Abstract
Several recent studies and initiatives have emphasized the importance of a strong ethical organizational DNA (ODNA) to create and promote an effective corporate governance culture of trust, integrity and intellectual honesty. This paper highlights the drawbacks of an excessively heavy reliance on rules-based approaches that increase the cost of doing business, overshadow essential elements of good corporate governance, create a culture of dependency, and can result in legal absolutism. The paper makes the case that the way forward for effective corporate governance is to strike an optimal balance between rules-based and principles-based approaches. The recent corporate scandals have demonstrated that the ethical ODNA is critical to the driving force and basis of legal and regulatory requirements. Effective governance means adhering to ethical principles, not merely complying with rules, and is a crucial guardian of a firm’s reputation and integrity. It is through an effective corporate governance program (that is, one that optimally captures and integrates the appropriate aspects of rules-based and principles-based approaches, and identifies and assesses the related risks) that an organization can reconfigure its ODNA for improved performance. Focusing on the ethical ODNA as the basis of new governance measures provides an opportunity to develop a competitive advantage as it represents a potential source of differentiation, strengthens the relationship with all stakeholders of the organization by building a culture of trust and integrity, and re-instills investor confidence. This paper employs dialectical reasoning that links the ODNA through principles-driven rules in developing a risks-based approach. A comparison from a risk assessment perspective between rules-based and principles-based approaches is presented. Although there have been few applications employing dialectical reasoning in business research, this methodology can be extremely useful in isolating ethical issues and integrating them into the business process. The risks-based approach captures the benefits of both rules-based and principles-based approaches, and incorporates trust-based principles such␣as solidarity, subsidiarity and covenantal relationships.
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Aguirre, D., L. Howell, D. Kletter and G. Neilson: 2005, A Global Check-Up: Diagnosing the Health of Today’s Organizations, Booz Allen Hamilton, Inc
Arjoon S. (2005a) A Communitarian Model of Business: A Natural Law Perspective. Journal of Markets and Morality 8(2):455–478
Arjoon S. (2005b) Corporate Governance: An Ethical Perspective. Journal of Business Ethics 61:343–352
Arjoon, S. and Gopaul J. (2003) Ethical Orientation of Future Managers: The Case of Trinidad. Social and Economic Studies 52(1):99–117
Arnott R. (2004) Ethics and Unintended Consequences. Financial Analysts Journal 60(3):6–8
Audi, R. (ed.): 1995, The Cambridge Dictionary of Philosophy (Cambridge University Press)
Berenbeim, R.: 2004, ‘Corporate Governance. Vital Speeches of the Day’, Nov. 15 71(3), 87–89
Blitz, J.: 2005, ‘Attack by Blair on US-Style Red Tape,’ Financial Times, Friday, May 27, pp. 1–3
Buck T., Shahrim A. (2005) The Translation of Corporate Governance Changes Across National Cultures: The Case of Germany. Journal of International Business Studies 36(1):42–61
Caldwell C., Karri R. (2005) Organizational Governance and Ethical Systems: A Covenantal Approach to Build Trust. Journal of Business Ethics 58:249–259
Castellani J. (2004) View From The Top. Journal of Accountancy 198(1):19–21
