BGS Finals Cheatsheet
BGS Finals Cheatsheet
BGS Finals Cheatsheet
❏ LEGITIMACY: A condition that prevails when there is congruence between the organization’s activities and society’s expectations.
❏ LEGITIMATION: Legitimacy is a condition, legitimation is a dynamic process (where business must change if society’s norms and values change) by
which business seeks to perpetuate its acceptance
❏ MICRO LEVEL OF LEGITIMACY: refers to individual business firms achieving and maintaining legitimacy by conforming to societal expectations through (1) adapting its
methods of operating to conform to prevailing standards (i.e. stop door-to-door selling if public view as shoddy sales technique; (2) trying to
change public’s values/norms to conform to its own practices by advertising etc.; (3) an organization may identify itself with other
organizations/people/values/symbols with powerful legitimate base in society
❏ MACRO LEVEL OF LEGITIMACY: refers to corporate system - the totality of business enterprises
❏ FRAGILE MANDATE: A business’ legitimacy is constantly subject to ratification, must realize it exists because society gave it a right to.
❏ ROLES OF 4 MAJOR GROUPS (under shareholder-primacy model of corporate governance)
❏ CHARTER: Issued by the state, giving firms the right to exist, specifying corporate governance practices
❏ Shareholders: own stock in the firm, giving them ultimate control over the corporation as the firm’s owners. Generally, the no. of shares of
stock owned determines the degree of each shareholder’s right. (i.e. 100 shares = 100 votes)
❏ Board of directors: to govern and oversee the management of business. Purpose: ensure manager puts interest of shareholders first
❏ Management: group of individuals hired by the board to manage company on a daily basis
❏ Employees: hired to perform actual operational work (referring to non-managerial employees only)
❏ SEPARATION OF OWNERSHIP FROM CONTROL: as public corporations grew and stock ownership became widely dispersed, shareholders
(owners) become more distant from managers (incl. CEO). Problem with this: true authority, power and control rest with the group with most
concentrated interest at stake - management.
❏ NEED FOR BOARD INDEPENDENCE: (1) Inside director: has some sort of ties with the firm; are usually top executives (i.e. CEO, CFO, COO), representatives of major
shareholders/other stakeholders (i.e. labour unions). (2) Outside/Independent director: not an employee/stakeholder in the company, no ties with the company
❏ DUTIES & LIABILITIES OF DIRECTORS: (1) Fiduciary duties, (2) Duty of skill, care and diligence, (3) Statutory duties: imposed by statute (Companies Act), relate to matters
such as disclosure of directors’ interests, keeping accounting records, etc.
CHAPTER 7: Introduction to Business
Ethics Essentials
❏ ETHICS: Standards of conduct which
originate from some external group or
source. Study of what is good/evil,
right/wrong, just/unjust.
❏ MORALS: Standards of conduct that
originate within the individual.
Relates to principles of right and
wrong in behaviour.
❏ BUSINESS ETHICS: Concerned with
good and bad or right and wrong
behavior and practices that take place in
business
❏ DESCRIPTIVE ETHICS: Describing,
characterising, and studying the
morality of people, an organisation, a
culture or a society.
❏ NORMATIVE ETHICS: Supplying and
justifying a coherent moral system of
thinking and judging.
Public’s Interest In Business Ethics
❏
At an all-
time high,
spurred by
scandals.
❏ Opinion on
two levels:
(1) General
perception
of business
ethic &
(2) Specific
Ethics Principles
(1) UTILITARIANISM: Consequential principle. Teleological theory. Focuses on acts
that produce the greatest ratio of good to evil for everyone (greatest good for greatest number of people). If consequences are
good, action/decision considered good. (2) THE ENDS-MEANS ETHICS: When confronted with a decision involving an ethically
questionable act, ask whether there’s some overall good – such as survival of a business justifies cutting corners. (3) KANT’S CATEGORICAL IMPERATIVE: Duty-based
principle of ethics. Act such that action taken under circumstances could be universal law or rule of behaviour, aka act only on maxims that you’re willing to see
everyone follow. Second formulation: each person has dignity/moral worth, should never be used as means to another end. Third formulation: principle of autonomy
– no need external authority to determine the nature of the moral law, can discover for ourselves. (4) PRINCIPLE OF RIGHTS: Maintains that people have both moral
rights (important, justifiable claims or entitlements that can be inferred by reason from the study of human nature) and legal rights (protections and entitlements
conferred by law, governing authority has formalised it) that should be honored and respected. Focuses on examining and possibly protecting individual moral or
legal rights. A right can only be overridden by a more basic or important right. Principle of rights is morality from the POV of an individual, utilitarianism is for society.
