The document discusses several topics related to business ethics and governance:
1. It discusses failures of governance that contributed to the global financial crisis, including a lack of understanding of risk at board levels and remuneration strategies that encouraged inappropriate risk-taking.
2. It outlines some key drivers of ideas about ethical business practices, including OECD governance principles, statutes, governance codes and guidance, developments in practice, and stakeholder pressure.
3. It provides examples of governance codes and recommendations from reports that emphasize the importance of issues like diversity, accountability, transparency, and managing conflicts of interest.
Corporate Governance Definition and PracticeBolaji Okusaga
The recent failures of erstwhile strong institutions has thrown up the importance of Corporate Governance in the running of businesses and the drive for investments. This presentation attempts a basic definition the term and also x-rays practices and processes for sound corporate governance.
Corporate Governance Definition and PracticeBolaji Okusaga
The recent failures of erstwhile strong institutions has thrown up the importance of Corporate Governance in the running of businesses and the drive for investments. This presentation attempts a basic definition the term and also x-rays practices and processes for sound corporate governance.
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERSBibek Prajapati
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERS
FOR CS PROFESSONAL, CA,CMA, MBA
Stakeholder Concept
• Recognition of Stakeholder Concept In Law
• Stakeholder Engagement
• Stakeholder Analysis
• Types of Stakeholders
• Caux Round Table
• Clarkson Principle of Stakeholder Management
• Governance Paradigm and Stakeholders
• Stakeholders provide resources that are more or less critical to a firm’s long-term success. These resources may be both tangible and intangible. Shareholders, for example, supply capital; suppliers offer material resources or intangible knowledge; employees and managers grant expertise, leadership, and commitment; customers generate revenue and provide infrastructure; and the society builds its positive corporate images.
• A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interest of the company, its employees, the community and the environment.
• Stakeholder engagement leads to increased transparency, responsiveness, compliance, organizational learning, quality management, accountability and sustainability. Stakeholder engagement is a central feature of sustainability performance.
• Primary stakeholders are those whose continued association is absolutely necessary for a firm’s survival; these include employees, customers, investors, and shareholders, as well as the governments and communities that provide necessary infrastructure.
• Secondary stakeholders do not typically engage in transactions with a company and thus are not essential for its survival; these include the media, trade associations, and special interest groups.
• Customers are considered as the king to drive the market and they can sometimes exercise influence by consolidating their bargaining power in order to get lower prices.
• The lenders put a check and balance on the governance practices of an organization to ensure safety of their fund and as a societal responsibility.
• The organization which builds a mutually strong relationship with its vendors improves its overall performance in the marketplace.
• The society provides the desired climate for successful operation of a company business. If society turns against the company, then business lose its faith in the eyes of other stakeholders be it government or customer.
Are CEO's an Unmanaged Risk to the Organisation's they Steer?David Mallard
Are leaders, and the cultures they spawn, an unmanaged risk to the enterprises they steer? Research shows not
only the costs of failure to pay attention to business ethics
costs but the financial benefits of a focus on business ethics. Board reliance on good compliance policies
can only signal intent. The Board’s critical role in building organisational integrity involves four key activities.
A brief notes on ethical and corporate governance in Malaysia. There are theories on ethics, code of ethics by CIMA, the concept, purposes and aims of corporate governance together with a short discussion on different criminal activities that related with company.
Unit 1 Introduction to Corporate Governance
Unit 2 Theory of the Firm
Unit 3 Corporate Governance and the Role of Law
Unit 4 Corporate Governance Around the World
Unit 5 Board Composition and Control
Unit 6 CEO Compensation
Unit 7 International Governance
Unit 8 Overview of Corporate Governance Codes
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERSBibek Prajapati
CH -11 CORPORATE GOVERNANCE AND OTHER STAKEHOLDERS
FOR CS PROFESSONAL, CA,CMA, MBA
Stakeholder Concept
• Recognition of Stakeholder Concept In Law
• Stakeholder Engagement
• Stakeholder Analysis
• Types of Stakeholders
• Caux Round Table
• Clarkson Principle of Stakeholder Management
• Governance Paradigm and Stakeholders
• Stakeholders provide resources that are more or less critical to a firm’s long-term success. These resources may be both tangible and intangible. Shareholders, for example, supply capital; suppliers offer material resources or intangible knowledge; employees and managers grant expertise, leadership, and commitment; customers generate revenue and provide infrastructure; and the society builds its positive corporate images.
