pervasive boundaries for 1950: President Harry S. Truman’s Fair
behavior that should not be violated Deal- a program that defined such matters as
civil rights and environmental responsibility as
VALUES ethical issues that businesses had to address.
- enduring beliefs and ideals that are 1937: First book on business ethics-
socially enforced. written by Frank Chapman Sharp and Philip G.
- Several desirable or ethical values for Fox. The authors separated their book into four
business are teamwork, trust, sections: fair service, fair treatment of
and integrity competitors, fair price, and moral progress in the
business world.
ETHICS
- Behavior or decisions made within a
group’s values
The 1960s, THE RISE OF SOCIAL ISSUES IN 4. Companies need to perform extensive
BUSINESS internal audits and develop effective
1960: development of an anti-business internal reporting and voluntary
trend military–industrial complex and disclosure plans.
consumerism 5. Insists that member companies
1962: Consumers’ Bill of Rights, preserve the integrity of the defense
President John F. Kennedy delivered a “Special industry.
Message on Protecting the Consumer Interest” 6. Member companies must adopt a
that outlined four basic consumer rights: the philosophy of public accountability
right to safety, the right to be informed, the right
to choose, and the right to be heard
1965: modern consumer movement The 1990s—Institutionalization of Business
began with the publication of Ralph Nader’s Ethics
Unsafe at Any Speed President Lyndon B. - President Bill Clinton- continued in
Johnson and the “Great Society- a series of supporting self-regulation and free
programs that extended national capitalism and trade.
told the business community the U.S. - November 1991- approved by Federal
government’s responsibility was to provide all Sentencing Guidelines for Organizations
citizens with some degree of economic stability, (FSGO)- The guidelines, which were
equality, and social justice. based on the six principles of the DII,27
broke new ground by codifying into law
incentives to reward organizations for
The 1970s, Business Ethics as an Emerging taking action to prevent misconduct,
Field such as developing effective internal
- Business ethics began to develop as a legal and ethical compliance programs.
field of study Provisions in the guidelines mitigate
- Corporate social responsibility- an penalties for businesses striving to root
organization’s obligation to maximize its out misconduct and establish high
positive impact on stakeholders and ethical and legal standards.
minimize its negative impact. - carrot-and-stick approach- by taking
- Nixon administration’s Watergate preventive action against misconduct, a
scandal- focused public interest on the company may avoid onerous penalties
importance of ethics in government. should a violation occur
- President Jimmy Carter- Foreign
Corrupt Practices Act was passed the Twenty-First Century of Business Ethics
during his administration, making it - Accounting scandals, especially
illegal for U.S. businesses to bribe falsifying financial reports, became part
government officials of other countries. of the culture of many companies.
- Sarbanes–Oxley Act- in 2002. law made
securities fraud a criminal offense and
The 1980s, consolidation stiffened penalties for corporate fraud. It
- Business academics and practitioners also created an accounting oversight
acknowledged business ethics as a field board that requires corporations to
of study. establish codes of ethics for financial
- R. Edward Freeman – one of the first reporting and to develop greater
scholars to pioneer the concept of transparency in financial reports to
stakeholders as a foundational theory investors and other interested parties.
for business ethics decisions. - 2009- President Obama led the passage
*stakeholders - any group or individual who can of legislation to provide a stimulus for
affect or is affected by the achievement of the recovery. His legislation to improve
organization’s objectives health care and provide more protection
for consumers focused on social
Defense Industry Initiative on Business Ethics concerns.
and Conduct (DII) - Dodd–Frank Wall Street Reform and
Consumer Protection Act- This complex
1. DII supports codes of conduct and their law required regulators to create
widespread distribution. hundreds of rules to promote financial
2. Member companies are expected to stability, improve accountability and
provide ethics training for their transparency, and protect consumers
employees as well as continuous from abusive financial practices.
support between training periods.
3. Defense contractors must create an
open atmosphere in which employees
feel comfortable reporting violations
without fear of retribution.
Developing an organizational and global
ethical culture and the benefits of business Foundational Values for Identifying Ethical
ethics Issues
1. Honesty
Ethical culture - refers to truthfulness and
- Component of corporate culture that trustworthiness
captures the values and norms an - to tell the truth to the best of
organization defines and is compared to your knowledge without hiding
by its industry as appropriate conduct anything