Negative right is the right to be left alone. Positive right is the right to something. If a dilemma involves competing rights, either (1) eliminate conflict by reframing it,
or (2) decide what is “more right”. Recently, proliferation of rights claims has the potential to dilute or diminish
power 9of more legitimate rights. (5) PRINCIPLE OF JUSTICE: Consider what alternative promotes fair treatment of
people. Rawls’ Principles of Justice: (1) Liberty: Each person has an equal right to the most basic liberties
comparable with similar liberties for others. (2) Difference. Social and economic inequalities are arranged so that
they are both reasonably expected to be to everyone’s advantage and attached to positions and offices open to
all. (6) PRINCIPLE OF CARING: Focuses on a person as essentially relational/cooperative rather than individualistic.
Consistent with stakeholder theory in a cooperative/caring type of relationship (7) THE GOLDEN RULE: Ethic of
reciprocity. Accepted by most people, easy to understand, win-win, acts as a compass when one needs direction
(8) VIRTUE ETHICS: Focuses on individuals becoming imbued with virtues. Characteristics rather than rules for
correct behavior. (9) SERVANT LEADERSHIP: Focuses on serving others first, eg. employees, customers,
community. 10 key characteristics of servant leaders: listening, empathy, healing, persuasion, awareness,
foresight, conceptualisation, commitment to growth of people, stewardship, building community
Ethical Tests Approach
(1) Common Sense (2) One’s Best Self (3) Making Something Public – Disclosure Rule (4) Ventilation – expose
proposed action to others and get thoughts before acting. Works best if you ask people who don’t see things your
way (5) Purified Idea – when person with authority says/implies it’s appropriate (6) Big Four – greed, speed,
laziness, haziness (7) Gag Test. Can use several in combination
Managing Organisational Ethics
❏ Compliance vs Ethics Orientation: (1) Pure compliance focus could undermine ways/habits needed in ethics
thinking (2) Compliance can squeeze out ethics (3) False consciousness – accustomed to addressing issues
mechanically, rule-based
❏ 3 Key Elements Of Improving Ethics: (1) Ethical leadership – MOST IMPORTANT (2) Core ethical values (3)
Formal ethics program (includes written standards of conduct, ethics training, mechanisms to seek ethics
advice/info, methods for reporting misconduct anonymously, disciplinary measures for violators, inclusion of
ethical conduct in evaluation of employee performance)
❏ Effective Communication of Ethics Messages: Requires candor, fidelity, confidentiality
❏ Unrealistic expectations are a primary driver
❏ Codes of conduct as a way of establishing and communicating standards of behavior. Discipline anyone who
violates (many question business’ sincerity as they are unwilling to do so)
❏ Have ethics/sustainability audits (eg. fraud risk assessments) and corporate transparency
Behavioral Ethics Phenomena
❏ BOUNDED ETHICALITY: Even when managers aspire to be ethical, it’s difficult due to organisational
pressures
❏ CONFORMITY BIAS/SELF-SERVING BIAS/OVERCONFIDENCE BIAS
❏ FRAMING: Ethical judgments affected by how a question or issue is posed
❏ INCREMENTALISM: Predisposition towards slippery slope
❏ ROLE MORALITY: Use diff ethical standards as you move throughout diff roles in life
❏ MORAL EQUILIBRIUM: Ethical scoreboard
Structured Financial Products Findings & Bans SG’s central bank banned 10 financial institutions from selling structured products b/c they’d sold notes linked to
Lehman Brothers without ensuring staff were properly trained. Hong Leong Finance heaviest penalty (2 years). Thousands of investors lost money after buying risky
derivatives linked to Lehman that had been marketed as relatively safe alternatives to fixed deposits. Several of the firms didn’t provide their salespeople with accurate and
complete information about the notes/took insufficient steps to ensure staff were properly trained in its marketing and sales.