• A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interest of the company, its employees, the community and the environment.
• Stakeholder engagement leads to increased transparency, responsiveness, compliance, organizational learning, quality management, accountability and sustainability. Stakeholder engagement is a central feature of sustainability performance.
• Primary stakeholders are those whose continued association is absolutely necessary for a firm’s survival; these include employees, customers, investors, and shareholders, as well as the governments and communities that provide necessary infrastructure.
• Secondary stakeholders do not typically engage in transactions with a company and thus are not essential for its survival; these include the media, trade associations, and special interest groups.
• Customers are considered as the king to drive the market and they can sometimes exercise influence by consolidating their bargaining power in order to get lower prices.
• The lenders put a check and balance on the governance practices of an organization to ensure safety of their fund and as a societal responsibility.
• The organization which builds a mutually strong relationship with its vendors improves its overall performance in the marketplace.
• The society provides the desired climate for successful operation of a company business. If society turns against the company, then business lose its faith in the eyes of other stakeholders be it government or customer.
Are CEO's an Unmanaged Risk to the Organisation's they Steer?David Mallard
Are leaders, and the cultures they spawn, an unmanaged risk to the enterprises they steer? Research shows not
only the costs of failure to pay attention to business ethics
costs but the financial benefits of a focus on business ethics. Board reliance on good compliance policies
can only signal intent. The Board’s critical role in building organisational integrity involves four key activities.
A brief notes on ethical and corporate governance in Malaysia. There are theories on ethics, code of ethics by CIMA, the concept, purposes and aims of corporate governance together with a short discussion on different criminal activities that related with company.
Unit 1 Introduction to Corporate Governance
Unit 2 Theory of the Firm
Unit 3 Corporate Governance and the Role of Law
Unit 4 Corporate Governance Around the World
Unit 5 Board Composition and Control
Unit 6 CEO Compensation
Unit 7 International Governance
Unit 8 Overview of Corporate Governance Codes
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
How to implement a good corporate governance?Adam Greene CPA
The concept of corporate governance refers to a set of principles and standards that determine, on one hand, the design, integration, financial planning and operation of the governing bodies of companies .
financial leadershipETHICALC O N D U C TWHAT FINANC.docxvoversbyobersby
financial leadership'
ETHICAL
C O N D U C T
WHAT FINANCIAL EXECUTIVES
Do To LEAD
BY FREDERICK MILITELLO AND MICHAEL SCHWALBERG
T
oday's so-called "crisis" of
accountability or financial
integrity has been met with a
flurry of laws and regulations
designed to restore public confidence
in corporations. Likewise, many
financial institutions and some corpo-
rations seem to be trying to outdo one
another in announcing new policies
demonstrating their commitment to
integrity and ethical behavior.
Yet, a new Executive Report by the
Financial Executives Research Founda-
tion finds that the vast majority of cor-
porations and financial executives
express strong beliefs that ethical
behavior and financial integrity
remain the rule of the day. Rather than
believing that investor confidence can
be restored by external regulation,
they see the importance of "staying
the course" and "walking the walk" as
both the ethical gatekeeper and con-
science of their organizations.
In the study, Integrity-Based Finan-
cial Leadership and Ethical Behavior: A
Professional Response to Meeting the
Challenges and Responsibilities, finan-
cial executives from a wide range of
companies openly share thoughts,
insights and practices that relate to
the "crisis" of financial integrity.
