Module 1 - MEBE
Module 1 - MEBE
Module 1 - MEBE
Module 1:
Corporate Governance and Ethics
Corporate governance and ethics are two interrelated concepts that play a crucial
role in shaping the behavior and decision-making processes within organizations.
The relationship between corporate governance and the importance of ethics is
fundamental to maintaining transparency, accountability, and sustainable business
practices.
Ethics is closely linked to transparency and accountability, two pillars of good
corporate governance.
An ethically governed organization is more likely to provide accurate and transparent
information to stakeholders.
CORPORATE GOVERNANCE
• Corporate Governance refers to the way a corporation is governed.
• It is the technique by which firms are directed and managed.
• It means carrying the business as per the shareholders’ desires.
• It is the interaction between various participants in shaping corporation’s
performance and the way it is proceeding towards.
CORPORATE GOVERNANCE
• Corporate Governance is the
application of best management practices,
compliance of law in true letter and spirit and
adherence to ethical standards for effective management and distribution of
wealth and discharge of social responsibility for sustainable development of
all stakeholders.
CORPORATE GOVERNANCE vs. MANAGEMENT
• “Corporate governance is different from management. Management runs the
enterprise. The board or governing body ensures that it is being run well and in the
right direction.”
• "If management is about running the business, governance is about seeing that it is
run properly." - Robert Ian Tricker
Corporate Governance - OECD definition
• CG is the system by which business corporations are directed and controlled.
• The CG structure specifies the distribution of rights and responsibilities among
different participants in the corporation, such as, the board, managers, shareholders
and other stakeholders and spells out the rules and procedures for making decisions
on corporate affairs.
• By doing this, it also provides the structure through which the company objectives
are set, and the means of attaining those objectives and monitoring performance.
Corporate Governance
• Corporate governance
o refers to the relationship among different aspects, namely
the board of directors, top management and shareholders in
determining the direction and performance of the corporation
Good Governance
• UNESCAP (the UN’s Economic and Social Commission for Asia and the Pacific)
summarizes good governance as “participatory, consensus oriented, accountable,
transparent, responsive, effective and efficient, equitable and inclusive and follows
the rule of law.”
• As a result, good governance:
o Minimizes the potential for corruption
o Increases inclusion and the ability to benefit from diverse thinking
o Reacts to the needs of society, both now and in the future
• The Good Governance Institute believes that “Good governance is not about
ownership, it is about stewardship” — that is, it’s about taking responsibility for an
organization’s ESG and related principles, like corporate social responsibility and
governance for a set time, ultimately leaving the organization in better shape than it
was when you were at the helm.
Structure of Corporate Governance
• Structure of CG provides a comprehensive framework to
o enhance accountability to shareholders and other stakeholders;
o ensure timely and accurate disclosures of all material matters,
o deal fairly with shareholders and other stakeholder interests, and
o maintain high standards of business ethics and integrity.
• It is specifically designed to enable HKEX to discharge its statutory duty of ensuring
an orderly, informed and fair market and of ensuring risks are managed prudently,
while pursuing its business objectives, which helps reinforce Hong Kong’s position as
an international financial centre.
Board of Directors
Board of Directors – is responsible for providing leadership, either directly or through
its committees, to HKEX and its subsidiaries (Group) in order to deliver long-term
value to shareholders and other stakeholders.
It also leads and supervises the Group’s management to act in the interest of the
public as well as its shareholders, but in case of conflict, the former shall prevail.
It establishes corporate policies, sets strategic direction, ensures that an effective
internal control environment is in place, and oversees the management which is
responsible for day-to-day operations.
The Board however recognizes that delegating its functions and authorities to its
committees and the management does not absolve its overall responsibility for the
sound governance of HKEX.
