Corporate

Governance,
Business Ethics,
Risk Management
and Internal
Control

Learning Module
I. Course Code GBRIC202
II. Course Title Governance, Business Ethics, Risk Management & Internal
Control
III. Module Number 2
IV. Module Title Business Ethics and Risk Management
V. Overview of the This module demonstrate conformance with the IIA Code of
Module Ethics and examine the effectiveness of risk management within
STUDENT
processes of functions.
VI. Module Outcomes After studying the module, the student should be able to:
Name:
1. Conduct themselves in a respectable manner that upholds the
Student
honour,Number:
dignity and integrity of the accountancy profession by
adhering the code of professional ethics.
Program:
2. Apply critical thinking skills in problem solving decision
Section:
making.
3. Know
Home the importance of Risk Management in Corporate
Address:
Governance.
VII. General Instructions Email Address:
You must allot the necessary time to complete the lessons each
week. IfNumber:
Contact you choose not to complete the lesson using the schedule
provided, you must understand that it is your full responsibility to
complete them by the last day of completion. Time is of the
essence. The module is designed to assess student understanding
of the assigned lessons found within the associated content of the
midterm and final period of the course. The assessment part of the
module is composed of varied types of questions. You may see
true/false, traditional multiple choice, matching, multiple answer,
completion, and/or essay. Pay attention to the answer to the
assessment questions as you move through each lesson. After each
PROFESSOR
module you will be given a summative test. Your responses to the
assessment
Name: Eugenioparts of the module
S. Otic Jr. will be checked and recorded.
Because the assessment questions are available within the whole
Academic Department:
completion Department
period and because of Business
you can reference Education
the answers to
the questions
Email Address:within the content modules, we will not release the
eugeniootic@yahoo.com
answers within modules. However, your professors are happy to
discuss the assessments with you during their consultation time,
should you have any questions. You may work collaboratively.
This is independent work.

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Lesson 1: Business Ethics

Business ethics refers to standards of moral conduct, behavior and judgment in business. It
involves making the moral and right decisions while engaging in such business activities as
manufacturing and selling a product and providing a service to customers. Business ethics is an
area of corporate responsibility where business are legally bound and socially obligated to
conduct business in an ethical manner.

Lesson Objectives:
 Explain what business ethics is
 Discuss the purposes of business ethics
 Describe the scope and impact of business ethics on
a) The economy
b) Society
c) Environment
d) Business managers

Discussion: Purposes of Business Ethics

Main Purpose: the main purpose of business ethics is to help business and would-be business to
determine what business practices are right and what are wrong. Hopefully, they are going to use
this knowledge to guide them in making the right business decisions.

Special Purpose: there are other purposes which are corollary to the main purpose. These
purposes include the following:
1. To make businessmen realize that they cannot employ double standards to the actions of
other people and to their own actions.
2. To show businessmen that common practices which they have thought to be right
because they see other businessmen doing it, are really wrong.
3. To serve as a standard or ideal upon which business conduct should be based.

Scope and Impact of Business Ethics

Business ethics covers all conduct, behavior and judgment in business. This include the slightest
deviation from what is right to illegal and dishonest acts that are punishable by law. It involves
making the right choices while engaging in such business activities as manufacturing and selling
a product or selling and rendering a service.
Generally, actions that are not forbidden by law are ethical. In some cases, however, what is
legal (not forbidden by law) may be unethical. Business ethics therefore covers even acts that
may be legal but which are wrong because they violate ethical principles.

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Economic Impact – a business has an economic impact on society through the wages it pays to
its employees, the materials that it buys from their suppliers and the prices it charges its
customers. It would have a positive social impact on its employees if they are paid fair living
wages and benefits.

Social Impact – the social impact of corporate governance contributes to the ethical climate of
society. If business offer bribes to secure work or other benefits, engage in accounting fraud or
breach regulatory and legal limitations on their operations the ethics of society suffer.

Environmental Impact – Environmental protection is a key area of business influence on society.

Business that implement good environmental policies to use energy more efficiently, reduce
waste and in general lighten their environmental footprint can reduce their internal costs and
promote a positive image of their company.