Deal T., Kennedy A. (1982) Corporate Cultures: The Rites and Rituals of Corporate Life. Addison-Wesley, Mass
Deloitte and Touche: 2003, “Ethics and Corporate Compliance: The Advantages of a Values-Based Appro- ach,” May, http://www.deloitte.com/us/corpgov
Driscoll D., Hoffman W. (2000) Ethics Matters: How To Implement Values-Driven Management. Center for Business Ethics, Bentley College, Massachusetts
Ethics Resource Center: 2005, ‘How Employees View Ethics In Their Organizations: 1994–1995,’ National Business Ethics Survey
Felton, R. and P. Fritz: 2005, ‘The View from the Boardroom,’ McKinsey Quarterly, Special Edition: Value and Performance
Financial Times: 2004, ‘The Unexpected Cost of Corporate Virtue: Companies are Suffering from Questionnaire Fatigue,’ The Financial Times Limited, London, Edition 1, April 5
Fort, T.: 2001, Business as Mediating Institution, Ruffin Series in Business (Oxford University Press)
Freeman, E.: 1994, ‘The Politics of Stakeholder Theory: Some Future Directions’, Business Ethics Quarterly 4, 409–422
Gebler D. (2005) Is Your Culture a Risk Factor? Working Values Ltd., Massachusetts
Gentile, M.: 2005, ‘Business Ethics a Priority for Management Schools,’ Economic Perspectives, February, http://www.usinfo.state.gov/journals/ites/0205/ijee/ijee0205.htm
Gorelick, J.: 2004, ‘Keepers of the Corporate Conscience: The Role of the Board in Ethical Oversight,’ Presented at the Center for Business Ethics, Ragtheon Lectureship in Business Ethics, October 14, Bentley College, Massachusetts
Greenfield W. (2004) Attention to People and Principles is Key to Corporate Governance and Ethics. Employment Relations Today 30(4):6–10
Grojean M., Resick C., Dickson M., Brent-Smith D. (2004) Leaders, Values and Organizational Climate: Examining Leadership Strategies for Establishing an Organizational Climate Regarding Ethics. Journal of Business Ethics 55(3):223–241
Guinn D. (2000) Corporate Compliance and Integrity Programs: The Uneasy Alliance Between Law and Ethics. HEC Forum 12(4):292–302
Head, G.: 2005, ‘Why Link Risk Management and Ethics,’ American Institute for CPCU, February
Higgins T. (1958) Man as Man: The Science and Art of Ethics. Tan Book and Publishers, Illinois
Holmstrom, B. and S. Kaplan: 2003, ‘The State of US Corporate Governance: What’s Right and What’s Wrong?’ September, ECGE Finance Working Paper No. 23, 2003
Holst S. (2005) Sarbanes–Oxley, Year Two: The Glass is Half Full, Risk Management 52(3):41–42
Hould, V.: 2005, ‘Company Face Crackdown on Tax,’ Financial Times, Friday, May 27, pp. 2
Howard R. (1985) Brave New Workplace. Viking Penguin, New York
Jackman D. (2004) Does Regulation Make It Worse? Journal of Financial Regulation and Compliance 12(2):106–110
Jackson R. (2004) Principles versus Rules. The Internal Auditor 61(5):56–61
Jennings M. (2000) Professional Responsibilities, Ethics and the Law in Ethical Issues for Today’s Firm, AIMR, Charlottesville, VA
Johnson, K.: 2004, ‘Next Steps: Designing an Outcomes-based Ethics and Compliance Program Evaluation,’ in Business Ethics: A Manual on Managing the Responsible Business in Emerging Market Economics, Department of Commerce, Washington, DC
Kelly, J.: 2004, ‘Solidarity and Subsidiarity: Organizing Principles for Corporate Moral Leadership in The New Global Economy’, Journal of Business Ethics, 52, 283–295
Kenney, R. and N. Nielsen: 2005, ‘A Business Perspective on Corporate Governance,” Economic Perspectives, February, http://www.usinfo.state.gov/journals /ites/0205/ijee/ijee0205.htm
Kleining, J. (1999) The Ethics of Policing. Cambridge University Press, UK
Larcker, D., S. Richardson, and I. Tuna: 2005, ‘Ratings Add Fire to the Governance Debate,’ FT Mastering Corporate Governance, Friday, May 27, pp. 6–8