Sherron Watkins Had Whistle, But Blew It Sherron Watkins, vice-president of Enron, wrote a memo to Ken Lay raising “suspicions of accounting improprieties”. Lay met
with her for about an hour to discuss her concerns, she gave him additional information detailing her allegations, he said he’d investigate – he didn’t. Watkins kept her silence
publicly, and her job. Her actions provided cover for the Enron board – the fact she “warned” Lay presumes he knew nothing and needed to be warned. She blamed Skilling
and Fastow in front of Congress.
South Korea’s Whistleblowers (WBs) Sound Off At Their Own Risk South Koreans were calling a British number to sway an international phone poll to name Jeju
Island 1 of the new “7 wonders of nature”. On Jeju Island alone, government officials voted up to 2 million times a day on their office phones, generating $20.3 million in
phone bills. Mr Lee, union leader at SK’s main telephone company, heard from fellow workers that employers were handling the calls locally even though they charged South
Koreans millions for calling Britain. He blew the whistle, and KT (largest telecom company) suspended him for 2 months, transferred him out of Seoul, ultimately fired him
citing factors like sick leave without permission. Won his job back after 3 years, but then got punished with a pay cut. Shows broader issue of corruption in SK. Economic
growth is slowing as people demand higher standards from leaders and companies. Opposition calling for establishment of an independent agency to investigate graft among
senior public servants. New law bans public servants, schoolteachers, journalists from getting free meals worth more than $27 to prevent conflicts of interest. Prosecutors
increasingly examining conduct of corporate executives. In the past, military dictatorship spawned a rigid hierarchical office culture that made WB difficult as it was an act of
betrayal. Loyalty to organisations was prized. Now, empowering WBs crucial: govt encouraging tattling by camera-toting bounty hunters, collecting evidence of petty crimes as
well as serious infractions like bribery. Civic groups like the Horuragi Foundation are lobbying Parliament to extend coverage from current WB protection laws. Slow progress
due to broad political gridlock as well as entrenched attitudes towards WBs, esp. among govt and corporate executives who do whatever it takes to find an excuse to expel
them. In a survey of 42 WBs, 60% were fired after exposing corruption in their organisations. Suffered financial ruin, divorce, suicidal impulses, ostracisation, harassment with
defamation and other lawsuits. CASE STUDIES – 1992: lieutenant revealed vote-rigging in barracks during election, demoted to private and dishonourably discharged. 2003:
Red Cross revealed that tainted blood was shipped, reprimanded for “disorderly behaviour”. 2008: Samsung legal counsel KYC WBed. Found that chairman, LKH, kept 4.5T
won hidden under aides’ names, convicted of tax evasion. Samsung called KYC an “untrustworthy former employee”.
Encouraging Internal Whistleblowing in Organizations by Lilanthi Ravishank Time named WorldCom’s Cynthia Cooper and Enron’s Sherron Watkins as People of
the Year in 2002 (both internal whistleblowers). Terance Miethe, Peter Drucker: Whistleblowers are seen as a ‘snitch’ or ‘betrayer’ who are not loyal to the company; Frank
Serpico, Karen Silkwood: whistleblowers who are seen as ‘saviors’ who brought about important organizational change. Ralph Nader: Consumer advocate who views
whistleblowers as guardians of public accountability. Back then, whistleblowing was not common, loyalty to company was, problems were often concealed than solved (i.e.
