1.2 Governance and Social Responsibility

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    Corporate Governance: Definition

    Refers to the relationship among the boardof directors, top management, andshareholders in determining the direction

    and performance of the corporation.

    1.2 Corporate Governance and Social Responsibility

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    Corporate governance relates to complyingwith legal rules and regulations in a country

    or specific jurisdiction. Corporate

    governance issues address dilemmas in the

    context of business growth and prosperity.

    Corporate governance affects how a

    company's director, shareholder,

    stakeholders, regulators, suppliers andemployees' interests may be best

    expressed, aligned and reconciled.

    Corporate Governance: Definition

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    The framework of rules and practices by which a board of

    directors ensures accountability, fairness, and transparency in acompany's relationship with its all stakeholders (financiers,

    customers, management, employees, government, and the

    community).

    The corporate governance framework consists of

    (1) explicit and implicit contracts between the company and the

    stakeholders for distribution of responsibilities, rights, and

    rewards,

    (2) procedures for reconciling the sometimes conflicting

    interests of stakeholders in accordance with their duties,privileges, and roles, and

    (3) procedures for proper supervision, control, and information-

    flows to serve as a system of checks-and-balances.

    Corporate Governance: Definition

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    Corporate governance most widely used is "the

    system by which companies are directed and

    controlled" (Cadbury Committee, 1992). More

    specifically it is the framework by which the various

    stakeholder interests are balanced, or "therelationships among the management, Board of

    Directors, controlling shareholders, minority

    shareholders and other stakeholders".

    Corporate governance also provides the structurethrough which the objectives of the company are set,

    and the means of attaining those objectives and

    monitoring performance are determined."

    Corporate Governance: Definition

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    Corporate governance consists of twoelements:

    The long term relationship which has to

    deal with checks and balances, incentives for

    manager and communications between

    management and investors;

    The transactional relationship whichinvolves dealing with disclosure and authority.

    Corporate Governance: Definition

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    Corporate governance most widely used is "the

    system by which companies are directed and

    controlled" (Cadbury Committee, 1992). More

    specifically it is the framework by which the various

    stakeholder interests are balanced, or "therelationships among the management, Board of

    Directors, controlling shareholders, minority

    shareholders and other stakeholders".

    Corporate governance also provides the structurethrough which the objectives of the company are set,

    and the means of attaining those objectives and

    monitoring performance are determined."

    Corporate Governance: Definition

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    Benefits of Corporate Governance

    Good corporate governance ensures corporate success and

    economic growth.

    Strong corporate governance maintains investors

    confidence, as a result of which, company can raise capital

    efficiently and effectively.

    It lowers the capital cost.

    There is a positive impact on the share price.It provides proper inducement to the owners as well as

    managers to achieve objectives that are in interests of the

    shareholders and the organization.

    Good corporate governance also minimizes wastages,corruption, risks and mismanagement.

    It helps in brand formation and development.

    It ensures organization in managed in a manner that fits the

    best interests of all.

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    The obligation of an organization's

    management towards the welfare and

    interests of the society in which it

    operatesThe principle that companies should

    contribute to the welfare of society

    and not be solely devoted tomaximizing profits.

    Social responsibility: Definition

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    A companys sense of responsibility towardsthe community and environment (both

    ecological and social) in which it operates.

    Companies express this citizenship(1) through their waste and pollution

    reduction processes,

    (2) by contributing educational and social

    programs, and

    (3) by earning adequate returns on the

    employed resources.

    Social responsibility: Definition

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    1.2.1 Stakeholders analysis

    Stakeholders Stakeholders are those groups without

    whose support the organization would cease to

    exist.

    A stakeholder is a person who holds the stake (an

    interest or concern in something) or stakes in a

    bet.

    Any group or individual who can affect or isaffected by, the achievement of a corporations

    purpose.

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    Stakeholders

    Are all those individuals, groups andentities

    who can affect, and are affected by, the

    strategic outcomes achieved and who have

    enforceable claims on a firms performance.

    Stakeholder claims are enforced by their

    ability to withhold essential participation.

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    Stakeholders

    Individuals and groups with a

    multitude of interests,

    expectations, and demands as

    to what business should

    provide to society

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    Origins of the Stakeholder ConceptWhat is a stake?

    An interest or a share in an undertaking and can be categorized as:

    Interest Right Ownership

    Legal

    Moral

    What is a stakeholder?

    An individual who possesses a stake

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    Who Are Business Stakeholders?

    Government Employees

    Business

    Community

    Consumers

    Owners

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    Who Are Business Stakeholders?

    Evolution and Development of the

    Stakeholder Concept

    Views of the Firm

    Production Managerial Stakeholder

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    Who Are Business Stakeholders?

    Production and Managerial Views

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    Who Are Business Stakeholders?

    Primary and Secondary Stakeholders

    Primary stakeholders are those stakeholders that

    have a direct stake in the organization and its success

    Secondary stakeholders are those that have a public

    or special interest stake in the organization

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    Who Are Business Stakeholders?

    Core, Strategic, and Environmental Stakeholders

    Core stakeholders are essential to the survival of the

    firm Strategic stakeholders are vital to the organization

    and the threats and opportunities the organization

    faces

    Environmental stakeholders are all others in the

    organization's environment

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    Who Are Business Stakeholders?