While the findings are vast, and at
times controversial, two ideal por-
traits of ethical behavior emerged; the
"Ethically Intelligent Financial Execu-
tive" (EIFE) and the "Ethically Intelli-
gent Finance Organization" (EIFO).
The Ethically Intelligent
Financial Executive
He or she is aware of the multiple
pressures that may potentially
impinge upon the maintenance of
X, /
one's integrity, and is further aware of
the ubiquitous presence of ethical
dilemmas faced by leaders in daily
business life, and takes the time to
reflect upon these dilemmas.
George Boyadjis, EVP, CFO and
Treasurer of American TeleCare Inc.,
speaks for many in the study when he
observes, "So much of what we do is
driven by the creation of value
through increasing the speed of busi-
ness — shortening time to market,
accelerating growth rates, cutting
cycle times, etc. But, if we as financial
executives are truly focused on value
creation for the enterprise, then we
must also reflect on the ethics and
transparency of transactions and rela-
tionships."
The EIFE is a valued business part-
ner who actively assists the business-
es in planning, development and
T w o IDEAL PORTRAITS OF ETHICAL BEHAVIOR EMERGED FROM A NEW
REPORT BY THE FINANCIAL EXECUTIVES RESEARCH FOUNDATION: THE
"ETHICALLY INTELLIGENT FINANCIAL EXECUTIVE" (EIFE) A N D THE
"ETHICAL INTELLIGENT FirviANCE ORGANIZATION" ( E I F O ) .
www.fei.org January/February 2003 49
Arnold l-ldnish,
Executive Director, Finance and Chief
Accounting Officer, Eli Lilly and Co.
George Boyadjis,
EVP, CFO and Treasurer,
American TeleCare Inc,
Gary L. Ellis,
VP, Corporate Controller and Treasurer,
Medtronic Inc.
implementation of projects and goals,
and as the c ...
financial leadershipETHICALC O N D U C TWHAT FINANC.docxAKHIL969626
financial leadership'
ETHICAL
C O N D U C T
WHAT FINANCIAL EXECUTIVES
Do To LEAD
BY FREDERICK MILITELLO AND MICHAEL SCHWALBERG
T
oday's so-called "crisis" of
accountability or financial
integrity has been met with a
flurry of laws and regulations
designed to restore public confidence
in corporations. Likewise, many
financial institutions and some corpo-
rations seem to be trying to outdo one
another in announcing new policies
demonstrating their commitment to
integrity and ethical behavior.
Yet, a new Executive Report by the
Financial Executives Research Founda-
tion finds that the vast majority of cor-
porations and financial executives
express strong beliefs that ethical
behavior and financial integrity
remain the rule of the day. Rather than
believing that investor confidence can
be restored by external regulation,
they see the importance of "staying
the course" and "walking the walk" as
both the ethical gatekeeper and con-
science of their organizations.
In the study, Integrity-Based Finan-
cial Leadership and Ethical Behavior: A
Professional Response to Meeting the
Challenges and Responsibilities, finan-
cial executives from a wide range of
companies openly share thoughts,
insights and practices that relate to
the "crisis" of financial integrity.
While the findings are vast, and at
times controversial, two ideal por-
traits of ethical behavior emerged; the
"Ethically Intelligent Financial Execu-
tive" (EIFE) and the "Ethically Intelli-
gent Finance Organization" (EIFO).
The Ethically Intelligent
Financial Executive
He or she is aware of the multiple
pressures that may potentially
impinge upon the maintenance of
X, /
one's integrity, and is further aware of
the ubiquitous presence of ethical
dilemmas faced by leaders in daily
business life, and takes the time to
reflect upon these dilemmas.