- Confucius defined an honest
Benefits (profit) person as junzi, or one who has
- Employee commitment and trust the virtue ren.
- Investor loyalty and trust - Ren – can be loosely defined as
- Customer satisfaction and trust one who has humanity
- Yi – another honesty component
Ethics contributes to employee commitment and is related to what we should
- Employees’ perceptions that their firm do according to our
has an ethical culture lead to relationships with other
performance enhancing outcomes within - Li – relates to honesty but refers
the organization to the virtue of good manners or
- strong ethical values and positive respect
business practices has been found to - Zhi – represents whether a
increase group creativity and job person knows what to say and
satisfaction and decrease turnover what to do as it relates to
honesty
Ethics contributes to investor loyalty - Issues related to honesty also
- shareholder loyalty and contributes to arise because business is
success that supports even broader sometimes regarded as a game
social causes and concerns governed by its own rules rather
- Investors also recognize that an ethical than those of society as a
culture provides a foundation for whole.
efficiency, productivity, and profits Several books have also compared business to
warfare.
Ethics contributes to customer satisfaction - The Guerrilla Marketing Handbook and
- The perceived ethicality of a firm is Sun Tsu: The Art of War for Managers
positively related to brand trust, - The common theme is that surprise
emotional identification, and brand attacks, guerrilla warfare, and other
loyalty warlike tactics are necessary to win the
- Focuses on the core value of placing battle for consumer dollars.
customers’ interest first - Business-as-war mentality can help a
company remain competitive, but it
Emerging business ethics could also foster the idea that honesty is
Recognizing an ethical issue and unnecessary in business.
foundational values for identifying ethical
issues Dishonesty
- first step toward understanding business - opposite of honesty
ethics is to develop ETHICAL ISSUE - lack or absence of integrity, incomplete
AWARENESS disclosure, and an unwillingness to tell
- Failure to acknowledge or be aware of the truth
ethical issues is a great danger in any - lying, cheating, and stealing are actions
organization usually associated with dishonest
- Business decisions, like personal conduct
decisions, may involve a dilemma. Lying can be defined as:
- In a dilemma, all of the alternatives have ● untruthful statements that result in
negative consequences, so a less damage or harm
harmful choice is made ● “white lies” – do not cause damage but
- Any type of manipulation or deceit – or function as excuses or means to benefit
even just the absence of transparency in others
decision making – can create harm to ● statements obviously meant to engage
others. or entertain without malice
- Collusion – a secret agreement between
two or more parties for a fraudulent, 2. Integrity
illegal, or deceitful purpose. - refers to being whole, sound,
- violates the general business value of and in an unimpaired condition
honesty
- relates to product quality, open ACTIONS ASSOCIATED WITH BULLIES
communication, transparency, 1. spreading rumors to damage others
and relationships 2. Blocking others’ communication in the
- a foundational value for workplace
managers to build an ethical 3. Flaunting status or authority to take
internal organizational culture advantage of others
- in an organization, it means 4. Discrediting others’ ideas and opinions
uncompromising adherence to a 5. Use of emails to demean others
set or group of values 6. Failing to communicate or return
communication
3. Fairness 7. Insults, yelling, and shouting
- refers to the quality of being just, 8. Using terminology to discriminate by
equitable, and impartial gender, race, or age
- there are three fundamental elements 9. Using eye or body language to hurt
that motivate people to be fair: others or their reputations
1. Equality - is about the 10. Taking credit for others’ work or ideas
distribution of business and
resources Steps to minimize workplace bullying:
2. Reciprocity - an interchange of 1. Create policies that place reprimand
giving and receiving in social letters and/or dismissal for such
relationships behavior.
3. Optimization - the trade-off 2. Emphasize mutual respect in the
between equity (equality) and employee handbook.
efficiency (maximum 3. Encourage employees who feel
productivity) bullied to report the conduct via hotlines
or other means.
Ethical issues and dilemmas in business
ETHICAL ISSUE LYING -distorting the truth
- a problem, situation, or opportunity that
requires an individual, group, or Commission lying - is creating a perception or
organization to choose among several belief by words that intentionally deceive the
actions that must be evaluated as right receiver of the message
or wrong, ethical or unethical
Omission lying - is intentionally not informing
ETHICAL DILEMMA others of any differences, problems, safety
- negative outcomes warnings, or negative issues relating to the
- not a right or ethical choice in a product or company that significantly affect
