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The third source is statutory in nature, emanating from requirements such as those set forth in the Sentencing Guidelines of the U.S. Sentencing Commission.
Corporate governance is a more generic term that refers to the broad scope of responsibilities the board of directors and senior executives have to see that the organization functions in a legal and ethical manner. In this regard, corporate governance can refer to some or all of the organization’s legal, regulatory, financial, and ethical responsibilities. Lal Balkaran has referred to these responsibilities as crucial to fighting corruption within the organization, noting: “Good corporate governance, appropriate tone at the top, and sound controls are the three main tools at management’s disposal for accomplishing this goal.”5 While such frameworks are valuable in setting the appropriate tone for the organization and its operations, there will always be crucial issues of judgment involved. Kreuze, Luqmani, and Luqmani have commented on these considerations as follows:
Well-developed corporate codes of ethics help organizations foster ethical environments, deter unethical behavior, and cope with problems and ethical dilemmas. The codes establish the ground rules by which the organization operates and evaluates.
By its very nature, however, the zone of business ethics can be amorphous.
It can be pervaded by many shades of gray, even in environments that are quite similar. When the environments are clearly diverse, boilerplate codes of ethics will not be relevant or effective.6
Perhaps the only thing worse than not having an ethical framework that operates to guide the organization, its operations, and employees, is to have a paper program (i.e., a program that looks fine on the outside but has either no meaning in the daily life of the organization or is limited to only misdeeds by those at the bottom). Such programs are troublesome for a couple of reasons. First, they
are inherently unfair, telling employees what they cannot do in the name of organizational integrity, and then permitting higher-ups to do as they please. Employees are neither blind nor stupid and will quickly see through such an arrangement. Some will then be tempted to evade such guidance, or in their minds be justified in making their own decisions about which rules they will and will not follow in conducting their affairs.
Second, since the program is well crafted and often well publicized to both internal and external audiences, it may create a false impression of soundness when in reality it is anything but. Such appearances can be deceiving when relied on by customers, investors, or prospective employees who are evaluating their decisions to become associated with the entity. Stephen Burns takes an aggressive tack when he sets forth an anonymous but true account of one such organization and the consequences that flowed from following a paper program orientation:
If only on paper, corporate business ethics programs exist in most large international companies. Unfortunately, many of these efforts would have to be regarded as meaningless.
A real-world scenario reinforces this point: Every four years... employees gathered to hear canned speeches about the importance of ethical behavior. For 99 percent of those listening, the message was limited to “Don’t cheat on your expense account.” At the same time that the employees were receiving their every-fourth-year ethics lesson, top management was operating as it pleased, often at the expense of the stockholders. The corporation was eventually assessed two of the heaviest penalties ever levied by the U.S. federal government, one for tax evasion, and another for pollution.7
Many in the compliance community would take issue with Burns’ characterization that “many” large international companies have “meaningless” compliance or ethics programs, at least as of this writing five years after his article. Most organizations have sensed that it is in their best interests to have such programs, and many have made a good-faith effort to move in this direction. For example, the Ethics Officer Association (EOA) is devoted solely to supporting and improving the state of organizational ethics in the United States. Founded in 1992 by about one dozen ethics officers, the organization today has almost 800 members, including ethics officers from more than half of the Fortune 100. Other members include representatives from nonprofits and governmental entities. Foreign members are also welcome, and the EOA estimates that its members and the firms and organizations they represent affect the conduct of business to some degree in over 160 countries.
The EOA maintains relationships with the U.S. Sentencing Commission, the World Bank Group/World Bank Institute, the Ethics Resource Center, and the Center for Business Ethics at Bentley College, among others.8 Among its other activities, the EOA is exploring the development of a business conduct manage-