    Legitimacy refers to the perceived validity of the

    stakeholders claim to a stake

    Power refers to the ability or capacity of a

    stakeholder to produce an effect

    Urgency refers to the degree to which thestakeholders claim demands immediate

    attention

    Legitimacy, Power, Urgency:

    A Typology of Stakeholder Attributes

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    Process of Stakeholder analysis

    Identification of key stakeholders

    Assessment of their valves and interests

    Analysis of how their interests may affect orbe affected by a product, project, change in

    resource conditions, etc.

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    Why stakeholder analysis?

    Among the major reasons:

    Empirically to discover existing patterns of

    interaction,

    Analytically to improve interactions,

    As a management tool in policy-making, and

    As a tool to predict conflict.

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    Steps in Identifying Stakeholders

    Step 1: Determining Influences on Mission, Vision, and

    Strategy Formulation. One way to analyze the

    importance and roles of the individuals who compose a

    stakeholder group is to identify the people and teamswho should be consulted as strategy is developed or

    who will play some part in its eventual implementation.

    These are organizational stakeholders, and they include

    both high-level managers and frontline workers. Capital-market stakeholders are groups that affect the

    availability or cost of capitalshareholders, venture

    capitalists, banks, and other financial intermediaries.

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    Step 2: Determining the Effects of Key Decisions

    on the Stakeholder. Step 2 in stakeholderanalysis is to determine the nature of the effect

    of the firms strategic decisions on the list of

    relevant stakeholders. Not all stakeholders areaffected equally by strategic decisions. Some

    effects may be rather mild, and any positive or

    negative effects may be secondary and of

    minimal impact. At the other end of the

    spectrum, some stakeholders bear the brunt of

    firm decisions, good or bad.

    Steps in Identifying Stakeholders.

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    Step 3: Determining Stakeholders Power and Influence

    over Decisions. The third step of a stakeholder analysis isto determine the degree to which a stakeholder group

    can exercise power and influence over the decisions the

    firm makes. Does the group have direct control over

    what is decided, veto power over decisions, nuisanceinfluence, or no influence? Recognize that although the

    degree to which a stakeholder is affected by firm

    decisions (i.e., step 2) is sometimes highly correlated

    with their power and influence over the decision, this is

    often not the case.

    Steps in Identifying Stakeholders.

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    Who Are Business Stakeholders?

    3-14

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    Strategic, Multifiduciary, and Synthesis

    Views of Stakeholders

    Strategic approach considers stakeholders primarily

    as factors managers should manage in pursuit of

    shareholder profits

    Multifiduciary approach considers stakeholders as agroup to which management has afiduciary

    responsibility

    Synthesis approach considers stakeholders as a

    group to whom management owes an ethical, but

    not a fiduciary responsibility

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    Three Values of the Stakeholder Model

    Descriptive

    Instrumental Normative

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    Stakeholder Mapping

    Variables affecting stakeholders relative power and

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    Variables affecting stakeholders relative power and

    influenceWithin and between formal organizations For informal interest

    groups and primary

    stakeholders

    Legal hierarchy (command and control, budget

    holders)Social, economic and

    political status

    Authority of leadership (formal and informal,

    charisma, political)Degree of organization,

    consensus and

    leadership in the group

    Control of strategic resources for the project (e.g.

    suppliers of inputs)Degree of control of

    strategic resources

    significant for the

    project

    Possession of specialist knowledge (e.g.

    specialist staff)Informal influence through

    links with other

    stakeholders

    Negotiating position (strength in relation to other

    stakeholders in the project)Degree of dependence on

    other stakeholders

    Assessing importance

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    How to do a stakeholder analysis

    Resources for a stakeholder analysis?

    Commission sense

    Secondary sources

    Newspapers, web, existing plans, etc.

    Primary sources

    observation interviews or focus groups

    surveys

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    Stakeholders of the Organization

    Customers

    EmployeesOwners

    SuppliersUnions

    Government

    Strategic

    Partners Society

    Local

    Community

    Organization

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    Stakeholders Concerns

    StakeholderGroup

    * Owners and Investors

    Examples of Concerns

    Financial Soundness

    Consistency in meetingshareholder expectations

    Sustained profitability

    Average return on assetsover five-year period

    Timely and accuratedisclosure of financialinformation

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    Stakeholders Concerns (Ctd.)

    StakeholderGroup

    * Customers

    Examples of Concerns

    * Product/service quality,innovativeness, andavailability

    *responsible management ofdefective or harmfulproducts/services

    *Safety records forproducts/services

    *Pricing policies and practices

    * Honest, accurate , andresponsible advertising.

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    Stakeholders Concerns (Ctd.)

    StakeholderGroup

    * Employees

    Examples of Concerns

    Nondiscriminatory, merit-based hiring andpromotion

    Diversity of the workforce

    Wage and salary levelsand equitable distribution

    Availability of training and

    development Workplace safety and

    privacy

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    Stakeholders Concerns (Ctd.)

    StakeholderGroup

    * Community

    Examples of Concerns

    Environmental Issues

    Environmental sensitivityin packaging and productdesign

    Recycling efforts and useof recycled materials

    Pollution prevention Global applications ofenvironmental standards

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    Stakeholders Concerns (Ctd.)

    StakeholderGroup

    * Community (Ctd.)

    Examples of Concerns

    Community Involvement Percentage of profits

    designated for cashcontributions

    Innovation and creativity in

    philanthropic efforts Product donations Availability of facilities and

    other assets for communityuse

    Support for employee

    volunteer efforts.