tobacco case). [Unsuccessful case] Even where there was whistleblowing, it was not always heeded - In 1972, Thomas A. Robertson, Director of Development at Firestone
Tire, sent top mgmt a memo warning 500 tire inferior and subjected to belt-edge separation at high speeds. His warnings were ignored despite complaints from major
customers like General Motors → resulting in >41 deaths and hundreds of serious injuries; companies had to replace 3 million tires and spent millions in personal injury
lawsuits. A similar story occured at Firestone again in 2000. [Successful case] In 1968, A. Ernest Fitzgerald found a cost overrun of $2B for C-5A air transport program. The Air
Force dismissed him but he was reinstated through legal action but demoted because he was given ‘very low marks on loyalty’. Congress passed the Civil Service Reform Act
in 1978 to protect the rights of govt. Employees who reported wrongdoing; 1989, False Claims Act: govt. extended this protection to non-governmental employees.
Currently, all but 15 states provide whistleblower protection. With the enactment of the Sarbanes-Oxley Corporate Reform Act of 2002, internal and external whistleblower
protection has been extended to all employees in publicly traded companies for the first time. The provisions of Sarbanes-Oxley: (1) Make it illegal to "discharge, demote,
suspend, threaten, harass or in any manner discriminate against" whistleblowers; (2) Establish criminal penalties of up to 10 years for executives who retaliate against
whistleblowers; (3) Require board audit committees to establish procedures for hearing whistleblower complaints; (4) Allow the secretary of labor to order a company to
rehire a terminated employee with no court hearing; and (5) Give a whistleblower the right to a jury trial, bypassing months or years of administrative hearings. Barriers to a
successful internal whistleblowing program: (1) A lack of trust in the internal system; (2) Unwillingness of employees to be "snitches"; (3)Misguided union solidarity; (4)
Belief that management is not held to the same standard; (5) Fear of retaliation; (6) Fear of alienation from peers. Creating a whistleblowing culture: (1) Create a Policy: that
includes formal mechanisms for reporting violations and clear communications about the process of voicing concerns etc. ; (2) Clear communications about bans on
retaliation; (3) Get endorsement from top management: starting with CEO, top mgmt should demonstrate a strong commitment to encouraging whistleblowing, line
managers must continuously be trained to create an open-door policy regarding employee complaints; (4) Publicize the Organization’s commitment: in memos, newsletters,
speeches to company personnel → this shows mgmt is serious about whistleblowing; (5) Investigate and follow up: managers should investigate all allegations prompt and
thoroughly, and report origins and the investigation results to a higher authority; (6) Assess the Organization’s internal whistleblowing system: E.g. Sears conducts an annual
employee survey related to ethics. Some questions: Do you believe unethical issues are tolerated here? Do you know how to report an ethical issue?
Everlane Direct-to-consumer: A business model pioneered by Everlane who sold products online and cut out middleman retailers. Founded by Michael Preysman in 2010.
Objective: Offer high-quality clothes at lower prices sold online and provide ‘radical transparency’ (RT). RT means partnering with best, ethical factories globally, sourcing
only finest materials, sharing down to the true cost of every product, factory’s information etc. Preysman publicized costs of making Everlane shirts on Facebook, breaking
tradition from the unspoken protocol of keeping this information a trade secret. He notes that in “traditional retail”, designer shirts are marked up 8 times by the time it
reaches the customer and promised to be fairer by passing on cost savings of being an online-only store to the customer. In response to the Rana Plaza collapse in
Bangladesh in 2013, when more than 1,100 workers died in factories that supplied clothes to European and American retailers, Everlane posted videos and photos of the
workers and factories that they use for their production. Factories must allow videos and pictures taken at their facilities to do business with Everlane, must supply
information about workers’ dorm, including availability of hot water, heating, and air conditioning. All of this information reinforces Everlane’s commit- ment to radical
transparency, noted on their Web site byline as, “Know your factories. Know your costs. Always ask why.”. Rise in conscious consumerism driving many companies to
make serious changes to their global supply chains and increase their reputation as good corporate citizens. Some companies have chosen to be Fair Trade Certified.