dilemma, only less unethical or illegal awareness, intention, or behavior
choices as perceived by any and all
stakeholders CONFLICT OF INTEREST -exists when an
individual must choose whether to advance his
MISUSE OF COMPANY TIME AND or her own interests, those of the organization,
RESOURCES or those of some other group
- can range from unauthorized equipment
usage to misuse of financial resources. Bribery
- the practice of offering something (often
TIME THEFT money) in order to gain an illicit
ABUSIVE OR INTIMIDATING BEHAVIOR advantage from someone in authority
- terms refer to many things—physical
threats, false accusations, being ETHICS OF BRIBERY
annoying, profanity, insults, yelling, - Active Bribery – the person who
harshness, ignoring someone, and promises or gives the bribe commits the
unreasonableness—and their meaning offense.
differs from person to person. - Passive Bribery – an offense committed
by the official who receives the bribe.
Wage Theft - employees are increasingly
claiming that companies are failing to pay them Facilitation Payments
overtime for working extra hours. ➢ U.S. Companies do not constitute bribery
payments.
Bullying - associated with a hostile workplace ➢ United Kingdom considers bribery as illegal.
where someone or group considered a target is
threatened, harassed, belittled, verbally abused
or overly criticized. Corporate intelligence
- the collection and analysis of
information on markets, technologies,
customers, and competitors, as well as HOSTILE WORK ENVIRONMENT
on socioeconomic and external political Three Criteria Must Be Met:
trends 1. The conduct was unwelcomed.
2. The conduct was severe, pervasive, and
Three distinct types of intelligence models: regarded by the claimant as so hostile
1. Passive monitoring system for early or offensive as to alter his or her
warning conditions of employment.
2. Tactical field support 3. The conduct was such that a reasonable
3. Support dedicated to top-management person would find it hostile or offensive
strategy
Key Ethical Issue on Sexual Harassment
Ways To Steal Corporate Trade Secrets Dual Relationship - personal, loving, and/or
- Hacking - Breaking into a computer sexual relationship with someone with whom
network to steal information. you share professional responsibilities
- Social Engineering - Tricking individuals
into revealing their passwords. To avoid sexual misconduct or harassment
- Dumpster Diving - Digging through trash charges, company should
to find trade secrets. 1. Establish a statement of policy
- Whacking - Using wireless hacking to 2. Establish a definition of sexual
break into a network. harassment
- Phone Eavesdropping - Using a digital 3. Establish specific procedures for
recording device to monitor and record a prevention
fax line 4. Establish, enforce, and encourage
5. Establish a reporting procedure.
Discrimination 6. Make sure the company has timely
- on the basis of race, color, religion, sex, reporting requirements to the proper
marital status, sexual orientation, public authorities
assistance status, disability, age,
national origin, or veteran status Fraud
- any purposeful communication that
Equal Employment Opportunity Commission deceives, manipulates, or conceal facts
(EEOC) in order to harm others
- Nearly 89,000 charges of discrimination
filed in 2 Accounting fraud
- involves a corporation’s financial
Age Discrimination in Employment Act reports, on which companies provide
- specifically, outlaws hiring practices of important information on which investors
employees and others base their decision
- if the documents contain inaccurate
Affirmative Action Programs information, intentional or not, lawsuit
- action that helps build workforces that and criminal penalties may result
reflect the customer base.
Ethical issues for accountant
To ensure affirmative action programs are fair, 1. Time
Supreme Courts provide standards such as: 2. Reduce fees
1. There must be a strong reason for 3. Client request to alter opinion
developing an affirmative action concerning financial condition
program. 4. Increase competition
2. Affirmative action programs must apply 5. Compliance with complex rules and
only to qualified candidates. regulation
3. Affirmative action programs must be 6. Data overload
limited and temporary 7. Contingent fees
8. Commissions
Sexual Harassment
- Any repeated and unwanted behavior of Marketing fraud
a sexual nature perpetrated upon one - The process of dishonesty creating,
individual by another disturbing, promoting and pricing
- may be verbal, visual, written, or products is another business area that
physical and can occur between people generates potential ethical issues.
of different genders or those of the same - false and deceptive advertising is a key
gender issue in marketing communication.
Category of misleading advertisement consumers from unsafe financial
PUFFERY - exaggerated advertising, blustering products.
and boasting - Large financial firms must retain at least
half of top executives’ bonuses for at
IMPLIED FALSITY - message that has a least three years. The goal is to tie
tendency to mislead, confuse or deceive the compensation to the outcomes of the
public. executives’ decisions over time