Board Committees
9 Board Committees – assist the Board in focusing on specific matters, fulfil their
roles and responsibilities delegated by the Board, report to the Board on decisions
and actions taken, monitor the management’s performance, and make any necessary
recommendations.
o Audit Committee
o Board Executive Committee
o Corporate Responsibility Committee
o Investment Committee
o Listing Operation Governance Committee
o Nomination and Governance Committee
o Remuneration Committee
o Risk Committee
o Risk Management Committee (statutory)
Board Committees
Company Secretary – is responsible for facilitating the Board process, as well as
communications among Board members, with our shareholders and the
management, and advising the Board and its committees on all governance matters.
International Advisory Council – comprises experts in economics, business,
technology and finance from around the world, acting as advisors to provide HKEX's
Board with expert insight and perspective.
Mainland China Advisory Group – comprises senior industry experts with deep China
market experience, acting as advisors to provide HKEX's Board with high-level views
on the economic outlook of Mainland China and other insights on Mainland China
development.
Management Committee – has delegated authority from the Board for performing
the day-to-day management functions of the business and implementing all projects
and initiatives as approved by the Board.
External auditor and Internal Audit Department – provide assurance on financial
reporting and/or internal controls to ensure accountability and audit quality.
Shareholders – elect their representatives as directors of HKEX (Directors) at general
meetings to oversee the Group’s business.
Other stakeholders – interact with the Group on daily operations.
o They include institutional investors, market regulators, government bodies,
listed/potential issuers and market intermediaries, Exchange/Clearing
Participants/Members, Information Vendors and market participants,
Mainland exchanges, overseas exchanges, investing public, media and
analysts, non-governmental organizations, industry associations, professional
bodies, market users, suppliers/business partners and employees.
MEANING OF BUSINESS
The term business refers to
an organization or enterprising entity
engaged in commercial, industrial, or professional activities.
The purpose of a business is to organize some sort of economic production (of goods
or services).
WHAT IS MEANT BY ETHICS?
An ethic is a moral principle or set of moral values held by an individual or a group.
Ethical behaviour is behaviour which is considered to be right and moral.
Business ethics are the values and principles which operate in the world of business. They
form the moral framework of the organisation.
DEFINITION OF BUSINESS ETHICS BY T.M. GARRETT
Business ethics is a study of the moral rightness or wrongness of the acts involved in the
production, distribution and exchange of economic goods and services.
WHAT ARE ETHICS?
Ethics: To know right from wrong and to know when you’re practicing one instead of
the other.
Acting ethically in business means more than simply obeying applicable laws and
regulations: It also means being:
Honest
Doing no harm to others
Competing fairly
Declining to put your own interests above those of your company, its owners,
and its workers.
MEANING OF BUSINESS ETHICS
Business ethics refers to implementing appropriate business policies and practices with
regard to arguably controversial subjects. Some issues that come up in a discussion of ethics
include corporate governance, insider trading, bribery, discrimination, social responsibility,
and fiduciary responsibilities.
TWO SIDES TO EVERY STORY
Companies often find it difficult to please all of its stakeholders, as they have
different interests.
Being ethical depends on an individual view of what is right and wrong. What might
be considered good behaviour to one individual, may seem bad to another.
Ultimately companies aim to make a profit and sometimes this can conflict with
acting in a responsible way.
Larger, global companies can often find it difficult to regulate their activities
in other countries.
NORMATIVE THEMES
Egoism
• contends that an act is morally right if and only if it best promotes an agent’s long-
term interests
• makes use of self-interest as the measuring rod for actions performed
• is equated with an individual’s personal interest but it is equally identified with the
interest of an organization or society
• intends to provide positive consequences to the party’s interest without considering
the consequence to the other parties.
• Philosophers distinguish between two kinds of egoism: personal and impersonal.
o Personal egoism: One should pursue his/her long-term interest and not
dictated what others should do.
o Impersonal egoism: Everyone should follow their best long-term interest.
UTILITARIANISM
Jeremy Benthan (1748–1832)
John Stuart Mill (1806–1873)
Utilitarian principle: An action is ethically right only if the sum total of utilities produced by
that act is greater than the sum total of utilities produced by any other act that could have
been performed in its place.
How it works?