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    The Stakeholder Map or Power/Interest Matrix

    A B

    C D

    Minimaleffort

    Keepinformed

    Keepsatisfied Keyplayers

    Low

    High

    POWER

    LEVEL OF INTEREST

    Low High

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    Generic Stakeholders

    Shareholders and investors

    Employees and managers customers

    Local communities

    Suppliers and other business partners

    Government and regulators

    Civic institutions

    Social pressure groups

    Media

    Academic communities

    Trade bodies competitors

    others

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    Classification:

    Three Stakeholder

    Groups

    K Q ti I St k h ld

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    Key Questions In Stakeholder

    Management

    1. Who are our stakeholders?

    2. What are our stakeholders stakes?

    3. What opportunities and challenges do the stakes

    and stakeholders present?4. What economic, legal, ethical, and philanthropic

    responsibilitiesdoes our firm have?

    5. What strategies or actionsshould our firm take to

    best manage stakeholder challenges andopportunities?

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    Key Questions In Stakeholder

    Management

    Who are our stakeholders?

    Management must identify generic stakeholder

    groups and specific subgroups

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    Key Questions In Stakeholder

    Management

    What are our stakeholders stakes?

    Determine the nature/legitimacy of a groups

    stakes

    Determine the power of a groups stakes

    Determine specific groups within generic groups

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    Key Questions In Stakeholder

    Management

    What opportunities and challenges do

    stakeholders present?

    Opportunities are to build good productive

    working relationships with the stakeholders

    Challenges are representative of how the firm

    handles the stakeholders

    k h ld

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    Key Questions In Stakeholder

    Management

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    Key Questions In Stakeholder Management

    What economic, legal, ethical, and philanthropicresponsibilities does our firm have to its stakeholders?

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    Key Questions In Stakeholder Management

    Stakeholders Economic Legal Ethical Philanthropic

    Owners

    Customers

    Employees

    Community

    Public at large

    Social Activists

    Other

    Stakeholder/Responsibility Matrix

    K Q i I S k h ld

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    Key Questions In Stakeholder

    Management

    What strategies or actions should our firmtake to best manage stakeholder challengesand opportunities?

    Should we deal directlyor indirectlywith stakeholders? Should we take the offense or the defense in dealing with

    stakeholders?

    Should we accommodate, negotiate, manipulate or resiststakeholder overtures?

    Should we employ a combination of the above strategiesor pursue a singular course of action?

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    Key Questions In Stakeholder Management

    Stakeholder Type 4

    Mixed Blessing

    Strategy:

    Collaborate

    Stakeholder Type 3

    NonsupportiveStrategy:

    Defend

    Stakeholder Type 1

    Supportive

    Strategy:

    Involve

    Stakeholder Type 2

    MarginalStrategy:

    Monitor

    High

    Low

    Stakeholders

    Potential for

    Cooperation

    With Organization

    High Low

    Stakeholders Potential for Threat to Organization

    ?

    Types of Stakeholders

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    Effective Stakeholder Management

    Careful assessment of the five core questions:

    Who are our stakeholders?

    What are our stakeholders stakes?

    What opportunities and challengesdo stakeholders present?

    What economic, legal, ethical, and philanthropic

    responsibilitiesdoes our firm have?

    What strategies or actionsshould our firm take to best

    manage stakeholder challenges and opportunities?

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    Effective Stakeholder Management

    Stakeholder Management Capability

    Rational level Process level

    Transaction level

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    Effective Stakeholder Management

    Stakeholder Corporation

    Stakeholder inclusiveness Stakeholder symbiosis

    St k h ld P

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    Stakeholder Power:

    Four Gates of Engagement

    Awareness

    Knowledge Admiration

    Action

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    Principles of Stakeholder Management

    Acknowledge

    Monitor

    Listen

    Communicate Adopt

    Recognize

    Work

    Avoid

    Acknowledge conflict

    Principles of Stakeholder

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    Principles of Stakeholder

    Management

    1 2 2 Corporate governance

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    Used in corporations to establish order betweenthe firms owners and its top-level managers

    Corporate Governance is a relationship among

    stakeholders that is used to determine and control

    the strategic direction and performance of

    organizations

    Concerned with identifying ways to ensurethat strategic decisions are made effectively

    1.2.2 Corporate governance

    Corporate Governance: Definition

    Separation of Ownership and Managerial Control

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    Basis of the modern corporation

    Professional managers contract to provide

    decision-making

    - Risk bearing by shareholders

    - Strategy development and decision-making bymanagers

    - Shareholders reduce risk efficiently by holdingdiversified portfolios

    Shareholders purchase stock, becoming...

    Residual Claimants

    Modern public corporation form leads to efficientspecialization of tasks

    Separation of Ownership and Managerial Control

    Agency Theory

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    An agency relationship exists when:

    Shareholders

    (Principals)

    Firm Owners

    Agency Relationship

    Risk Bearing Specialist

    (Principal)

    Managers(Agents)

    Decision

    Makers

    which creates

    Managerial Decision-Making Specialist

    (Agent)Hire

    Agency Theory

    Agency Theory

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    The Agency problem occurs when:

    - The desires or goals of the principal and agentconflictand it is difficult or expensive for the principal to verify

    that the agent has behaved appropriately

    Solution: Principals engage in incentive-basedperformance

    Example:Overdiversification because increasedproduct diversification leads to lower employment

    risk for managers and greater compensation

    contracts, monitoring mechanisms such as the board of

    directors and enforcement mechanisms such as the

    managerial labor market to mitigate the agency problem

    Agency Theory

    Agency Theory

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    Principals may engage in monitoring behavior toassess the activities and decisions of managers