Impact on Business Managers – the concepts end principles for the ethical conduct in business
are relegated to managers of the business enterprise. Thus, although the manager is expected to
act in the best interest of the business, he cannot be expected to act in a manner that is contrary to
the law or to his conscience.
In particular, a manager should:
 Acknowledge that his role is to serve the business enterprise and the community;
 Avoid all abuse of executive power for personal gain, advantage or prestige;
 Reveal the fact to his superior whenever his personal business of financial interests
conflict with those of the company;
 Be actively concerned with the difficulties and problems of subordinates, treat them
fairly and by example, lead them effectively, assuring to all the right of reasonable access
and appeal to superior;
 Fully evaluate the likely effects on employees and the community of the business plans
for the future before taking a final decision and
 Cooperate with his colleagues and not attempt to secure personal advantage of their
expense.

Summary of the Lesson:

1. Business ethics refers to standards of moral conduct, behavior and judgment in business.
It involves making the moral and right decisions while engaging in such business
activities as manufacturing and selling a product and providing a service to customers.

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 2. The main purpose of business ethics is to enable you to make responsible decisions.
Maintaining highly ethical behavior when running a business can provide benefits to all
your stakeholders.
3. Special purpose of business ethics will help you to manage a sustainable business.
4. Scope of business ethics covers all conduct, behavior and judgment in business.
5. There are four different impact of business ethics: Economic, social, environmental and
impact on business managers.

Enrichment Activities:
Answer the following questions.
1. What does business ethics means?
2. What is the main objective of observing ethical behavior in business?
3. Explain how business managers could act ethically.
4. Explain the economic impact of observing business ethics.
5. What is the impact of business ethics to the society in general?

Answer to the Enrichment Activities:

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Lesson 2: Common Unethical Practices of Business Establishments

Unethical problems in business ethics occur in many forms and types. The most common of
these unethical practices of business establishments are misrepresentation and over-persuasion.

Lesson Objectives:
 To familiarize yourself of the common unethical practices of business establishments
 Describe how direct misrepresentation is committed by business firms
 Describe how indirect misrepresentation is done by business firms
 Describe how over-persuasion becomes unethical
 Describe some unethical corporate practices

Discussion
Misrepresentation may be classified into two types: direct misrepresentation and indirect
misrepresentation.
Direct Misrepresentation – characterized by actively misrepresenting about the product or
customers. This includes:

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  Deceptive Packaging – takes many forms and is of many types. One type is the practice
of placing the product in containers of exaggerated sizes and misleading shapes to give
false impression of its actual contents.

 Misbranding or Mislabeling – is the practice of making false statement on the label of a

product or making its container similar to a well-known product for the purpose of
deceiving the customer as to the quality and/or quantity of a product being sold

 False or Misleading Advertisement – advertising serves a useful purpose if it conveys the

right information. It is the principal means by which people are informed about the
availability, nature and uses of old and new products.
Examples are:
a. Advertisement with pictures or statements that convey exaggerated impression
of the product’s reliability or quality.
b. Advertisement that claims that the product is the “fastest selling brand” or the
“product of the year”.
c. Advertisements using fictitious or obsolete testimonials.

 Adulteration – is the un ethical practice of debasing a pure or genuine commodity by

imitating or counterfeiting it, by adding something to increase its bulk or volume, or by
substituting an inferior product for a superior one for the purpose of profit or gain.

 Weight understatement or silent weighting – is short weighting, the mechanism of the

weighting scale is tampered with or something is unobtrusively attached to it so that the
scale registers more than the actual weight.

 Measurement understatement or shot measurement – in short measurement, the

measuring stick or standard is shorter than the real length or smaller in the volume than
the standard. This unethical practice is found in selling situation where the price of the
products depends on its length such as selling clothes or textiles, electric cords or wires or
on its volume such as selling rice by the sack.

 Quantity understatement or short numbering – in this unethical practice, the seller gives
the customer less than the number asked for or paid for.

Indirect Misrepresentation – characterized by omitting adverse or unfavorable information

about the product or service. Among the most common practices involving indirect
misrepresentation are caveat emptor, deliberate withholding of the information and business
ignorance.
 Caveat Emptor – is practice very common among salesmen. Translated, caveat emptor
means “let the buyer beware”. Under this concept, the seller is not obligated to reveal any
defect in the product or service he is selling. It is responsibility of customer to determine
for himself the defects of the product.

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 Caveat emptor is indirect misrepresentation and unethical because a seller is a witness for
the goods he is selling. He testifies to its nature, features, uses and qualities. As a witness,
it is his obligation to “tell the truth and nothing but the truth’ about his product.

 Deliberate withholding of information – following the argument that caveat emptor is

unethical, the deliberate withholding of significant information in a business transaction,
is also unethical. No business transaction is fair where one of the parties does not exactly
know what he is giving away or receiving in return.