KANTIAN ETHICS
Immanuel Kant (1724–1804)
This theory introduces an important humanistic dimension to business decisions, which is to
behave in the same way that one would wish to be treated under the same circumstances
and to always treat other people with dignity and respect.
NORMATIVE THEORIES OF BUSINESS ETHICS: CLASSIFICATION
• Stockholder Theory
• Stakeholder Theory
• Social Contract Theory
Stockholder Theory
• Expresses business relationship between stock owners and their managers running
the day-to-day business of the company.
• As per the theory, managers should pursue profit only by all legal, non-deceptive
means.
Stakeholder Theory
• This theory argues that a corporate’s success in the marketplace can best be assured
by catering to the interests of all its stakeholders (shareholders, customers,
employees, suppliers, management and the local community).
• This objective is achieved when corporations adopt policies that ensure an
optimal balance among all stakeholders.
Social Contract Theory
• This is based on the principles of “social contract”, wherein it is assumed that there is
an implicit agreement between the society and any created entity such as a business
unit, in which the society recognizes the existence of a condition that it will serve the
interest of the society in certain specified ways.
Values
• Values - enduring beliefs that a specific mode of conduct or end state of existence is
personally or socially preferable to an opposite or converse mode of conduct or end
state of existence
• Instrumental - values that represent the acceptable behaviours to be used in
achieving some end state
• Terminal - values that represent the goals to be achieved, or the end states of
existence
Work Values
• Achievement (career advancement)
• Concern for others (compassionate behaviour)
• Honesty (provision of accurate information)
• Fairness (impartiality)
Ethical Behaviour
• Ethical Behaviour - acting in ways consistent with one’s personal values and the
commonly held values of the organization and society.
Qualities Required for Ethical Decision-making
• The competence to identify ethical issues and evaluate the consequences of
alternative courses of action
• The self-confidence to seek out different opinions about the issue and decide what is
right in terms of a situation
• Tough-mindedness--the willingness to make decisions when all that needs to be
known cannot be known and when the ethical issue has no established,
unambiguous solution
Individual/Organizational Model of Ethical Behavior
Machiavellianism
A personality characteristic indicating one’s willingness to do whatever it takes to get
one’s own way
Values, Ethics & Ethical Behavior
• Value Systems - systems of beliefs that affect what the individual defines as right,
good, and fair
• Ethics - reflects the way values are acted out
• Ethical behaviour - actions consistent with one’s values
Ethics
• The system of rules that governs the ordering of values. Addresses such questions
as:
1. What are the meanings of the ethical concepts of good and right?
2. How can a person reach a conclusion about an ethical dilemma?
3. Do ethical dilemmas have answers that would be universally accepted as
right, proper, and appropriate?
• Universalism – States that individuals should uphold certain values, like honesty,
regardless of the results. The important values are the ones society needs to
function. (Rule based or deontological, an inherent ‘right’ apart from any
consequences.)
• Utilitarianism – States that the greatest good for society should be the overriding
concern of decision makers. (Consequential, or teleological) emphasizes the results
of behavior.)
• Justice Theories – State moral standards are based upon the primacy of a single
value, which is justice. Everyone should act to ensure a more equitable distribution
of benefits, for this promotes self-respect, essential for social cooperation.
• The Four Way Test
1. Is it the TRUTH?
2. Is if FAIR to all concerned?
3. Will it build GOODWILL and better friendships?
4. Will it be BENEFICIAL to all concerned?
Moral Reasoning
• The thinking processes involved in judgments about questions of right and wrong.
• Kohlberg’s work (’63, ’75, ’81):
o Divided moral development into three levels
• Pre-conventional
o Judgment based solely on a person’s own needs and perceptions
• Conventional
o Expectations of society and law are taken into account
• Post-Conventional
o Judgment based on abstract, personal principles not necessarily defined by
society’s laws.
Kohlberg’s Moral Dilemmas
• Hypothetical situations in which no choice is clearly and indisputably right.