    - However, dispersed shareholding makes it difficult

    andand inefficient to monitor managements

    behaviorFor example: Boards of Directors have a fiduciary

    duty to shareholders to monitor management

    - However, Boards of Directors are oftenaccused of being lax in performing this function

    Agency Theory

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    Governance Mechanisms

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    Governance Mechanisms

    Ownership Concentration

    Boards of Directors

    Executive Compensation

    Market for Corporate Control

    Multidivisional Organizational Structure

    Governance Mechanisms

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    Ownership Concentration

    monitor management closely

    time, effort and expense to monitor closely

    - Large block shareholders have a strong

    incentive to

    - Their large stakes make it worth their while tospend

    - They may also obtain Board seats which

    enhancestheir ability to monitor effectively (although

    financial institutions are legally forbidden from

    directly holding board seats)

    Governance Mechanisms

    Governance Mechanisms

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    Boards of Directors

    - Review and ratify important decisions

    - Set compensation of CEO and decide when to

    replace the CEO

    - Lack contact with day to day operations

    - Insiders

    - Related Outsiders

    - Outsiders

    Governance Mechanisms

    Governance Mechanisms

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    Recommendations for more effective

    Board Governance- Increase diversity of board members

    backgrounds- Strengthen internal management and

    accountingcontrol systems

    - Establish formal processes for evaluation of

    the boards performance

    Governance Mechanisms

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    Governance Mechanisms

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    Designed to control managerial opportunism- Corporate office and Board monitor managers

    - Increased managerial interest in wealth maximizati

    strategic decisions

    Multidivisional Organizational Structure

    Governance Mechanisms

    M-form structure does not necessarily limit corporate

    - May lead to greater rather than less diversification

    Broadly diversified product lines makes it difficult for

    top-level managers to evaluate the strategic decision

    of divisional managers

    level managers self-serving actions

    Governance Mechanisms

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    Market for Corporate Control

    Operates when firms face the risk of takeover

    when they are operated inefficiently

    The market for corporate control acts as an

    important source of discipline over managerial

    incompetence and waste

    - Changes in regulations have made hostile takeovers difficult

    - Many firms began to operate more efficiently as a result of

    the threat of takeover, even though the actual incidence of hostile

    takeovers was relatively small

    Governance Mechanisms

    Corporate Governance and Ethical Behavior

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    Product market stakeholders (customers, suppliers

    and host communities) and Organizational

    stakeholders (managerial and non-managerial

    employees) are also important stakeholder groups

    Shareholders are one important stakeholder group,

    which are served by the Board of Directors

    Although controversial, some believe that

    ethically responsible firms should introduce

    governance mechanisms which serve all

    stakeholders interests

    It is important to serve the interests of multiple

    stakeholder groups

    Corporate Governance and Ethical Behavior

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    Corporate Governance

    The corporation is a mechanism established to

    allow different parties to contribute capital,

    expertise and labor for their mutual benefit.

    Investors/Shareholders capital providers

    Management expertise & labor providers for

    running of company

    Board of directors (BOD) elected by

    shareholders to protect their interest.

    Corporate governance relationship among

    BOD, management, and shareholders

    Corporate Governance The Role of Board of Directors

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    Corporate Governance The Role of Board of Directors

    BOD Typical Responsibilities

    Setting corporate strategy, overall direction , mission and/orvision

    Succession: Hiring, compensating and firing the CEO and topmanagement

    Control: monitoring, evaluating, and/or supervising topmanagement

    Reviewing and approving the use of organizational resources

    Caring for stockholders interest

    In legal terms, BODs are required to directthe affairsof the corporation but not to manage them (act withdue care).

    Corporate Governance

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    73

    p

    Setting corporate strategy, overall

    direction,mission or vision

    Hiring and firing the CEO and topmanagement

    Controlling, monitoring, or supervising

    top management

    Reviewing and approving the use ofresources

    Caring for shareholder interests

    Role of Board of

    Directors

    The Role of Board of Directors

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    The Role of Board of Directors

    Role of BOD in the strategic management process

    Monitor: Keep abreast of developments both outside & inside the company

    Bring to managements attention developments it might haveoverlooked.

    Evaluate and influence:

    Examine mgts proposals, decisions, & actions.

    Agree or disagree with them; give advice, offer suggestions & outlinealternatives (if any).

    Initiate and determine:

    Delineate a companys mission & vision; and specify strategic options

    to management.

    R l f th B d f Di t

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    Role of the Board of Directors

    Degree of involvement is dependent on extentto which it perform the three tasks:

    Monitoring (LOW LEVEL OF INVOLVEMENT)

    Evaluating and influencing (MEDIUM LEVEL OFINVOLVEMENT)

    Initiating and determining (HIGH LEVEL OF

    INVOLVEMENT)

    BOD involvement is a continuum

    1.2.3 Corporate Governance: The Role of Top

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    p p

    Management

    Top management function is usuallyperformed by CEO in coordination with

    Chief Operating Officer (COO) or President

    Chief Financial Officer (CFO)

    Chief Information Officer (CIO)

    Executive Vice Presidents (VPs) and VPs of

    divisions & functional areas

    Chief HR Officer (CHRO)

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    The Role of Top Management Top management is primarily responsible for the

    strategic management of the firm

    Responsible for every decision & action of everyorganizational employee

    Responsible for providing effective strategicleadership

    Strategic leadership is the ability to anticipate,envision, maintain flexibility, think strategically, and

    work with others in an organization to initiate changesthat will create a viable and valuable future for theorganization

    The Role of Top Management

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    The Role of Top Management