LITERALLY FALSE - Insider trading


Test Prove - advertisement that cites or Insider
tests that establish the claim. - any officer, director, or owner of 10
Bald Assertion - advertisements make a percent or more of a class of a
claim that cannot be substantiated. Like company’s securities.
commercials that state a certain product is - Anyone who has an access to
superior to others in the market. non-public material information
LABELING ISSUE - murkier Insider Trading
advertisement and direct sales communication - the dealings in the securities or stocks
that can mislead consumers by concealing the of the company by an Insider who has
facts within the message material “inside” information which is not
known to the general public
Consumer fraud
It occurs when the consumers attempt to Two types of insider trading
deceive business for their own gain.

ILLEGAL INSIDER TRADING LEGAL INSIDER TRADING


TYPES OF CONSUMER FRAUD
Friendly Fraud - making a big purchase
with a credit card and then filing a fraud claim The buying or selling of Involves legally buying and
with the credit card company. stocks by insiders who selling stock in an insider’s
Price Arbitrage - substituting different possess information that is own company. 
price but similar item for a higher return. not yet public.   Example:
Return Fund - replacing an item with Example: ● A CEO of a corporation
something different and returning it for a full ● suppose the CEO of a buys 1,000 shares of
refund publicly traded firm stock in the corporation.
Wardrobing- wearing an expensive item inadvertently discloses The trade is reported to
once for an event and then returning it for a full their company's the Securities and
refund. quarterly earnings while Exchange Commission
Returning Stolen Goods- receiving a full getting a haircut. If the within 2 days.
refund on goods that have been stolen hairdresser takes this ● An employee of a
information and trades corporation exercises
Financial misconduct on it, that is considered his stock options and
- The failure to understand and manage illegal insider trading, buys 500 shares of
ethical risks played a significant role in and the SEC may take stock in the company
the financial crisis. action. that he works for.
- Any material losses through criminal ● “Tipping” an outsider  
conduct, unauthorized, irregular,
fruitless and wasteful expenditure.
(PSC) Dirk test
- personal benefits test.
Situation of financial misconduct - standard used by the SEC to determine
- the top executives or CEOs are whether someone who receives and
ultimately responsible for the acts on insider information (a tippee) is
repercussions of their employees’ guilty of insider trading
decisions
- many leaders step down after a 2 criteria of dirk test
misconduct disaster at a firm 1. Whether the individual breached the
company's trust (broke rules of
Financial reform confidentiality by disclosing material
- The Dodd–Frank Wall Street Reform nonpublic information)
and Consumer Protection Act was 2. Whether the individual did so knowingly
passed in 2010 to increase
accountability and transparency in the Restrictions
financial industry and protect consumers - To deter Insider trading, insiders are
from deceptive financial practices. The prevented from buying and selling their
act established a Consumer Financial company stock within a six-month
Protection Bureau (CFPB) to protect period, thereby encouraging insiders to
buy stock only when they feel the 2 dimensions of consumer privacy
company will perform well over the long 1. consumer awareness of information
term collection
2. a growing lack of consumer control over
Why they engage in Insider Trading how companies use the personal
- Insiders with nonpublic information information they collect
would be able to avoid losses and
benefit from gains. Privacy issues of employees
- is often done in a secretive manner by - For the “normal course of employment,”
an individual who seeks to take it is agreed that employers have the
advantage of an opportunity to make right to monitor company email
quick gains in the market - Employee consent also removes
protection. From computer monitoring
Intellectual property rights and telephone taping to video
- the rights given to persons over the surveillance and GPS satellite tracking,
creations of their minds employers are using technology to
- give the creator an exclusive right over manage their productivity and protect
the use of his/her creation for a certain their resources. The ability to gather and
period of time use data about employee behavior
- involve the legal protection of intellectual creates an ethical issue related to trust
property such as music, books, and and responsibility.
movies - Companies track everything from phone
calls and Internet history to keystrokes
ETHICAL ISSUES IN INTELLECTUAL and the time employees spend at their
PROPERTY RIGHTS desks
1. Illegally downloaded or uploaded music,
movies, and television shows PURPOSE OF BUSINESS FOR EMPLOYEES’
2. Using popular brands as logo reference INFORMATION
in order to boost sales - Electronic monitoring allows a company
to determine whether productivity is
EFFECTS OF INTELLECTUAL PROPERTY being reduced
RIGHTS’ INFRINGEMENT - enables the company to take steps to
remedy the situation
1. Threat to companies that risk losing
profits and reputation The challenge in determining an ethical
Example: Customers would opt to issues in business
purchase copied goods over genuine products Stakeholders
which would reduce earnings for the original - Upon raising concern about an event,
brand. activity, or result of a business decision
2. threaten the health and well-being of
consumers. Mass media
Example: illegally produced - Generates a discussion about the
medications, when consumed by unknowing ethical nature of a decision
consumers, can cause sickness and even death
Individuals in the business
Privacy issues - Simply asking these individuals to
PRIVACY ISSUES OF CONSUMER determine in a specific situation has an
- Consumer advocates continue to warn ethical component
consumers about new threats to their
privacy
- As the number of people using the
Internet increases, the areas of concern
related to its use increase as well

PURPOSE OF BUSINESS FOR CONSUMERS’


INFORMATION
- gives companies the ability to more
effectively target their most valuable
customers, customize their offers to
meet specific demands, raise customer
satisfaction and retention levels, and
Identify opportunities for new goods or
services
Moral philosophies goal, such as advancement
- refers to the set of principles or rules within their firms
people use to decide what is right or
wrong Utilitarianism
- provide guidelines for resolving conflicts - concerned with maximizing total utility,
and for optimizing the mutual benefit of or providing the greatest benefit for the
people living in groups greatest number of people
- Business people are guided by moral - utilitarians often conduct cost–benefit
philosophies as they formulate business analyses that consider the costs and
strategies and resolve specific ethical benefits to all affected parties
issues, even if they may not realize it
Rule utilitarians
- determine behavior on the basis
Teleology of rules designed to promote the
- an act is considered morally right or greatest utility rather than by
acceptable if it produces some desired examining particular situations
result, such as pleasure, knowledge,
career growth, the realization of Act utilitarians
self-interest, utility, wealth, or even fame - examine the action itself rather
- from the Greek word for “end” or than the rules governing the
“purpose” action, to determine if it results
in the greatest utility
Teleological philosophies
- assess the moral worth of a behavior by Deontology
looking at its consequences - Deontological, or nonconsequentialist,
- moral philosophers today often refer to philosophies focus on the rights of
these theories as consequentialism individuals and the intentions behind an
- Two important teleological philosophies individual’s particular behavior rather
that guide decision making in individual than its consequences
business decisions are (a) egoism and - from the Greek word for “ethics”)
(b) utilitarianism - Deontologists regard the nature of moral
principles as permanent and stable and
Egoism believe compliance with these principles
- Defines right or acceptable behavior in defines ethical behavior; believe
terms of the consequences for the individuals have certain absolute rights
individual that must be respected
- an egoist chooses the alternative that
contributes most to his or her own Rule deontologists
self-interest - Believing conformity to general
- Egoism can be further divided into moral principles determines
hedonism and enlightened egoism ethical behavior