George Boyadjis, EVP, CFO and
Treasurer of American TeleCare Inc.,
speaks for many in the study when he
observes, "So much of what we do is
driven by the creation of value
through increasing the speed of busi-
ness — shortening time to market,
accelerating growth rates, cutting
cycle times, etc. But, if we as financial
executives are truly focused on value
creation for the enterprise, then we
must also reflect on the ethics and
transparency of transactions and rela-
tionships."
The EIFE is a valued business part-
ner who actively assists the business-
es in planning, development and
T w o IDEAL PORTRAITS OF ETHICAL BEHAVIOR EMERGED FROM A NEW
REPORT BY THE FINANCIAL EXECUTIVES RESEARCH FOUNDATION: THE
"ETHICALLY INTELLIGENT FINANCIAL EXECUTIVE" (EIFE) A N D THE
"ETHICAL INTELLIGENT FirviANCE ORGANIZATION" ( E I F O ) .
www.fei.org January/February 2003 49
Arnold l-ldnish,
Executive Director, Finance and Chief
Accounting Officer, Eli Lilly and Co.
George Boyadjis,
EVP, CFO and Treasurer,
American TeleCare Inc,
Gary L. Ellis,
VP, Corporate Controller and Treasurer,
Medtronic Inc.
implementation of projects and goals,
and as the c ...
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
Marvin neemt je in deze presentatie mee in de voordelen van non-endemic advertising op retail media netwerken. Hij brengt ook de uitdagingen in beeld die de markt op dit moment heeft op het gebied van retail media voor niet-leveranciers.
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Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
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Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
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"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Improving profitability for small businessBen Wann
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RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
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2. 1. Start with some context.
2. What is considered to be the right way to run a business?
3. Some ethical choices at board level.
CONTEXT
All businesses need to balance risk and reward.
Business risk takes any number of forms – and are different for companies in different stages (start
up).
Other threats and challenges come from the external environment – law and regulations impose a
wide and growing range of compliance obligations.
These often require significant investment.
Businesses also increasingly aware of the interest that a wide group of stakeholders has.
Includes shareholders and regulators, consumers, media and general public.
Companies more conscious of relationship between their image in the market and consequential
consumer behavior, and of the implications of this relationship for their business prospects.
2
3. Let’s start with the global financial crisis that started in 2007.
The crisis amply demonstrated the effects of failing to reconcile the management of operational and
reputational risk with the pursuit of commercial profit.
Countless words have been written about what caused the crisis, and there are many different views
on this.
But one cause that few people do not agree with is that it was caused by a failure of governance in
banks.
Which is particularly concerning because many of those banks were institutions who were held us as
being models of governance in the years before the crash.
Expanding on “failure of governance” there is common agreement about what some of these failures
were.
3
4. One undeniable fact is that risk had not been addressed with sufficient respect or understanding by
the boards of financial institutions.
Governance processes and practices have also been criticized.
Remuneration strategies encouraging inappropriate risk taking.
Board appointment processes (“pale, male, stale”: susceptible to lack of challenge and “group think”).
4
5. What about business ethics?
Focus has been on governance processes and procedures and less about the “right way to do
business”, in terms of ethics and integrity.
All sorts of things have happened in response to the crisis – including new or increased taxes, various
regulations, banks being less willing to lend, economies contracting meaning there are fewer
contracts for companies to compete for.
In an attempt to reach their goals, keep up with their competitors or simply survive, companies face
various moral issues and may be tempted to “cut corners”.
For these reasons business ethics is becoming more and more important.
5
9. Survey of more than 1,200 senior executives and board members.
RML UNDERSTAND HOW RISKS INTERCONNECT & IMPACT BUSINESS
They are more likely to compile an aggregated view of risks when making decisions.
This gives them a clear and realistic understanding of operational issues and market opportunities.
RML HAVE A STRATEGIC UNDERSTANDING OF THEIR RISK APPETITE & ARE WILLING TO TAKE RISKS
Because they have a detailed understanding of risk, risk leaders are increasingly taking higher and
higher risks.
