Professional Documents
Culture Documents
Gbri Notes
Gbri Notes
Gbri Notes
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
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.
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
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