 Passive Deception – business ignorance is passive deception because the businessman is

unable to provide the customer with the complete information that the latter needs to
make a fair decisions.

Over-persuasion – persuasion is the process of appealing to the emotions of a prospective

customer and urging him to buy an item of merchandise he needs. Persuasion is legitimate and
necessary in the selling of goods if it is done in the interest of a buyers such as persuading him to
get a hospitalization insurance policy.
1. Urging a customer to satisfy a low priority need for merchandise.
2. Playing upon intense emotional agitation to convince a person to buy.
3. Convincing a person to buy what he does not need just because he has the capacity or
money to do so.

CORPORATE ETHICS
Unethical Practices of Corporate Management
Practices of corporate management that involve ethical considerations may be classified into
two: practices of the board of directors and practices of executive officers. In many cases, the
practices may apply to both categories of corporate management and the only dividing line is in
the financial magnitude and implications of a particular corporate management practice.

Some Unethical Practices of the Board of Directors

1. Plain Graft – some of the board of directors help themselves to the earnings that
otherwise would go other stockholders. This is done by voting for themselves and the
executive officers huge per diems, large salaries, big bonuses that do not commensurate
to the value of their services.
2. Interlocking Directorship – it is often practiced by a person who holds directorial
positions in two or more corporation that do business with each other. This practice may
involve conflict of interest and can result to disloyal selling.

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 3. Insider trading – occurs when a broker or another person with access to confidential
information uses that information to trade in shares and securities of corporation, thus
giving him an unfair advantage over the other purchases of these securities.
4. Negligence of Duty – a more common failure of members of the Board of Directors than
breach of trust is neglect of duties when they fail to attend meeting regularly. It is only in
regular attendance that they can protect the right and interests of the stakeholders and
their non-attendance of board meeting could result to betrayal of trust of the parties of
elected them to their positions.
Some Unethical Practices of Executive Officers and Lower Level Managers
1. Claiming a Vacation trip to be a business trip.
2. Having employees do work unrelated to the business.
3. Loose or ineffective controls.
4. Unfair labor practices
5. Making false claims about losses to free themselves from paying the compensation and
benefits provided by law.
6. Making employees sign documents showing that they are receiving fully what they are
entitled to under the law when in fact they are only receiving a fraction of what they are
supposed to get.
7. Sexual harassment.
Some Unethical Practices of Employees
1. Conflicts of Interest – arises when an employee who is duty bound to protect and
promote the interests of his employer violates this obligation by getting himself into a
situation where his decision or actuation is influenced by what he can gain personally
from it rather than what his employer can gain from it.
2. Dishonesty – business ethics is not just limited to business attraction with outside parties.
It also covers employee-employer relationship, especially with respect to an employee’s
honesty as he carries out his assigned duties in the office.

Enrichment Activities
1. What are the two most common types of unethical practices of business establishments as
far as the products or customers are concerned?
2. Give and explain briefly at least three ways of directly misrepresenting products.
3. How is indirect misrepresentation of a product undertaken?
4. What does caveat emptor mean?
5. When does over-persuasion become unethical?

Answers to the enrichment activities.

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Lesson 3: Risk Management
Risk Management is the process of identifying, assessing and controlling threats to an
organization’s capital and earnings. These threats, or risks, could stem from a wide variety of

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sources, including financial uncertainty, legal liabilities, strategic management error, accidents
and natural disasters. IT security threats and data-related risks, and the risk management
strategies to alleviate them, have become a top priority for digitized companies. As a result, a
risk management plan increasingly includes companies’ processes for identifying and controlling
threats to its digital assets, including proprietary corporate data, a customer’s personally
identifiable information (PII) and intellectual property.
Every business and organization faces the risk of unexpected, harmful events that can
cost the company money or cause it to permanently close. Risk management allows
organizations to attempt to prepare for the unexpected by minimizing risks and extra costs before
they happen.

Lesson Objectives:
 Define risk management
 Explain briefly the basic principles of risk management
 Describe the elements of risk management
 Describe the steps in the risk management process

Discussion:
Importance
By implementing a risk management plan and considering the various potential risks or
events before they occur, an organization can save money and protect their future. This is
because a robust risk management plan will help a company establish procedures to avoid
potential threats, minimize their impact should they occur and cope with the results. This ability
to understand and control risk enables organizations to be more confident in their business
decisions. Furthermore, strong corporate governance principles that focus specifically on risk
management can help a company reach their goals.