Lesley K., Lacey R. (2004) A Matter of Trust. Forbes 174(8):67–70
Liebesman S. (2005) Compliance and Ethics Group Formed. Quality Progress 38(3):72–73
Lorsch, J.: 2005, ‘Building Better Boards by Design,’ FT Mastering Corporate Governance, Friday, May 27, pp.␣2–3
Lorsch J. (1986) Managing Culture: The Invisible Barrier to Strategic Change. California Management Review, Winter
Maitland, A.: 2005, ‘Leading Companies Faulted on Ethics Training,’ National News Business and Economy, February 23, Wednesday, Edition 2, London
Marnet, O. (2005) Behavior and Rationality in Corporate Governance. Journal of Economic Issues 39(3):613–632
Mayer D. (2004) Fort’s Business as Mediating Institution – A Holistic View of Corporate Governance and Ethics. American Business Law Journal 41(4):595–619, Summer
McKee, J.: 2004, “Boardroom Ethics Developing a Culture,” The Director, August, Profile Publishing Limited, http://www.document?_m=a29680c9f645 7e7b40a3046f34785cce_docnum=24fwchp=dGLbVlb-zSkV3/9/2005
Moules, J.: 2004, ‘Large Business Make Gains with Combined Governance Code,’ National News Business and Economy, Edition 1, December 2, Thursday, London
Neilson, G. and B. Pasternak: 2005, ‘Results: Keep What’s Good, Fix What’s Wrong, and Unlock Great Performance,’ Crown Business
Nemerson, V.: 2005, Temptation Island: Managing Effective Compliance and Ethics Programs, Whitepaper, Constangy, Brooks and Smith, LLC
Nolan, S.: 2003, ‘Calculating the Cost of Sarbanes–Oxley Compliance,’ Ziff Davis Medium Inc, http://www.baselinemag.com/print-article/03668,a=48956,oo.asp
O’Reilley, C.: 1989, ‘Corporations, Culture, and Commitment: Motivation and Social Control in Organization,’ California Management Review, Summer
Orlitzky, M., F. Schmidt and S. Rynes: 2003, ‘Corporate Social and Financial Performance: A Meta-Analysis,’ Organizational Studies, May–June, pp. 403–441
Paine L. (1994) Managing for Organizational Integrity. Harvard Business Review 72(2):06–117, March/April
Paredes T. (2004) A System Approach To Corporate Governance Reform: Why Imparting U.S. Corporate Law Isn’t The Answer. William and Mary Law Review 45(3):155–157
Pascale, R.: 1985, ‘The Paradox of Corporate Culture: Reconciling Ourselves to Socialization,’ California Management Review, Summer
Petra S. (2005) Do Outside Independent Directors Strengthen Corporate Boards? Corporate Governance 5(1):55–64
Price A., Kowalski B. (2004) Ethical Obligations Under the New Approach to Sentencing Guidelines. The Georgetown Journal of Legal Ethics 17(4):929–946
PR Newswire: 2005, The Importance of Corporate Responsibility, February 10, Thursday
PR Newswire: 2002, Corporate Culture Can Prevent Ethical Crises and Boast Profits, September 4, http://www. findarticles.com/cf_dls/m4PRN/2002_Sept_4/91043877/print.jhtml
Richman, L.: 2005, ‘Compliance and Ethics Programs Under the Federal Sentencing Guidelines After the Supreme Court Booker Decision,’ Wall Street Lawyer, March, pp. 12–16
Rusaw A. (2000) Uncovering Training Resistance: A Critical Theory Perspective. Journal of Organizational Change Management 13(3):249–264
Ruvigny R., Turner R., Burke S. (2000) Reinforcing Ethics by Statute in the UK: A New Regulatory Era. Perspectives 2:22–27
Sama L., Shoaf V. (2005) Reconciling Rules and Principles: An Ethics-Based Approach to Corporate Governance. Journal of Business Ethics 58(1–3):177–185
Saner, M.: 2004, Ethics Codes Revisited: A New Focus on Outcomes, Policy Brief No. 20 (Institute on Governance, Canada)
Sayther-Cunningham, C.: 2004, Enterprise Risk Management: The COSO Framework, Article 866 (Ethics Resource Center, Washington, DC), December