    The CEO, must perform two functions crucial to

    the SM of corporations: Provide executive leadership

    Articulate a strategic vision for the firm

    Present a role for other to identify with and follow (e.g.,behavior, attitude, values, etc)

    Communicate high performance standards & show

    confidence in followers abilities to meet these standards

    Manage the strategic planning process Evaluate division/units to make sure they fit together

    into an overall corporate plan

    h l f

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    The Role of Top Management

    The whole top managements strategicleadership responsibilities involves

    Determining the firms mission, vision, andobjectives

    Exploiting & maintaining the firms resources, corecompetencies & capabilities

    Creating & sustaining a strong organizational culture

    Emphasizing ethical decision & practices

    Establishing appropriately balance organizationalcontrol

    The Role of Other Strategic Managers and

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    The Role of Other Strategic Managers and

    Organizational Employees

    Strategic Planners Identify & analyze company-wide strategic issues &

    suggest corporate strategic initiatives to top

    management

    Work as facilitators with divisions/units to guide

    then through the strategic planning process

    The Role of Other Strategic Managers and

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    Organizational Employees

    Strategic Managers (Middle- & Lower-level

    managers) & Supervisors Direct their workers in the strategy

    implementation process (i.e., putting the

    strategies into action at various functional areas) Strategy evaluation

    Other Employees

    Strategy evaluation through open bookmanagement

    Sharing of firms books or F/S with employees to seeimplications of their work

    1.2.4 Social Responsibilities of Strategic Decision Makers

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    p g

    What is Corporate Social Responsibility?

    Lack of consensus

    The definition is subject to the

    economic, cultural and legal contextsThe meanings differ depending on theplayers

    CSR: globalization, sustainability andgovernance

    Levels of CSR

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    Social Obligation Meet minimum

    regulations, do what is required bylaw, no more

    Social Responsibility Go beyondwhat is required by law, mitigate

    negative effects

    Social Responsiveness Proactiveapproach, promote positive change

    Levels of CSR: Example in Labor Markets

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    Levels of CSR: Example in Labor Markets

    Social

    Obligation

    Social

    Responsibility

    Social

    Responsive

    Comply with wage

    and working time

    laws, minimum

    benefits

    Provide added

    labour benefits

    Improve quality of

    work life

    CSR Different areas involved

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    CSR Different areas involved

    It directly influences the managementof people in the company

    Good practices in the labor field willallow companies to hire and retaintalent and to guarantee the excellence

    of the services provided on theproducts manufactured

    Thinking about Future Business Responsibilities

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    Thinking about Future Business Responsibilities

    Demonstrate a commitment to societys values and

    contribute to societys social, environmental andeconomic goals through action

    Protect society from the negative impacts of company

    operations, products and services

    Share benefits of company activities with key

    stakeholdersDemonstrate that the company can make more profit

    by doing the right thing.

    C t S i l R ibilit

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    Corporate Social Responsibility

    The concept of social responsibility Proposes that a private firm has

    responsibilities to society that extend beyond

    making a profit Obligation of firm decision makers to make

    decisions & act in ways that recognize the

    interrelatedness ofbusiness & society.

    It recognizes the existence of various

    stakeholders and firms deal with them

    Wh t i C t S i l R ibilit ?

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    What is Corporate Social Responsibility?

    Some attempts to define it:

    Responsible companies perceive thecurrent environment globalization,

    social demands, transparency,broadening of markets, environmentalchallenges, etc. as an opportunity to

    underscore their role in society, theirpotential for leadership in sustainabledevelopment.

    What is Corporate Social Responsibility?

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    What is Corporate Social Responsibility?

    The impact of a companys action on society

    Requires a manager to consider his acts interms of a whole social system and holdshim responsible for the effects of his acts at

    all levels in that system

    Business has an obligation to society whichextends beyond economic and legal duties

    Described as one of the most importantsocial movements of our time

    Areas of Social Responsibility

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    Responsibility

    Towards

    Customers Social

    Responsibility

    Responsibility

    Towards

    Investors

    ResponsibilityTowards

    Environment

    Responsibility

    Towards

    Employees

    Areas of Social Responsibility

    S i l R ibilit

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    Social Responsibility

    A businesss collective code of ethics towards its

    stakeholders

    the environment

    its customers

    its employees its investors

    its suppliers

    its community

    Corporate Social Responsibility

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    Corporate Social Responsibility

    Two Views of who are firms responsible to?(1) Traditional View (Milton Friedman)

    There is one and only one social responsibility ofbusiness to use its resources and engage in

    activities designed to increase its profits so long as itstays within the rules of the game, which is to say,engages in open and free competition withoutdeception or fraud

    (M. Friedman, The Social Responsibility ofBusiness is to Increase Profits, New YorkTimes, (September 13, 1970: pp. 126-127)

    T Vi f Wh Fi R ibl t

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    Two Views of Who Firms are Responsible to

    Traditional View (continued): By taking on the burden of social cost, the

    business becomes less efficient:

    Prices go up to pay for increased costs; or Investment in new activities & research is

    postponed

    Firms are responsible to only theirshareholders

    Purely economic reasoning

    T o Vie s of Who Firms are Responsible to

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    Two Views of Who Firms are Responsible to

    (2) Modern View (Archie Carroll)

    Economic

    (Must Do)Legal

    (Have to Do)

    Ethical

    (Should Do)

    Discretionary

    (Might Do)

    Social Responsibilities

    Two Views of Who Firms are Responsible to

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    Two Views of Who Firms are Responsible to

    (2)Modern View (Archie Carroll)

    Business firms have four responsibilities

    (a) Economic

    Produce goods & services of value tosociety so that the firm may repay its

    creditors and stockholders

    (b) Legal Defined by governments in laws that

    management is expected to obey

    Two Views of Who Firms are Responsible to

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    Two Views of Who Firms are Responsible to

    Modern View (Continued)

    (c) Ethical

    Follow generally held beliefs about how one should act in

    society

    Work with employees & community in planning for layoffs,though no laws requiring this

    Many people expect firms to do these things

    (d) Discretionary

    Purely voluntary obligations a firm assumes Philanthropic contributions, training hard-core unemployed,

    providing day-care centers, etc.