Other important benefits of risk management include:

 Creates a safe and secure work environment for all staff and customers.
 Increases the stability of business operations while also decreasing legal liability.
 Provides protection from events that are detrimental to both the company and the
environment.
 Protects all involved people and assets from potential harm.
 Helps establish the organization's insurance needs in order to save on unnecessary
premiums.

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  The importance of combining risk management with patient safety has also been
revealed. In most hospitals and organizations, the risk management and patient safety
departments are separated; they incorporate different leadership, goals and scope.
However, some hospitals are recognizing that the ability to provide safe, high-quality
patient care is necessary to the protection of financial assets and, as a result, should be
incorporated with risk management.

In 2006, the Virginia Mason Medical Center in Seattle, Washington integrated their risk
management functions into their patient safety department, ultimately creating the Virginia
Mason Production System (VMPS) management methods. VMPS focuses on continuously
improving the patient safety system by increasing transparency in risk mitigation, disclosure and
reporting. Since implementing this new system, Virginia Mason has experienced a significant
reduction in hospital professional premiums and a large increase in the reporting culture.

Risk management strategies and processes

All risk management plans follow the same steps that combine to make up the overall risk
management process:

 Establish context. Understand the circumstances in which the rest of the process will
take place. The criteria that will be used to evaluate risk should also be established and
the structure of the analysis should be defined.
 Risk identification. The company identifies and defines potential risks that may
negatively influence a specific company process or project.
 Risk analysis. Once specific types of risk are identified, the company then determines
the odds of them occurring, as well as their consequences. The goal of risk analysis is to
further understand each specific instance of risk, and how it could influence the
company's projects and objectives.
 Risk assessment and evaluation. The risk is then further evaluated after determining the
risk's overall likelihood of occurrence combined with its overall consequence. The
company can then make decisions on whether the risk is acceptable and whether the
company is willing to take it on based on its risk appetite.
 Risk mitigation. During this step, companies assess their highest-ranked risks and
develop a plan to alleviate them using specific risk controls. These plans include risk
mitigation processes, risk prevention tactics and contingency plans in the event the risk
comes to fruition.

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  Risk monitoring. Part of the mitigation plan includes following up on both the risks and
the overall plan to continuously monitor and track new and existing risks. The overall
risk management process should also be reviewed and updated accordingly.
 Communicate and consult. Internal and external shareholders should be included in
communication and consultation at each appropriate step of the risk management process
and in regards to the process as a whole.

Risk management strategies should also attempt to answer the following questions:
1. What can go wrong? Consider both the workplace as a whole and individual work.
2. How will it affect the organization? Consider the probability of the event and whether it
will have a large or small impact.
3. What can be done? What steps can be taken to prevent the loss? What can be done
recover if a loss does occur?
4. If something happens, how will the organization pay for it?

Risk management approaches

After the company's specific risks are identified and the risk management process has
been implemented, there are several different strategies companies can take in regard to different
types of risk:
 Risk avoidance. While the complete elimination of all risk is rarely possible, a risk
avoidance strategy is designed to deflect as many threats as possible in order to avoid the
costly and disruptive consequences of a damaging event.
 Risk reduction. Companies are sometimes able to reduce the amount of damage certain
risks can have on company processes. This is achieved by adjusting certain aspects of an
overall project plan or company process, or by reducing its scope.
 Risk sharing. Sometimes, the consequences of a risk are shared, or distributed among
several of the project's participants or business departments. The risk could also be shared
with a third party, such as a vendor or business partner.
 Risk retaining. Sometimes, companies decide a risk is worth it from a business
standpoint, and decide to keep the risk and deal with any potential fallout. Companies
will often retain a certain level of risk if a project's anticipated profit is greater than the
costs of its potential risk.

Limitations
While risk management can be an extremely beneficial practice for organizations, its
limitations should also be considered. Many risk analysis techniques -- such as creating a model
or simulation -- require gathering large amounts of data. This extensive data collection can be
expensive and is not guaranteed to be reliable.

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 Furthermore, the use of data in decision making processes may have poor outcomes if
simple indicators are used to reflect the much more complex realities of the situation. Similarly,
adopting a decision throughout the whole project that was intended for one small aspect can lead
to unexpected results.
Another limitation is the lack of analysis expertise and time. Computer software
programs have been developed to simulate events that might have a negative impact on the
company. While cost effective, these complex programs require trained personnel with
comprehensive skills and knowledge in order to accurately understand the generated results.
Analyzing historical data to identify risks also requires highly trained personnel. These
individuals may not always be assigned to the project. Even if they are, there frequently is not
enough time to gather all their findings, thus resulting in conflicts.