Others choose to pursue a “slow fashion” trend that involves taking the time to source for organic materials and articles made by artisans and craftspeople worldwide,
viewing apparel as a more long-term investment. This trend sparked the annual “Fashion Revolution Day” to generate awareness of “slow fashion” and a call for
accountability through all steps in the clothes-making process. Everlane has not pursued certification or slow fashion but is committed to ethical production - Its focus is
on the ethical production process. It searches for factories certified by independent outside organizations (Preysman spends time with each factory’s owner to see if
he/she is a “decent human being”. In one instance, Everlane was trying to work with the supplier (who twice failed an independent audit) to raise its audit scores, rather
than simply cut ties with the organization, firstly because of a sense of ‘loyalty’ to the relationship and secondly, Everlane struggled to find good suppliers in China who
were willing to take on smaller companies - They rely on large, global buyers to recommend them to good suppliers. Everlane likes the ability to control costs and quality
in their current model so it is difficult to get suppliers who wants to be transparent. On the upside, since Everlane is relatively small, it has the opportunity to visit, vet and
negotiate with suppliers (i.e. will visit Chinese suppliers after Lunar New Year to get a sense of how many workers return to work after the holiday)
ESSAYS
Who do you think was most responsible for Enron’s demise? How did he/she cause the demise?
I believe that Kenneth Lay, Enron’s chairman, was the one most responsible for Enron’s demise. Even though there were other crooked leaders like Skilling,
Lou Pai, and Andrew Fastow, who all played a huge part in the enormous fraud, it was ultimately Ken Lay who allowed all of this to happen. Skilling
introduced mark-to-market accounting and hypothetical future value accounting allowing Enron to book profits it never made. He also introduced toxic
culture through the use of rank and yank performance reviews. Fastow created special purpose entities such as LJM to hide Enron’s massive debt from
investors, failing in his fiduciary duties as CFO. So although these individuals caused Enron’s demise as the imaginary profits and concealed debt caused
Enron to crash and burn, Ken Lay was the person responsible as he had the power to stop this playing out as chairman. He could fire these executives if he
wanted. In line with the board’s relationship with the CEO, whereby board’s main role is to monitor CEO performance and dismiss underperformers. But
Lay failed in fiduciary duties, b/c he ignored warning signs. Clear demonstration of his immoral management. Witnessed in several events, such as Valhalla
Scandal, hiring Jeffrey Skilling (unethical since Skilling huge risk-taker), willingness to create accounting irregularities. Lay also caused the demise through
his excessive focus on stock price. Had the power to set enterprise level moral focus for the company but focused on stock price instead of realistic
objectives. If we look at the ethics, economics and law venn diagram, Lay’s actions were neither profitable, legal or ethical. Many times where things
could have turned around for Enron if he did things differently.
In our case discussions some MNCs have been the targets of special interest groups. Briefly describe two such examples. What advice would you give in
dealing with the nonstop allegations of these groups?
Firstly, Nike. (Elaborate from Nike case). And also Coke. (Elaborate from Coke case). For Nike, I would recommend that they defend against such special
interest groups as they had already taken the necessary steps to meet society’s demands (Andrew Young, Knight’s initiatives). Shows they had engaged in
moral management by going above and beyond legal requirements of the host countries they operate in. Move toward ethical imperialism, (define). Yet
despite all this, the USAS continued to oppose Nike. So Nike should defend against them as they are a high threat low cooperation stakeholder (can state
stakeholder type here). Coke should also defend against CSE. Proven through research that their standards met EU, and India’s health ministry also
declared that beverages contained no pesticide. Coke also engaged in a PR campaign. Undertook steps to improve corporate legitimacy and became a
good corporate citizen, assuming social and political responsibilities such as clean water efforts that extend beyond legal requirements. But CSE refused to
budge (elaborate), and hence Coke should defend against them. It should continue to work with the media, remain a good corporate citizen, adapt to
cultural norms and continue to bridge the gap such as understanding that water is sacred to Indians. So even if CSE not appeased, other stakeholders will
eventually disregard them, causing them to lose legitimacy and Coke will win its battle against their allegations.