Hedonism Act deontologists


- the idea that pleasure is the - hold that actions are the proper
ultimate good, or the best moral basis to judge morality or
end involves the greatest ethicalness and that rules serve
balance of pleasure over pain only as guidelines
- Defines right or acceptable
behavior as that which Relativist perspective
maximizes personal pleasure - Relativists use themselves or the people
around them as their basis for defining
Enlightened egoists ethical standards
- take a long-range perspective
and allow for the well-being of Forms of relativism
others although their own 1. Descriptive - observations of other
self-interest remains paramount cultures
- may abide by professional 2. Meta-ethical - people naturally see
codes of ethics, control situations from their own perspectives,
pollution, avoid cheating on and there is no objective way of
taxes, help create jobs, and resolving ethical disputes between
support community projects not different value systems and individuals
because these actions benefit 3. Normative - assume one person’s
others but because they help opinion is as good as another’s
achieve some ultimate individual
Virtue ethics people can experience when their
- ethical behavior involves not only personal values do not align with
adhering to conventional moral utilitarian or profit oriented decisions.
standards but also considering what a 2. Rules, personalities, and precedents
mature person with a “good” moral exert pressure on the employee to
character would deem appropriate in a conform to the firm's culture.The
given situation individual's moral philosophy may
change to become compatible with the
Virtue ethics approach to business work environment. Some reasons why
1. Good corporate ethics programs unethical behavior occurs: -Dishonesty
encourage individual virtue and integrity become norm, Moral Development,
2. By the employee’s role in the community Incentives, When negotiating,
(organization), these virtues form a good Justification- “i was just following
person instruction”
3. An individual’s ultimate purpose is to
serve society’s demands and the public Cognitive Moral Development and its Problems
good and be rewarded in his or her
career Lawrence Kohlberg
4. The well-being of the community goes - develop the CMD theory to explain the
hand in hand with individual excellence different reasoning processes that
individuals would use to make ethical
Virtues That Support Business Transactions judgments as they mature
a. Trust - developed a six-stage model of
b. Truthfulness cognitive development that refers to the
c. Self-control different levels of reasoning that are
d. Learning individual can apply to ethical issues
e. Empathy and problems
f. Gratitude
g. Fairness 3 levels of CMD
h. Civility Pre-convetiponal
i. Moral leadership 1. The stage of punishment and obedience
- Individuals define right and
Justice wrong according to expected
- Fair treatment and due reward in rewards and punishments from
accordance with ethical or legal authority figures
standards, including the disposition to - Usually associated with children
deal with perceived injustices of others - business people take decisions
based on the reward and
Types of justice punishment they think they will
1. Distributive - evaluation of the outcomes get for an act
or results of a business relationship 2. The stage of individual instrumental
2. Procedural - processes and activities purpose and exchange
that produce a particular outcome - concerned with their own
3. Interactional - relationships and the immediate interests and define
treatment of others right according to whether there
is fairness in the exchanges or
Applying Moral Philosophy to Ethical Decision deals they make to achieve
Making those interests
- Individuals use different moral
philosophies depending on whether they Conventional
make a personal decision or 3. The stage of mutual interpersonal
work-related decision. expectations, relationships, and
conformity
There are two things that may explain this: - Individuals live up to what is
1. In the business arena some goals and expected of the by their
pressure for success differ from the goal immediate peers and those
and pressure in a person's life outside close to them
the work. An employee might view a - Doing something because
specific action as good in the business everyone is doing it
sector but unacceptable outside the 4. The stage of social system and
work environment. Business contains conscience maintenance
one variable that is absent from other - Individuals' consideration of the
situations: Profit Motive. The comment expectations of others broadens
“it’s not personal, it’s business” to social accord more generally,
demonstrates the conflict that business
rather than just the specific 6. Intellectual property theft/piracy
people around them.
- Acting according to what others INDIVIDUAL FACTORS IN BUSINESS ETHICS
think are standard - Individual values are not only the main
driver of ethical behavior in business.
Post-conventional - The rewards for meeting performance
5. The stage of prior rights, social contract, goals and the corporate culture in
or utility general have been found to be the most
- Individuals go beyond important drivers of ethical decision
identifying with others' making.
expectations , and assess right - The development of strong abilities in
and wrong according to the ethical reasoning will probably lead to
upholding of basic rights, more ethical business decisions in the
values, and contracts of society. future.
- Thinks about what is better for
others Organizational culture
6. The stage of universal ethical principles - shared values, norms, and artifacts that
- make decisions autonomously influence employees and determine
based on self-chosen universal behavior, including ways of solving
ethical principle which they have problems that members of an
believe everyone should follow organization share
- Think of yourself without any
outside influence Corporate culture
- shared beliefs top managers in a
Problem with CMD: The Strikes Theory company have about how they should
Strike 1 manage themselves and other
- When Kohlberg transferred Piaget’s employees, and how they should
theory to adults he did not take into conduct their business
account the full functioning and - exhibited through the behavioral
development of the adult brain patterns, concepts, documents such as
codes of ethics, and rituals that emerge
Strike 2 in an organization
- One moral development is linear and is - Values, beliefs, customs, rules, and
ordered hierarchy ceremonies that are accepted, shared,
- Contradicts basic moral philosophy and circulated throughout an
because there is no hierarchy. Each organization represent its culture
moral philosophy should be equal to the - A company’s history and unwritten rules
others are a part of its culture
- leaders are responsible for the actions
Strike 3 of their subordinates and corporations
- CMD has a high reliability but not should have ethical corporate cultures
validity
Formal corporate culture
White-collar crime - through statements of values, beliefs,
- nonviolent criminal act involving deceit, and customs
concealment, subterfuge and other - comes from upper management
fraudulent activity (US DOJ) - memos, codes, manuals, forms,
ceremonies
Examples of White-Collar Crimes
1. Corporate fraud Informal corporate culture
- Falsification of financial - indirect comments conveying
information management’s wishes
- Self-dealing by corporate - Dress codes, promotions, extracurricular
insiders activities