Other limitations include:

 A false sense of stability. Value-at-risk measures focus on the past instead of the future.
Therefore, the longer things go smoothly, the better the situation looks. Unfortunately,
this makes a downturn more likely.
 The illusion of control. Risk models can give organizations the false belief that they can
quantify and regulate every potential risk. This may cause an organization to neglect the
possibility of novel or unexpected risks. Furthermore, there is no historical data for new
products, so there's no experience to base models on.
 Failure to see the big picture. It's difficult to see and understand the complete picture of
cumulative risk.
 Risk management is immature. An organization's risk management policies are
underdeveloped and lack the history to make accurate evaluations.

Risk management standards

Since the early 2000s, several industry and government bodies have expanded regulatory
compliance rules that scrutinize companies' risk management plans, policies and procedures. In
an increasing number of industries, boards of directors are required to review and report on the
adequacy of enterprise risk management processes. As a result, risk analysis, internal audits and
other means of risk assessment have become major components of business strategy.
Risk management standards have been developed by several organizations, including the
National Institute of Standards and Technology (NIST) and the International Organization for
Standardization (ISO). These standards are designed to help organizations identify specific
threats, assess unique vulnerabilities to determine their risk, identify ways to reduce these risks
and then implement risk reduction efforts according to organizational strategy.

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 The ISO 31000 principles, for example, provide frameworks for risk management
process improvements that can be used by companies, regardless of the organization's size or
target sector. The ISO 31000 is designed to "increase the likelihood of achieving objectives,
improve the identification of opportunities and threats, and effectively allocate and use resources
for risk treatment," according to the ISO website. Although ISO 31000 cannot be used for
certification purposes, it can help provide guidance for internal or external risk audit, and it
allows organizations to compare their risk management practices with the internationally
recognized benchmarks.

The ISO recommends the following target areas, or principles, should be part of the overall risk
management process:
 The process should create value for the organization.
 It should be an integral part of the overall organizational process.
 It should factor into the company's overall decision-making process.
 It must explicitly address any uncertainty.
 It should be systematic and structured.
 It should be based on the best available information.
 It should be tailored to the project.
 It must take into account human factors, including potential errors.
 It should be transparent and all-inclusive.
 It should be adaptable to change.
 It should be continuously monitored and improved upon.

The ISO standards and others like it have been developed worldwide to help
organizations systematically implement risk management best practices. The ultimate goal for
these standards is to establish common frameworks and processes to effectively implement risk
management strategies.
These standards are often recognized by international regulatory bodies, or by target
industry groups. They are also regularly supplemented and updated to reflect rapidly changing
sources of business risk. Although following these standards is usually voluntary, adherence may
be required by industry regulators or through business contracts.

Risk management examples

One example of risk management could be a business identifying the various risks
associated with opening a new location. They can mitigate risks by choosing locations with a lot
of foot traffic and low competition from similar businesses in the area.

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 Another example could be an outdoor amusement park that acknowledges their business
is completely weather-dependent. In order to alleviate the risk of a large financial hit whenever
there is a bad season, the park might choose to consistently spend low and build up cash
reserves.
Yet another example could be an investor buying stock in an exciting new company with
high valuation even though they know the stock could significantly drop. In this situation, risk
acceptance is displayed as the investor buys despite the threat, feeling the potential of the large
reward outweighs the risk.

Enrichment Activities:
1. What does Risk Management means?7
2. What are the four Risk Management Approaches? Explain each.
3. What is Quality Assurance and Improvement Program all about?
4. What are the following Risk Management strategies and processes?
5. Enumerate the steps in the ISO 31000 risk management process.

Answer to the Enrichment Activities:

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Assessment:
1. Explain how business managers could act ethically.
2. Explain the economic impact of observing business ethics.
3. What is “interlocking directorship” and why could it lead to unethical actions of a
member of the board of directors?
4. Distinguish between direct misrepresentation and indirect misrepresentation.
5. Insider trading is consider an unethical practice? Why?
6. What is Risk Management?
7. What is the basic approach in managing risk?
8. What are the elements of risk management process?
9. What are the basic principles of risk management?
10. Search and explain the Sarbanes Oxley Act of 2002.

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Reference:
Cabrera, Ma. Elenita B., (2018) Corporate Governance, Business Ethics, Risk Management and
Internal Control, Manila, Philippines GIC Enterprises & Co., Inc.

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