RML ARE MORE ALIGNED ACROSS BUSINESS UNITS
90% of RML say their risk management program is fully aligned or very aligned with their company’s
strategic planning process.
For non RML the figure is 36%.
This lends them great speed and agility in neutralizing threats and seizing opportunities.
RML APPLY MORE SOPHISTICATED TECHNIQUES
46% of RML spend more time calculating and preparing for risk than reacting to it, as compared with
21 percent of non-leaders.
RML also use a variety of tools, including identification and forecasting of emerging risks, horizon
scanning and early-warning indicators and building organizational resilience to risk.
9
11. There has been little discussion on what is ethically right in business.
However these discussions are increasing all the time.
So what is influencing ideas about what is ethically right to run a business?
Principles and practices of governance vary between countries and organisations but it is possible to
identify some key themes which are widely considered as being the “right way” to run a company.
I’d like to discuss a few of the drivers and sources for these ideas.
Namely:
1. OECD Principles of Corporate Governance
2. Statutes
3. Governance Codes & Guidance
4. Developments in Corporate Governance Practice
5. Stakeholder Pressure
11
12. Seen by many as international benchmark of governance.
First released in 1999.
Reviewed in 2004.
Currently being reviewed again.
Consultation period closed in January.
Include number of references to ethical elements core to corporate governance.
Six broad principles are supported by a number of explanatory points concerning:
• Ensuring the basis for an effective corporate governance framework
• The rights, equal treatment of and role of shareholders
• Disclosure and transparency
• The responsibilities of the board (see over)
12
13. “The interests of stakeholders” directly connects the board’s actions to their effect on employees,
shareholders, customers and other stakeholders.
13
14. Does not apply to:
1. Companies and institutions that are wholly owned by the Federal Government or a local government
2. Banks, finance companies, financial investment companies, money exchange companies, monetary
brokerage companies that are under the supervision of the Central Bank
3. Foreign companies that are listed in any of financial markets.
A Company shall approve the code of conduct along with other internal policies and principles in conformity with
the objectives and purposes of the Company and it shall adhere to applicable laws and regulations. These
rules shall apply to board members, directors, employees and the internal auditor in the course of
fulfillment of their duties. Companies shall apply an environmental and social policy towards the local
society.
January 2011
Chief Executive of the SCA noted that “occasional irregularities” are to be expected in local markets as
companies become accustomed to tighter ethical standards.
Common weaknesses include: conflicts of interest among executives; breaches of minority shareholder rights;
and insider dealing.
14
15. EU Directive requiring all listed companies to publish a corporate governance statement on a “comply
or explain” basis.
Some states went further and issued extra guidance or introduced provisions into law.
Number of countries introduced corporate governance codes for the first time.
Take different formats but contain many common themes and principles.
UAE Listed Companies: The corporate governance report is a report signed by the chairman of the
board of directors of a Company and is forwarded to the Authority on an annual basis or at request
during the accounting period covered in the report or for a subsequent period up to the publication
date of the annual report, which shall cover all information and details in the form issued by the
Authority, in particular: 1. requirements and principles of completion of corporate governance system
and approach of their application; 2. violations committed during the financial year, reflecting their
causes as well as the method of remedy and avoidance of future occurrence; and 3. method of
formation of the board of directors in terms of member classes, term of membership, means of
remuneration fixation as well as the remuneration of the general manager, executive director or chief
executive officer of the Company as appointed by the board of directors. The board of directors shall
make this report available to all the Company's shareholders a sufficient time prior to the general
assembly meeting.
15
16. Heidrick & Struggles study of European Corporate Governance: “A possible reason why many boards
are still found wanting is the fact that despite rigorous efforts to raise governance standards,
insufficient attention has been paid to the behavioral standards as opposed to the technical
challenges of the boardrooms”.
Allen & Overy study noted that a board evaluation may be an occasion to monitor behavioral rules.