2. Money laundering Ethical culture is measured in the following


- Hide and accumulate wealth ways:
- Fund further criminal activity
- Avoid prosecution and taxes 1. Management and the board
- Increase profits through demonstrate their commitment to
reinvestment integrity, core values, and ethics codes
through their communications and
3. Securities and commodities fraud actions.
4. Financial institution fraud
5. Mortgage fraud
2. Every employee is encouraged and as their focus, with rules and policies
required to have hands-on involvement enforced by management.
in compliance - The compliance approach is good in the
3. Ethical leadership should start with the short term because it helps
tone at the top. management, stakeholders, and legal
4. Employees are expected to receive agencies ensure laws, rules, and the
communication through resolutions and intent of compliance are fulfilled
corrective actions related to ethical Pros: beneficial in the short term since it aids
issues. management, stakeholders, and legal
5. Employees have the ability to report organizations in ensuring that laws, regulations,
policy exceptions anonymously to any and the compliance's intended outcomes are
member of the organization met

Common elements of culture Cons: lack of long-term focus on values and


a. Culture is shared integrity. In addition, it does not teach employees
b. Formed over a relative period of time to navigate ethical gray areas
c. Relatively stable

The Role of Corporate Culture in Ethical Values-Based Ethics Culture


Decision Making - Relies on a mission statement that
1. Many catastrophic events stem from defines the core values of the firm and
ethical deficiencies resulting in a lack of how customers and employees should
human value judgments and actions be treated.
influenced by different corporate - Focus on values, not laws
cultures. - Top-down integrity is critical
2. When organizational leaders involve
lower-level employees in a meaningful Differential Association
role in shaping and maintaining an - people learn ethical or unethical
ethical culture, they are more likely to behavior while interacting with people
perceive the culture as strong and view who are part of their intimate personal
it similarly to the way leaders view it groups

Ethical Frameworks and Evaluations of Whistle-blowing


Corporate Culture - Exposing employer’s wrongdoing to
outsiders
1. Apathetic - shows minimal concern for - THE CORPORATE AND CRIMINAL
either people or performance FRAUD ACCOUNTABILITY ACT
2. Caring - exhibits high concern for people (CCFA) protects employees of publicly
but minimal concern for performance traded firms
issues - Dodd-Frank wall Street Reform and
3. Exacting - shows little concern for Consumer Protection Act gave
people but a high concern for additional incentives for whistleblowers
performance - MARVIN WINDOWS – encourage
4. Integrative - combines a high concern reporting misconduct internally. System
for people and performance is anonymous and allows reporting in
employee’s native languages
Ethics as a Component of Corporate Culture
- An unethical action of an employee LEADERSHIP INFLUENCE and POWER
means a defective corporate culture of SHAPE CORPORATE CULTURE
the whole corporation - Organizational leaders can shape and
- Ethical value together with Corporate influence corporate culture, resulting in
social responsibility helps the ethical or unethical leadership.
corporation to maintain positive - Status and power of leaders is directly
relationships with employees and correlated to the amount of pressure
enhance job satisfaction while gaining a they exert on employees to get them to
good image conform to expectations

Compliance culture 5 POWER BASES FROM WHICH ONE


- The accounting professional model of PERSON MAY INFLUENCE ANOTHER
rules created a compliance culture 1. Reward power
organized around risk. 2. Legitimate power
- Use laws and regulatory rules to create 3. Coercive power
codes and requirements. Codes of 4. Export power
conduct are established with compliance 5. Referent power
Motivating Ethical Behaviors International Code of Ethics for Professional
Accountants
Motivation
- a force within the individual that focuses Introduction
his or her behavior towards a goal - a professional accountant's
responsibility is not exclusively to satisfy
Job Performance an individual client's or employer's
- considered to be a function of ability and needs. In acting in the public interest
motivation and can be represented in - should observe and comply with the
the equation (job performance = ability x Code of ethics
motivation) - Members should consider the ethical
requirements as the basic principles
Motivation incentives should not create they should follow in performing their
ambiguous opportunities for misconduct work

Relatedness Needs The Code is divided into four parts:


- satisfied by social and interpersonal 1. Complying with the Code, Fundamental
relationships Principles and Conceptual Framework
- In case of conflict between the
Growth Needs provisions of the code and laws
- satisfied by creative or productive and regulations, the latter shall
activities prevail

Organizational Structures Breaches of the Code


Centralized Organization - shall evaluate the significance of the
- making authority is designated on the breach and its impact on the
hands of top level managers, and little accountant’s ability to comply with the
authority is delegated to lower levels fundamental principles.