    Many people do not expect firms to do these things

    What is Corporate Social Responsibility?

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    What is Corporate Social Responsibility?

    The company must act responsibly, and criteria for social responsibility must be

    adopted to contribute toward consolidating better companies not only in socialterms that is, companies which are more useful to society but better companiesin purely economic terms that is, better quality, more efficient, more competitivecompanies

    An inevitably broad concept of which we can say that it includes voluntary actions bycompanies aimed at dealing with workers, consumers, or investors or shareholders

    concerns: in short, the concerns of all citizens.

    An inevitably broad concept of which we can say that it includes voluntary actions bycompanies aimed at dealing with workers, consumers, or investors or shareholdersconcerns: in short, the concerns of all citizens.

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    Managerial Ethics and

    Social Responsibility

    Ethics is the discipline dealing with what is good and bad

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    and with the moral duty and obligations. Ethical

    behaviour is that which conforms to accepted standards

    of conduct. Ethical reasoning involves sorting out the

    principles that help determine what is ethical when faced

    with an ethical dilemma. An ethical dilemma is a

    situation or problem facing an individual that involves

    complex and often conflicting principles of ethical

    behaviour.

    Bliosi, Wendy (2005) Management and Organisational Behaviour, pp.493

    McGraw Hill

    Definition of terms

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    Ethics is the discipline dealing with what is

    good and bad and with the moral duty andobligations.

    Ethical behavior is that which conforms to

    accepted standards of conduct. Ethical

    reasoning involves sorting out the principles

    that help determine what is ethical when faced

    with an ethical dilemma.

    An ethical dilemma is a situation or problemfacing an individual that involves complex and

    often conflicting principles of ethical behavior.Source: Bliosi, Wendy (2005) Management and Organizational Behavior, pp.493 McGraw Hill

    Definition of terms

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    Definition of terms

    Business ethics are essentially formal and

    informal values, morals, and principles thatpeople use to govern their decision making

    process in the workplace. These ethics are the

    basis on which professionals make theirdecisions. However, business ethics may differ or

    vary from any given company to the next, which

    is why there are often some "gray areas."

    Additionally, different people hold different

    ideals to be their ethical standards. (Ryan

    Weaver)

    Definition of terms

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    Definition of terms

    Business ethics (also corporate ethics) is aform ofapplied ethics or professional ethics

    that examines ethical principles and moral or

    ethical problems that arise in a businessenvironment. It applies to all aspects of

    business conduct and is relevant to the

    conduct of individuals and entireorganizations.

    Definition of terms

    http://en.wikipedia.org/wiki/Applied_ethicshttp://en.wikipedia.org/wiki/Professional_ethicshttp://en.wikipedia.org/wiki/Professional_ethicshttp://en.wikipedia.org/wiki/Applied_ethics
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    Definition of terms

    Business ethics is the study of how personal

    moral norms apply to the activities and goals

    of commercial enterprise. It is not a separate

    moral standard, but the study of how businesscontext poses its own unique problems for the

    moral person who acts as an agent of this

    system.

    Source: Nash, Laura (1993) Good Intentions Aside, Harvard Business Scholl Press

    Definition of terms'What is the most important is that management realise that it must consider

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    'What is the most important is that management realise that it must consider

    the impact of every business policy and business action upon society. It has

    to consider whether the action is likely to promote the public good, to

    advance the basic beliefs of of society, to contribute to its stability, strengthand harmony.'Source: Peter Drucker, The Practice Of Management 1955, p.342

    The success of managementhas greatly changed

    managements meaning. Its success has made managementthe general, the pervasive function, and the distinct

    organization of our society of organizations. As such,

    management inevitably has become affected with the public

    interest.

    To work out what this means for management theory and

    management practice will constitute the management

    problems of the next fifty years.'Source: Peter Drucker, The Frontiers of Management 1986, pp.192-193

    Major Influences on Business Practices

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    BUSINESS

    PRACTICES

    Political InfluencesLegal

    Influences

    Competitive

    Influences

    Ethical Influences

    Source: Samuel, Certo & Peter (1991) Paul, Strategic Management,pp.230, McGraw-Hill

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    Three prime considerations in developing

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    business ethics:

    extent of ethical considerations

    their cost and

    the recipient of the responsibility

    Numerous differences between organisations over

    what should be covered under ethics, reflecting

    fundamentally different approaches to doing business.

    Three Domains of Human Action

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    Three Domains of Human Action

    Domain ofCodified Law

    (Legal Standard)

    Domain ofEthics

    (Social Standard)

    Domain ofFree Choice

    (Personal Standard)

    Amount of

    Explicit Control

    High Low

    Ethics

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    The code of moral principles and values that govern

    the behaviors of a person or group with respect towhat is right or wrong.

    Codified LawValues and standards that are written into the legal

    system.