EY survey in 2012 highlighted a number of good practices that have been copied between countries,
including: creation of a “lead director” where the roles of chairman and CEO are combined; increased
transparency in governance reporting; and a greater focus on compliance systems such as fraud
prevention and anti money laundering.
GT study found that one in twenty of the UK’s largest 350 companies chairmen now emphasise the
importance of company culture to effective governance. “Too early to call this a trend, but the role of
culture and ethical principles in cementing effective governance is gaining credence”.
Director’s Toolkit includes what may be the most detailed guide on what it might mean to behave
with integrity when carrying out the role of a director.
“Guidance on Board Effectiveness” is designed to be read alongside the UK Corporate Governance
Code. This was produced following the Walker Review, see quote on following page.
16
19. These five areas are:
- Core to the way that a business is overseen and directed.
- Have an ethical imperative
- Involve the discretion of the board
There are many other ethical issues faced by boards.
Drivers for boards’ attention to these practices may on the one hand be a desire to “do the right
thing” (to behave ethically for its own sake) and/or on the other hand be a conviction about their role
in improving business performance.
19
20. Some EU governance codes encourage gender diversity (UK, Austria, Belgium are just a few).
Empowering women for leadership positions is important for economic growth. There are studies
that support this.
Discussions in this area tend to focus more on the economic business case than the ethical issues
concerning equal treatment and equality.
Hawkamah Report (2013)
FOR GOVERNMENT TO CONSIDER
Introduce a quota for gender diversity; start with public sector boards, influence the private sector of
need to change. Of the 13 women who discussed this, four supported a quota, six would possibly
support some intervention, but three women were against it.
Limit the number of board directorships that one person can hold, and time-limit seats.
Allow foreigners to be NEDs of Emirati businesses to take advantage of diversity.
Require all new directors to take a corporate governance programme.
Mandate transparency of board membership.
Set up mechanisms to build and develop a pipeline of potential women directors.
Promote a list of qualified candidates to those appointing directors.
Privatise more public sector organisations to improve governance, which would thereby create more
director seats.
Continue to improve UAE education to best international standards.
Encourage more Emiratis to go into private sector careers.
Improve official maternity leave, give women a right to return to their posts within 12 months, and
rights to flexible working for mothers of young children.
RECOMMENDATIONS FOR EMPLOYERS
Set up talent management structures for women and men.
Increase training opportunities for women; set up formal mentoring schemes.
Train middle managers to stop stereotyping roles and genders, to remove blockage. Provide
confidential career counselling.
RECOMMENDATIONS FOR MEN
At work, stop stereotyping women and job roles, understand the lack of fairness in current systems,
and stop excluding women in the workgroup.
As fathers, bring up daughters and sons equally, sendboth overseas for postgraduateeducation. 20
22. Accountability encompasses a two pay process and there are many organisations that exert pressure
and influence and demand greater accountability. Also includes investment industry and relationship
with shareholders.
Poor shareholder engagement continues to be a concern in some countries. They should be
encouraged to engage more in corporate governance.
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23. Recognise executive directors have an inherent conflict but matters which might benefit them in their
executive role must be subordinated to the interests of the company as a whole.
Directors also have a conflict if they have a personal connection with any part of the business or
proposed transaction, or because of a role they hold outside the business. These interests must be
subordinated to the business.
When selecting directors should assess ethical acumen, by seeking responses to hypothetical conflicts
of interest.
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24. Transparent disclosure enables stakeholder to gain an informed and accurate view of the business
and the way it is doing business, negative points as well as positive. Reduces scope for unwelcome
facts to be hidden.
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29. • In practice ethical considerations involve legal requirements (criminal, contractual and civil
provisions); indisputable obligations such as the observance of various accepted, non-legal,
human and anti-discrimination rights; formal protocols (which may put indisputable obligations
within a company framework); and the behavior that might be expected by society (which may or
may not be covered in company CSR policies).