Schwartz M., Dunfee T., Kline M. (2005) Tone at the Top: An Ethics Code for Directors? Journal of Business Ethics 58:79–100
Securities Week: 2004, Expert Board Tips for Assessing CEO Integrity Include Choices on Simple Issues in Gray Areas, September 13, The McGraw-Hill Companies
Seglin J. (2000) The Good, The Bad and Your Business: Choosing Right When Ethical Dilemmas Pull You Apart. John Wiley & Sons, Inc., New York
Seglin, J.: 2002, ‘An Ethics Code Can’t Replace a Backbone,’ The New York Times, April
Stanford J. (2004) Curing The Ethical Malaise In Corporate America: Organizational Structure as the Antidote. Advanced Management Journal 69(3):14–21
Stewart D. (1996) Business Ethics. McGraw-Hill, New York
Swinson, C.: 2004, ‘Business and the Moral Maze,’ Accountancy Magazine, December
Teller, H.: 2004, ‘Executives Learning to Live with Governance Reform,’ PR Week (US), Haymarket Publishing Services Ltd, November 29
Tinkler H. (2005) Ethics in Business. Vital Speeches of the Day 71(6):170–174
Trevino L., Brown M. (2004) Managing To Be Ethical: Debunking Five Business Ethics Myths. Academy of Management Executives 18(2):69–81
Trevino L., Weaver G., Gibson D., Toffler B. (1999) Managing Ethics and Legal Compliance: What Works and What Hurts. California Management Review 41(2):131–151
Trevino L., Nelson K. (1999) Managing Business Ethics: Straight Talk about How to do it Right. 2nd ed. John Wiley and Sons, New York
Verschoor, C.: 2005, ‘Organizational DNA Should Contain Ethics Component’, February, Strategic Finance 86(8), 19–21
Verschoor, C.: 2004a, ‘Does Superior Governance Still Lead to Better Financial Performance’, Strategic Finance, October 86(4), 13–14
Verschoor, C.: 2004b, ‘Can Organizational DNA Exclude Ethics?’ Strategic Finance, September 86(3), 19–21
Verschoor, C.: 2004c, ‘Integrity is a Strategy for Performance’, Strategic Finance, July 86(1), 15–17
Wallenberg, J.: 2004, ‘Achieving 3C5 is no Mean Feat – Conformance, Competition and Culture are the Key to Good Corporate Governance,’ The Banker, July 1, Financial Times Business Limited
Weaver G., Trevino L., Cochrane P. (1999) Corporate Ethics Practices in the Mid 1990’s: An Empirical Study of the Fortune 1000. Journal of Business Ethics 18:283–294
Wee, H.: 2002, ‘Corporate Ethics: Right Makes Might,’ Business Week, April 11
Werhane, P. and E. Freeman: 1998, Encyclopedic Dictionary of Business Ethics, Blackwell
West-Burnham J. (1997) Leadership for Learning – Re-engineering Mind Sets. School Leadership and Management 17(2):231–244
Wray, C.: 2005, ‘Economic Perspectives,’ February, http://www.asputo.state.gov/journals/ites/0205/ijee/ijee/ijee0205.htm
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Sundera Arjoon is a Senior Lecturer in Ethics at the Department of Management Studies, The University of the West Indies, Trinidad, He has served as Head of Department (2002–2005) and as Deputy Dean of the Faculty of Social Sciences (1996–2002). His publications have appeared in the Journal of Business Ethics, Journal of Markets and Morality, Global Development Studies, Social and Economic Studies, Applied Financial Economics, and the Journal of Eastern Carribean Studies. His current teaching and research interests include ethical decision-making, corporate governance, virtue ethics and familial ethics.
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Arjoon, S. Striking a Balance Between Rules and Principles-based Approaches for Effective Governance: A Risks-based Approach. J Bus Ethics 68, 53–82 (2006). https://doi.org/10.1007/s10551-006-9040-6
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DOI: https://doi.org/10.1007/s10551-006-9040-6