The Heinz Dilemma
• A man’s wife is dying. There is one drug that could save her life, but it is very
expensive, and the druggist who invented it will not sell it at a price low enough for
the man to buy it. Finally, the man becomes desperate and considers stealing the
drug for his wife. What should he do and why?
Kohlberg’s Work
• Stage 1 (Pre conventional)
o Punishment-obedience orientation
Fear of authority and avoidance of punishment are reasons for
behaving morally.
• Stage 2 (Pre conventional)
o Personal reward orientation
Satisfying personal needs determines moral choice.
• Stage 3 (Conventional)
o Good boy-nice girl orientation
Maintaining the affection and approval of friends and relatives
motivates good behaviour
• Stage 4 (Conventional)
o Law and order/authority orientation
A duty to uphold rules and laws for their own sake justifies moral
conformity
• Stage 5 (Post conventional)
o Social contract orientation
We obey rules because they are necessary for social order, but rules
can be changed if there were better alternatives
• Stage 6 (Post conventional)
o Morality of individual principles and conscience
Behaviour which conforms to internal principles (justice and equality)
and may sometimes violate society’s rules.
Carol Gilligan - “In a Different Voice” (1977, 1981), Moral reasoning is delimited by “...two
moral perspectives that organize thinking in different ways.”
Men: define morality in terms of justice.
Women: less in terms of rights and more in terms of standards of responsibility and
care.
Gilligan’s Perspective:
Males = typically a justice/rights orientation
Females = care response orientation
Orientations arise form rational experiences of inequality and attachment
o Girls attached to and identify with mothers
o Boys attached to mothers and identify with fathers
Believes that:
That response orientation is of a higher order than justice rights orientation
Because Kohlberg’s theory is hierarchical with justice/rights the basis--women would
necessarily show a less reasoned perspective on his scales.
The two perspectives are not opposite ends of a continuum, “...with justice uncaring and
caring unjust...”, but rather, “...a different method of organizing the basic elements of moral
judgment: self, others, and the relationship between them.”
(Gilligan, 1987, p.22)
“One moral perspective dominates psychological thinking and is embedded in the most
widely used measures for measuring maturity of moral reasoning.”
C. Gilligan, 1987, p.22
Gilligan’s Theory
Based on two observational studies.
o Study One: 25 college students
o Study Two: 29 women considering abortion
“shift[s] the focus of attention from ways people reason about hypothetical
dilemmas to ways people construct moral conflicts and choice in their lives...and
[makes] it possible to see what experiences people define in moral terms, and to
explore the relationship between the understanding of moral problems and the
reasoning strategies used and the actions taken in attempting to solve them.”
Gilligan, 1987, p.21
Alternative Stage Sequence:
Three levels with transitional phases between each:
Level One: Complete concern for self (Individual Survival).
o Transitional Phase: From self to care and concern for others.
Level Two: Primary interest in the care of others (to gain their acceptance) (Self-
sacrifice and Social conformity).
o Transitional Phase: awareness of self-relative to developing relationships with
others: responsibility toward their care and needs.
Level Three: Nonviolence and universal caring.
o “Articulates an ethic of responsibility that focuses on the actual consequences of
choicer, the criterion of adequacy or moral principles changes from objective
truth to ‘best fit’, and can only be established within the context of the dilemma
itself.” (Murphy and Gilligan, 1980, p.83)
Good Points:
Concept of care giving and nurturing
Relationship of self to others, responsibility
Empathy
Effect on environment
Hawthorne Effect:
Subjects may try harder simply because they are in the control group.
Rosenthal Effect:
Researcher’s biases tend to sway the results to be what the researcher wants to find
“Rather than arguing over the extent to which sex bias is inherent in Kohlberg’s theory of
moral development, it might be more appropriate to ask why the myth that males are
more advanced in moral reasoning than females persists in light of such little evidence.”
(Walker, 1984, p.688)
Cognitive Moral Development
Cognitive Moral Development - The process of moving through stages of maturity in
terms of making ethical decisions.
o Level l – Premoral
o Level ll – Conventional
o Level lll - Principled
Contemplating an Ethical Decision