• Outside this we have nebulous area summed up as “doing the right thing”. Easy in personal life
but the dynamics of the business environment, including duty of loyalty owed by directors and
employees to company, onus to achieve our targets, competitive environment in which we
operate make it more difficult.
• Codes of ethics mostly describe behaviors required in certain circumstances, the better ones are
rooted in a set of values.
• But organisations do not have values, only the individuals within them do.
• So codes tend to reflect a consensus of values that certain people think they should have.
• And codes will be interpreted in different ways.
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30. 1. Board must understand the business case for high ethical standards and attention to integrity
risk, and recognise its oversight role in assuring that the organisation lives up to its values.
2. Find a champion to set up a board level ethics or corporate responsibility committee, or to assign
responsibility to an existing committee.
3. The oversight committee must clarify the objectives and scope of the ethics program and ensure
this aligns with the corporate purpose and strategy.
4. Don’t just endorse an external standard or copy another organisation. Find out what topics
employees require guidance on, be clear what issues are of concern to stakeholders and what
issues are material to the business activities.
5. Find out what others do.
6. Pilot a draft code.
7. How will the code be monitored? What are the key indicators / measures of an ethical culture for
your organisation?
8. Review on a periodic basis to take account of changes in the environment.
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31. 1. A bigger-than-life CEO/Chair can spell problems for a company. Hubris often clouds the rock-star CEO's judgment, exemplified by this
comment from a Silicon Valley CEO: "It is only illegal if you get caught." There's an old adage in business: " The seeds of destruction are
sown in the best of times." Bravado and machismo reign when all is going well, and can be taken to the extreme by an out-of-control,
rock-star CEO. As a corollary, much of the reputational damage to a company is done by the attempted cover-up of inappropriate
behavior by dysfunctional executives.
2. Conflicts of interest either undermine integrity or the perception of integrity. Directors should never waive company policy on conflicts,
which should all be managed by either eliminating or fully disclosing them as soon as they arise. Transparency is a strong defense against
problems such as excessive perks for senior executives and/or Board members, family members profiting from company relationships,
and loans to the management team.
3. Board members can become so highly specialized in their skills and experiences that they create silos and become unable to see the big
picture. This leaves analysis and proposed actions to special committees with little overall oversight—creating bureaucracy that leads to
trouble—e.g. we thought that the "special-committee-for special problems" was handling that, not our committee!
4. Excessive pressure/extremely leveraged compensation can encourage rule bending and rule breaking. Such pressures can't be modified by
simply saying "…and we want you to abide by our Code of Conduct as well!"
5. Intense loyalty—institutional or to a leader(s) — distorts transparency and integrity. In these circumstances, employees will defer to the
leader even when they know it's wrong or he/she is misguided. Such deference may also lead to the rationalization that effectiveness in
some areas atones for wrongdoing in others.
6. Board members should not ignore or excuse the CEO's conduct in his or her personal life. While unrelated to the operations of the
company, a CEO's personal misconduct does affect the corporation's reputation. One of the panelists described it this way: "An
extramarital affair involves lying to a spouse, one of the most important people in your life. What does that say about the character and
truthfulness of the person involved, and their willingness to lie to constituents?"
7. Speaking truth-to-power is never easy, but creating an environment that encourages everyone to be candid is the key to early discovery of
problems in an organization. Senior management's or the board's failure to speak or hear the hard truth creates an atmosphere of fear
and silence that can mask trouble until it's too late to take corrective action. Overcoming the social stigma of appearing stupid to question
the appropriateness of a complex proposal takes a degree of courage and/or an environment where questions and learning are valued.
8. Board members should act like owners, not caretakers. Many board members have no "skin in the game" and lack passion for and
commitment to the company. Corporate directors need to be leaders not shepherds. Board members' first responsibility is to protect the
interest of the shareholders of the organization. The most efficient way to align this responsibility is to have all board members hold stock
in the company and experience increases and decreases in its value attributed to the decisions they make directly, or those of
management that they oversee.
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