Decentralized Organization The accountant shall also:


- decision-making authority is delegated - Take whatever actions might be
as far down the chain of command as available as soon as possible.
possible - Determine whether to report the breach
to relevant parties
Types of groups
1. Formal group - defined as an assembly The fundamental principles
of individuals with an organized ● Integrity - straightforward and honest
structure that is explicitly accepted by ● Objectivity - Avoid bias, conflicts of
the group interest, and undue influence
a. Committee - a formal group of ● Professional competence and due care -
individuals assigned to a Current developments. Legislation and
specific task techniques
b. Work groups - used to subdivide ● Confidentiality - Should not disclose
duties within specific functional information unless a legal or
areas of a company professional right or duty
c. Teams - bring together the ● Professional behavior - to comply with
expertise of employees from the laws and avoid any action that
several different areas of the discredits
organization on a single project
2. Informal group - defined as two or more CONCEPTUAL FRAMEWORK
individuals with a common interest but - Dedicated provisions that apply to all
without an explicit organizational professional accountants, in all
structure circumstances, when dealing with ethics
and independence issues
Group norms - establishing an exhaustive list of facts
- standard behavior group expect of their and circumstance that might trigger
members ethics and independence issues is
- ethical and unethical behavior done by a impracticable
particular group
- the power to enforce a strong conformity a. Identify threats - Threats to compliance
among group members with the fundamental principles
- conflict with the values and rules (Exercise professional judgment)
prescribed by the organization's culture b. Evaluate threats - acceptable level
(Remain alert for new information and to
changes in facts and circumstances)
c. Address threats - eliminate or reduce Safeugards
(Use the reasonable and informed third - actions, individually or in combination,
party test) that the firm takes that effectively reduce
threats to independence to an
Identified threats that are not an acceptable level acceptable level
must be addressed in one or three ways:
a. Eliminating the circumstances, including Acceptable level
interests or relationships, that are - level at which a professional accountant
creating the threats; using the reasonable and informed third
b. Applying safeguards, where available party test would likely conclude that the
and capable of being applied, to reduce accountant complies with the
the threats to an acceptable level; or fundamental principles
c. Declining or ending the specific
professional activity. General conceptual framework
Consulting with the following in case of conflicts
Threats to fundamental principles in complying with the Fundamental Principles:
a. Self-interest threat ● Others within the firm or employing
- financial or other interest will organization
inappropriately influence a ● Those charged with governance
professional accountant’s ● A professional body
judgment or behavior ● A regulatory body
b. Self-review threat ● Legal counsel
- professional accountant will not
appropriately evaluate the
results of a previous judgment 2. Professional Accountants in Business
made; or an activity performed, 3. Professional Accountants in Public
on which the accountant will rely Practice, and
when forming a judgment as 4. International Independence Standards
part of performing a current a. Independence for Audit and
activity Review Engagements and
c. Advocacy threat b. Independence for Assurance
- promote a client’s or employing Engagements Other than Audit
organization’s position to the and Review Engagements
point that the accountant’s
objectivity is compromised Independence for Audit and Review
d. Familiarity threat Engagements
- threat that due to a long or close
relationship with a client or Section 400:
employer, a professional Applying the Conceptual Framework to
accountant will be too Independence for Audit and Review
sympathetic to their interests or Engagements
too accepting of their work
e. Intimidation threat Independence is linked to the principles of
- deterred from acting objectively objectivity and integrity. It comprises:
because of actual or perceived a. Independence of mind – the state of
pressures, including attempts to mind that permits the expression of a
exercise undue influence over conclusion without being affected by
the accountant influences that compromise professional
judgment
REASONABLE AND INFORMED THIRD b. Independence in appearance – the
PARTY TEST avoidance of facts and circumstances
- made from the perspective of a that are so significant.
reasonable and informed third party,
who weighs all the relevant facts and *references to an individual or firm being
circumstances that the accountant “independent” mean that the individual or firm
knows, or could reasonably be expected has complied with the provisions
to know, at the time the conclusions are
made Sets out specific requirements and application
- does not need to be an accountant, but material on how to apply the conceptual
would possess the relevant knowledge framework to maintain independence when
and experience to understand and performing such engagements.
evaluate the appropriateness of the
accountant’s conclusions in an impartial
manner
This part describes: Network firms
- Facts and circumstances (professional - form larger structures with other firms
activities, interests and relationships) and entities to enhance their ability to
that create or might create threats to provide professional services.
independence; - shall be independent of the audit clients
- Potential actions (safeguards) that might of the other firms within the network as
be appropriate to address any such required by this Part.
threats; and - The independence requirements that
- Some situations where the threats apply to a network firm apply to any
cannot be eliminated or there can be no entity that meets the definition of a
safeguards to reduce them to an network firm
acceptable level
When associated with a larger structure of other
Public interest entities firms and entities, a firm shall:
- encouraged to determine whether to - Exercise professional judgment to
treat additional entities, or certain determine whether a network is created
categories of entities, as public interest by such a larger structure;
entities because they have a large - Consider whether a reasonable and
number and wide range of stakeholders. informed third party would be likely to
Factors to be considered include: conclude that the other firms and
- The nature of the business, such as the entities in the larger structure are
holding of assets in a fiduciary capacity associated in such a way that a network
for a large number of stakeholders. exists; and
- Size. - Apply such judgment consistently
- Number of employees throughout such a larger structure