    Free Choice

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    Free Choice

    Behavior about which law has no say and forwhich an individual or organization enjoys

    complete freedom

    Example: An individual's choice of a marriagepartner or religion.

    Ethics

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    Obedience is to norms and standards levied by self

    and/or others. These are unenforceable in a legalsense, but are often powerful.

    Ethical DilemmaWhen all choices have been deemed undesirable

    because of potentially negative ethicalconsequences, making it difficult to distinguishright from wrong. (The choices also haveattractive attributes.)

    Common Ethical Dilemmas

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    Common Ethical Dilemmas

    Honesty in advertising and in communicationswith superiors, clients, and government.

    Problems relating to special gifts,

    entertainment, and kickbacks.Overlooking wrong doings of others

    DEALING WITH AN ETHICAL DILEMMA

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    while the law defines what is legal and what is not, moral rights and wrongsmay not be so clear. When faced with an ethical dilemma a series of four

    questions one can ask to make an ethical decision. (Ryan Weaver)

    Is my decision a truthful one?

    Is my decision fair to everyone affected?

    Will it build goodwill for the organization?

    Is the decision beneficial to all parties who have a vested interest in theoutcome?

    If all of the above questions can truthfully be answered "yes" then it is safe toassume the decision in question is an ethical one. It is also important toconsider ideals, obligations, and consequences when making ethical decisions.

    IDEALS- values you believe in or stand for OBLIGATIONS- responsibilities you have to everyone involved

    CONSEQUENCES- beneficial or harmful results of your action

    Approaches to Corporate

    S i l R ibili

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    Social Responsibility

    ObstructionistDefensiveAccommodative - Proactive

    Lowest Level of

    Social Responsibility

    Highest Level of

    Social Responsibility

    Ethical Behaviour of managers

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    Ethical Behaviour of managers

    Ethics

    standards or moral values that dictate what isright and wrong

    culturally based

    formed upon societys expectations vary by person, and by situation

    Everyone develops their own

    code of ethics

    Influences on Ethical Behaviour

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    Influences on Ethical Behaviour

    Family Experiences

    Personal Code ofEthics

    Peer

    Group

    Managerial Ethics

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    Managerial Ethics

    Ethical behaviour conforms to individual beliefs and social

    norms

    Behaviour toward employees

    Firing, hiring, wages, privacy, etc.

    Some decisions not illegal,

    but still unethical

    Behaviour toward the organization

    Conflict of interest, confidentiality, honesty

    Behaviour toward other economic agents Customers, competitors, shareholders, suppliers, unions

    Assessing Ethical Behaviour

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    Assessing Ethical Behaviour

    Gather the relevant

    factualinformation

    Analyze the facts to

    determine the most

    appropriate moral

    values

    Make an ethicaljudgment based on the

    rightness or wrongness

    of the proposed activity

    or policy

    1.2.5 Ethical Decision Making:

    A i E hi l B h i

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    Assessing Ethical Behavior

    Utility - optimize

    Rights individual rights

    Justice - fair

    Caring responsibilities to others

    newspaper test

    Company Practices & Business Ethics

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    p y

    Firms are adopting written codes of ethics to

    guide employee decisions

    Top management support is essential

    Ethics Programs educating employees

    Written Codes of Ethics

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    Written Codes of Ethics

    Increase public confidence in a firm or industry

    Help stem the tide of government regulation

    Improve internal operations by providing consistent

    standards of both ethical and legal conduct Help managers respond to problems that arise as a result of

    unethical or illegal behavior

    Core Principles and Organizational Values

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    Core Principles

    Organizational Values

    UnchangingOrganizational ObjectivesChanged Infrequently

    Strategies and Practices

    Revised Frequently

    Business Ethics

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    Misleading advertising

    Misleading labeling Harm to the environment

    Insider trading

    Dumping flawed products on foreign markets

    Poor product or service safety

    Padding expense accounts

    Business practices always considered unethical

    Ethical decision making: Who are the

    Stakeholders of Firms?

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    Stakeholders of Firms? Stakeholders are individuals, groups or institutions who

    have a stake in or are significantly influenced by anorganizations decisions and actions

    Shareholders

    Governments

    Political & social action groups Employees

    Customers

    Communities

    Suppliers

    Trade Associations

    Firms must consider the interests of theirstakeholders when making business decisions

    Criteria for Ethical DecisionMaking

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    Making

    Utilitarian Approach

    Individualism Approach

    Moral-Rights Approach

    Justice Approach

    Utilitarian Approach

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    pp

    Moral behaviors produce the greatest goodfor the greatest number.

    Individualism ApproachActs are moral when they promote the

    individual's best long-term interests (e.g.,

    the golden rule).

    Moral-Rights Approach

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    g pp

    Human beings have fundamental rights(e.g., free consent, privacy, due process)

    Justice ApproachStandards of equity, fairness, and

    impartiality.

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    Approaches that you can consider that will

    help you make the right decision for you

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    help you make the right decision for you.

    1. Utilitarian- This approach focuses on the action that will result in thegreatest good for the greatest amount of people

    2. Moral Rights- This approach focuses primarily on moral principles,regardless of what the consequences may be. There is no real grey area inthis view, it is more just right or wrong and compromising is not an option.

    3. Universalism- This approach is much like the golden rule which has twoparts. First, you need to determine if an action would apply to all peoplein every situation. Next, you would determine if you would be ok withsomeone applying this action to you.

    4. Cost-Benefit- This approach has you balance the cost of the action withthe benefit of the action and see what you have to give up and what yougain from this action.

