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Directors operate under state laws that impose fidciary duties on them to act in ____ ____, with ____ ____ and in the ____ ____ of the corporation and its shareholders.
- good faith
- reasonable care
- best interes
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Courts generally discuss three types of fiduciary obligations
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requires a director to avoid commiting...acts beyond the scope of the powers of a corporation as defined by its charter or the laws of the state of incorporation
obedience
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dicates that a director must act in good faith and must ont allow his personal interest to prevail over the interests of the corporation
loyalty
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requires a director to be diligent and prudent in managing the corporations afairs.
care
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The coporation is accountable legally to _____, and strategically to additional ______
shareholders, stakehoders
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the board of directors must take all stakeholder interests into account and make sure that they are built into the company's vision, mission, strategy, policies, codes, practices, compliance mechanisms, and feedback arrangements.
stakeholder-accountability oriented governance process (SAOG)
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Approprate _____ reinforced by ____ _____ must be given to management, and reinfoced by an ethical corporate culture.
guidance -- feedback mechanisms
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a company's ________ _______ role is to assess whether its policies are comprehensive and are being observed.
internal auditor's
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watches over the ethical culture and serves as the person to whom whistleblowers report anonymously.
Ethics Officer - Ombudsperson
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Beliefs motivate people to
act
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The actions of individual personnel are undestood collectively to be the
corporations behavior
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The identification, assessment, and ranking of stakeholder interests should develop a comprehensive _____ __ _____ for an organization
set of values
-
Hypernorms include
- honesty
- fairness
- compassion
- integrity
- predictability
- responsibility
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Culture where this value system comes from
Rights based; rights, justice, utility
North American
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Culture where this value system comes from
Duty Based: obligation to family
Sino-Confucian
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Culture where this value system comes from
Duty Based: Obligation to company
Japan
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Culture where this value system comes from
Duty Based- obligation to savior
middle east
-
Culture where this value system comes from
Personal rights
Europe
-
Culture where this value system comes from
Duty Basedly, religious values: obligation to fami
South America
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A corporation that has a code of conduct without supporting it in an ethical culture is simply engaging in
window dressing
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Threats to Good Governance & Accountability
- Misunderstanding Objectives & Fiduciary Duty
- Failure to Identify & Manage Ethics Risks
- Conflicts of Interest
-
Frequently employees are tempted to cut etchical corners and they have done so because they believed
- their top management wanted them to
- they were ordered to do so
- they were encouraged to do so by misguided or manipulatable inventive programs
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Recognition of the increasing complexity colatility and risk inherent in modern corporate interes and operations has led to requirements for
- risk identifaction
- assesment
- managment systems
-
Normal definitions of risk are too narrow for stakeholder-oriented accountability and governance
an ethics risk exists where the expectations of stakeholder may not be met
discovery and remediation are essential in order to avoid a crisis or the loss of support of stakeholders
assign responsibility, develop annual precesses, board review
Ethics risk management principles
-
occurs when the independent judgement of a person is swayed or might be swayed from making decision in the best interest of thers who are relying on that judgment.
Conflict of interest
-
is expected to make judgements in the best interest of the company
executive or employee
-
is legally expected to make judgements in the best interest of the company and its sharehodlers, and do do so strategically so that no harm and perhaps some benefit will come to other stakeholders and public interest
director
-
expected to make judgments that are in the public interest
public accountant
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A decision maker has a conflict of interest if and olnly if
- 1. D is in a relationship with another P requiring D to exercise judgement on P's behalf and
- 2. D has a special interest tending to interfere ith the proper exercise of judgement in that relationship
-
any interest, influence, loyalty, concern, emotion, or other feature tending to make judgement less relable than normal
judgement might be swayed if
-
Causes of conflicting self interest
Bribes, kickbacks, family, designess, gifts, free travel, favors, special advantages, special treatment, dealings with family relatives or relations
self interest
-
Causes of conflicting self interest
misappropriation of funds of property, cheating on expense accounts, falisifying documents, stealing cash, assets, or resources, falsifying resluts to obtain bonuses, merit pay or promotion
fraud
-
Causes of conflicting self interest confused signals or incentives, boss/everybody's doing it, cultural differences
misunderstanding
-
Causes of conflicting self interest
whee a small favor leads to ever larger demands
slippery slope
-
D is not yet in a situation in which D must make that dugement
a potential conflict of interest
-
D is in a situation in which d must make that judgement
actual conflict of interest
-
no conflict of interest exists, although as a result of lack of informaiton someone other than D owuld be justified in concluding that D does have one
apparent conflict of interest
-
To remedy the concerns over a conflict of interest
- avoidance
- disclosue to those stakeholders relying on the decision
- managment of the conflict of interest so that the benefits of the judgment made outweigh the costs
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Guidelines for acceptance of gifts or prefential treatemtn (7)
- Is it nominal or substantial
- what is the intended purpose
- what are the circumstances
- what is the position of sensitivity of the recipient
- what is the accepted practice
- what is the firm/company policy
- is it legal
-
describes those measures and methods that would prevent the transimission of client information from on part of an organization or consortium to another
chinese wall or firewall
-
forensic experts indicate that the general population can be divided into three groups
- 20% would never commit a fraud
- 60% would commit a fraud if the chance of getting caught was low
- 20% would seek to commit a fraud regardless of the circumstances
-
stands for circumstances that account for motication of illicit behavior-
- G- Greed
- O- Opportunity to take advantage
- N- Need for whatever is taken
- E- Expectation of being caught is low
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