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Business Ethics Workshop. 2010 Summer Entrepreneurship Institute Prof. Gonzalo Freixes. "Art, like morality, consists of drawing the line somewhere." — G.K. Chesterton, English essayist and poet (1874-1936). What is Ethics?.
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Business Ethics Workshop 2010 Summer Entrepreneurship Institute Prof. Gonzalo Freixes
"Art, like morality, consists of drawing the line somewhere." — G.K. Chesterton, English essayist and poet (1874-1936) What is Ethics? “Ethics is a code of values which guide our choices and actions and determine the purpose and course of our lives.” — Ayn Rand, Russian-American novelist/philosopher (1905-1982)
Who is an Ethical Person? "A moral being is one who is capable of comparing his past and future actions or motives, and of approving or disapproving of them." — Charles Darwin, English biologist (1809-1882)
Character Counts Six Pillars of Character • Trustworthiness • Respect • Responsibility • Fairness • Caring • Citizenship - Michael Josephson, Josephson Institute of Ethics
Professional Ethics • Impartiality & Objectivity • Openness, Full Disclosure • Due diligence, Duty of Care • Fidelity to Professional Responsibilities • Avoiding Conflicts of Interest (Actual, Potential or Apparent)
All the Wrong Reasons “Everybody does it.” “If we don’t, someone else will.” “The only thing that matters is the bottom line!” “It doesn’t really hurt anyone.” “We’ll wait until the lawyers tell us it’s wrong.” “I was just following orders.”
7 Steps to Better Decisions An Ethical Approach to Business • Stop & Think • Clarify Goals • Determine Facts • Develop Options • Consider the Consequences • Choose Wisely • Monitor & Modify
Corporate Responsibility • What is the purpose of a corporation? • Monotonic View vs. Pluralistic View • Corporate Constituency Statutes • Dolphins & Baby Formula (the case of Star Kist & Nestle)
Principal Agent relationship Agent has fiduciary duties Loyalty Performance To Obey A can be liable to P or 3rd Parties Agents & Fiduciaries
Fiduciary Duties - Loyalty • Stealing • Secrets • Conflicts • Commingling
Fiduciary Duties - Performance • Care & Skill • Reputation • Disclose & Notify • Account • Stay in Scope
Fiduciary Duties - Obey Obey your Principal, unless… • Illegal • Immoral
Principal’s Duties to Agent • Opportunity to Work • Compensation • Indemnity • Cooperation
Corporate ExecutivesDuty of Care • Act as a reasonable executive would • Protected by Business Judgment Rule Informed decision Rational basis No conflict • Protected by Constituency Statutes
Corporate ExecutivesDuty of Loyalty • Avoid Self Dealing • Avoid Common Directorships • Avoid seizing Corporate Opportunities
Ethics in Global Business • Results of International Study 1. Personal Standards: EU 2. Interpersonal Standards (e.g. Loyalty): Japan 3. Organizational Standards: US • MNC’s deal with ethics “ad hoc” - viewed as “public relations” issue
SARBANES-OXLEY ACT OF 2002 PUBLIC ACCOUNTING OVERSIGHT BOARD (PCAOB) AUDITOR INDEPENDENCE EXECUTIVE RESPONSIBILITY FINANCIAL/ETHICAL DISCLOSURES