    Ethical decision-making is rarely easy, especially in the business workplace. There are several approaches available for analyzing all of thedifferent kinds of ethical decisions. Sometimes one approach will be moreappropriate than another. By taking time to analyze the differentpossibilities and approaches you are more likely to make a decision youbelieve.

    Moral Development

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    Preconventional Level = concernedwith external rewards andpunishments

    Conventional Level = conform to theexpectations of peers and society

    Postconventional (Principled) Level =

    individuals develop a personal,internal set of standards and values.(About 20% of adults)

    The Organization

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    g

    SystemsExplicit rules and policies

    Reward system

    CultureCommon Values

    Traditions

    Guidelines for Dealing with Ethical

    Dilemmas

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    Dilemmas

    Is it legal?Is it right?

    Is it beneficial? To whom? How much?

    Is it harmful? To whom? How much?

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    Situations that prompt ethical issues

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    1. You hear word from a co-worker that she istired of the manager being overly- assertivein situations where it is not needed; basicallythe manager's position has "gone to his

    head". The co-worker has claimed she isgoing to sue the company for the treatmentshe has been receiving, so what do you do?

    Situations that prompt ethical issues

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    2. You are working for a company and there has been

    evidence insider theft. There are only two people,the manager and the cashier, have access to the cashdrawer where the theft has been taking place, andthe evidence is pointing to the manager. The catch isthat you have been friends with the manager for

    quite some time, long before you both beganworking for the company. He obviously denies theclaims, but there is evidence proving that the cashiercouldn't have been stealing the money. What do youdo?

    Situations that prompt ethical issues

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    3. You are working two positions for a company and the

    job has begun to be far too strenuous for you toendure. The company has decided to find areplacement for one of the positions you are workingto take some of the load off of you. One candidatethat appears to be the one the company will choose

    has admitted only to you that she has recentlybecome pregnant. Obviously you are reluctant to letthe company hire her because she will be onmaternity leave after the child is born and you willhave to work both positions again until anotherreplacement is found. The company has decided thatshe is the best candidate for the position, so what doyou do?

    HOW TO RESIST REQUESTS TO ACT

    UNETHICALLY

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    UNETHICALLY

    Recognize Unethical Requests and Bosses Buy Time

    Find a Mentor & Peer Support Group

    Find Win-Win Solutions Work Within the Firm to Stop the Unethical

    Act

    Prepare to Lose Your Job (Last resort b/c itsdifficult to make change effectively from theoutside.)

    Guidelines for Dealing with Ethical

    Dilemmas (cont )

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    Dilemmas (cont.)

    Would you be willing to allow everyone to dowhat you are considering?

    Would you like your family to know?

    Would you like your decision printed in the

    newspaper?

    Have you consulted others who are objective

    and knowledgeable?

    Social Responsibility

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    An Organization taking actions that contributeto society

    Being a good corporate citizen.

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    Organizational Stakeholders

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    Owners, InvestorsEmployees

    Suppliers

    Customers

    Government

    Society

    4 Views of Responsibilities of

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    Business1- Economic

    Responsibilities:

    The only Social

    Responsibility = Profit-Maximizing.

    2- LegalResponsibilities:

    Social Responsibility =

    Obeying the Law (aswell as making a profit)

    3- Ethical Responsibilities

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    3 Ethical Responsibilities

    To be ethical, an organization should seek ahigher standard than merely obeying the law:

    e.g., Act with equity, fairness, and impartiality

    e.g., Respect the rights of individualse.g., Act for the common good

    4 Discretionary Responsibilities

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    4 - Discretionary Responsibilities

    Purely voluntary, not mandated by economics,law, or ethics

    Goes beyond what society expects

    This is true Social Responsibility

    Social Responsibility Levels

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    Level of Concern---Likely Behavior

    Discretionary-------------------Proaction

    Ethical-------------------AccommodationLegal------------------Defensive Behavior

    Economic-------------Anything for profit

    Why Social Responsibility?

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    Self-defense - If business is not proactive, thepublic or government will press for moreregulation

    Obligation - Business exists due to beingsanctioned by society - owes debt to society

    Self-interest - S.R. good for business in long run

    Arguments Against Social

    Responsibility

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    Responsibility

    Social expenditures amount to theft of businessowners equity.

    Business lacks the ability to pursue social goals.

    Business would gain too much power if involvedin the social domain. (Social issues should beleft to those accountable to the voters.)

    Ethical Leadership By Example

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    Senior managers must be strongly committedto ethical conduct.

    Code of Ethics

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    A formalstatement of the company's valuesconcerning ethics and social issues.

    Principle-based:

    Designed to:

    Enable the employee tomake ethical decisions

    based on appropriate

    values

    e.g., treat people fairly ordont be dishonest

    Policy-based:

    Outline how to act in specific

    ethical situations(reducing the need forthinking or shared values):

    Conflicts of interest

    Proprietary information

    Political giftsEqual opportunities

    Organizational Structures to

    Promote Ethics

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    Promote Ethics

    Ethics committee = group appointed to monitorcompany ethics

    Hot lines- employees can report questionable

    behavior, possible fraud, waste, or abuse( i.e.,Blow the Whistle)

    Ethics training programs

    Whistle-Blowing

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    Definition:The disclosure by an

    employee of illegal,

    immoral, or

    illegitimate practicesby the organization.

    Guidelines:Be sure you are right (keepaccurate records)

    Try to resolve the situation in-house first

    Consult an attorney beforecontacting the media, etc.

    Realize you could be fired

    Dont expect to profit

    financially