Requirements and Application Material General Documentation of Independence for


- A firm performing an audit engagement Audit and Review Engagements
shall be independent - document conclusions regarding
- shall apply the conceptual framework to compliance with this Part, and the
identify, evaluate and address threats to substance of any relevant discussions
independence in relation to an audit that support those conclusions.
engagement In particular:
● When safeguards are applied to
Period During which Independence is Required address a threat, the firm shall
- The engagement period; and document the nature of the threat and
- The period covered by the financial the safeguards in place or applied.
statements ● When a threat requires significant
analysis and the firm concludes that the
communication with those Charged with threat was already at an acceptable
Governance level, the firm shall document the nature
- Regular communication is encouraged of the threat and the rationale for the
between a firm and those charged with conclusion.
governance of the client regarding
relationships and other matters that *Documentation provides evidence of the firm’s
might, in the firm’s opinion, reasonably judgments in forming conclusions regarding
bear on independence compliance

Such communication enables those charged Breach of an Independence Provision for Audit
with governance to: and Review Engagements
● Consider the firm’s judgments in
identifying and evaluating threats; when a Firm Identifies a Breach
● Consider how threats have been a. End, suspend or eliminate the interest or
addressed (appropriateness of relationship that created the breach and
safeguards) when they are available address the consequences of the
and capable of being applied; and breach;
● Take appropriate action. b. Consider whether any legal or
regulatory requirements apply to the
Such an approach can be particularly helpful breach and, if so:
with respect to intimidation and familiarity ● Comply with those requirements
threats. ● Consider reporting the breach to
a professional or regulatory
body or oversight authority if
such reporting is common
practice or expected in the Contingent fees
relevant jurisdiction - fees calculated on a predetermined
c. Promptly communicate the breach in basis relating to the outcome of a
accordance with its policies and transaction or the result of the services
procedures to: performed
● The engagement partner
● Those with responsibility for the Factors that are relevant in evaluating the level
policies and procedures relating of such a threat include:
to independence ● The range of possible fee amounts.
● Other relevant personnel in the ● Whether an appropriate authority
firm and, where appropriate, the determines the outcome on which the
network contingent fee depends.
● Those subject to the ● Disclosure to intended users of the work
independence requirements in performed by the firm and the basis of
Part 4A who need to take remuneration.
appropriate action ● The nature of the service.
d. Evaluate the significance of the breach ● The effect of the event or transaction on
and its impact on the firm’s objectivity the financial statements
and ability to issue an audit report
Section 411: compensation and evaluation
Section 410: Fees policies
Fees - relative size
All Audit Clients Requirements and Application Material
General
Factors that are relevant in evaluating the level a. What proportion of the compensation or
of such threats include: evaluation is based on the sale of such
● The operating structure of the firm. services;
● Whether the firm is well established or b. The role of the individual on the audit
new team; and
● The significance of the client c. Whether the sale of such non-assurance
qualitatively and/or quantitatively to the services influences promotion decisions.
partner or office.
● The extent to which the compensation of Section 420: gifts and hospitality
the partner, or the partners in the office, - A firm, network firm or an audit team
is dependent upon the fees generated member shall not accept gifts and
from the client. hospitality from an audit client, unless
the value is trivial and inconsequential
AUDIT CLIENTS THAT ARE PUBLIC
INTEREST ENTITIES SECTION 430: ACTUAL OR THREATENED
- Where an audit client is a public interest LITIGATION
entity and, for two consecutive years, Application Material
the total fees from the client and its
related entities represent more than Factors that are relevant in evaluating the level
15% of the total fees received by the of such threats include:
firm expressing the opinion on the ● The materiality of the litigation.
financial statements of the client. ● Whether the litigation relates to a prior
- When the total fees described in the audit engagement.
previous paragraph significantly exceed
15%, the firm shall determine whether *If the litigation involves an audit team member,
the level of the threat is such that a an example of an action that might eliminate
post-issuance review would not reduce such self-interest and intimidation threats is
the threat to an acceptable level. If so, removing that individual from the audit team
the firm shall have a pre-issuance
review performed.

Fees overdue
- self-interest threat might be created if a
significant part of fees is not paid before
the audit report for the following year is
issued. It is generally expected that the
firm will require payment of such fees
before such audit report is issued

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