Abstract
Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.
Corporate ethics programs usually address conflicts of interest that may arise in the firm's activities. Some boards of directors take active roles in their firms' ethics programs by actively overseeing the programs. This paper empirically examines the relationship between ethics programs and potential conflicts of interest and the relationship between board involvement in a firm's ethics program and potential conflicts of interest.
Evidence in this paper shows that firms with ethics programs have a lower percentage of inside directors on their compensation committees than do firms without ethics programs. Firms in which boards are actively involved in the programs have more independent boards (higher percentage of independent directors and lower percentage of inside directors) and are more likely to compensate outside directors with equity than are firms in which boards are not actively involved in the programs. Supplemental analyses show that the incidence of potential conflicts of interest is not significantly different between firms without ethics programs and firms in which boards are not actively involved in the programs. Taken together, the evidence in this paper indicates that a board actively involved in an ethics program, and not the simple existence of an ethics program, is related to the incidence of potential conflicts of interest.
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References
Association for Investment Management and Research (AIMR): 1997, The 1995–1996 Annual Review of Corporate Reporting Practices. Corporate Information Committee of the AIMR. Charlottesville, Virginia, January.
Baysinger, Barry D. and Henry N. Butler: 1985, ‘Corporate Governance and the Board of Directors: Performance Effects of Changes in Board Composition’, Journal of Law, Economics, and Organization 1(1) (Fall), 101–124.
Berenbeim, Ronald E.: 1987, Corporate Ethics, Report Number 900 of The Conference Board, New York, NY.
Berenbeim, Ronald E.: 1992, Corporate Ethics Practices, Report Number 986 of The Conference Board, New York, NY.
Brenner, Lynn: 1996, ‘Are Directors Overpaid?’, CFO: The Magazine for Senior Financial Executives 12(2) (February), 32–36.
Brickley, James A., Jeffrey L. Coles, andRory L. Terry: 1994, ‘Outside Directors and the Adoption of Poison Pills’, Journal of Financial Economics 35, 371–390.
Brief, Arthur P., Janet M. Dukerich,Paul R. Brown, andJoan F. Brett: 1996, ‘What's Wrong with the Treadway Commission Report? Experimental Analyses of the Effects of Personal Values and Codes of Conduct on Fraudulent Financial Reporting’, Journal of Business Ethics 15, 183–198.
Business Roundtable: 1988, ‘The Rationale for Ethical Corporate Behavior’, Business and Society Review 64 (Winter), 33–36.
Byrne, John A.: 1996, ‘And You Thought CEOs Were Overpaid’, Business Week, No. 3490 (August 26), 34.
Carey, Dennis C.: 1995, ‘Performance-Based Director Pay’, Directors & Boards 19(3) (Spring), 33–37.
Carey, Dennis C., Charles M. Elson, and John D. England: 1996, ‘How Should Corporate Directors be Compensated?’, Directors & Boards 1 (Special Report), 1–12.
Cotter, James F., Anil Shivdasani, andMarc Zenner: 1997, ‘Do Independent Directors Enhance Target Shareholder Wealth During Tender Offers?’, Journal of Financial Economics 43, 195–218.
Daily, Catherine M. and Dan R. Dalton: 1994, ‘Bankruptcy and Corporate Governance: The Impact of Board Composition and Structure’, Academy of Management Journal 37(6), 1603–1617.
Driscoll, Dawn-Marie and W. Michael Hoffman: 1994, ‘Doing the Right Thing: Business Ethics and Boards of Directors’, Director's Monthly 18(11), November (Special Issue on Ethics), 1–7.
Fama, Eugene F.: 1980, ‘Agency Problems and the Theory of the Firm’, Journal of Political Economy 88(2), 288–307.
Fama, Eugene F. and Michael C. Jensen: 1983, ‘Separation of Ownership and Control’, Journal of Law and Economics 26 (June), 301–325.
Felo, Andrew J.: Forthcoming, ‘Ethics Programs, Board Oversight, and Disclosure Credibility: Was the Treadway Commission Correct?’, Research on Accounting Ethics.
Ferguson, William C.: 1994, ‘Building a Solid Ethical Foundation in Business’, Executive Speeches 9(1) (August/September), 33–36.
Finlay, J. Richard: 1990, ‘Survival Ethics’, Business Quarterly 55(2) (Autumn), 40–44.
Hallock, Kevin F.: 1997, ‘Reciprocally Interlocking Boards of Directors and Executive Compensation’, Journal of Financial and Quantitative Analysis 32(3) (September), 331–344.
Izraeli, Dove and Mark S. Schwartz: 1998, ‘What Can We Learn from the U.S. Federal Sentencing Guidelines for Organizational Ethics?’, Journal of Business Ethics 17(9–10) (July), 1045–1055.
Kaplan, Jeffrey M.: 1995, ‘Corporate Ethics/Compliance Programs: The New State of the Art’, Credit World 83(4) (March/April), 9–11.
Kaplan, Jeffrey M. and William K. Perry: 1991, ‘High Cost of Corporate Crim e’, Management Accounting (December), 43–46.
Kotner, Karen B.: 1993, ‘Final SEC Proxy Disclosure Rules’, Benefits Quarterly 9(2) (Second Quarter), 22–30.
Lee, Chun I., Stuart Rosenstein,Nanda Rangan, andWallace N. Davidson III: 1992, ‘Board Composition and Shareholder Wealth: The Case of Management Buyouts’, Financial Management (Spring), 58–72.
Linden, Dana Wechsler: 1995, ‘Off with Their Perks’, Forbes 156(13) (December 4), 54–60.
Mathews, M. Cash: 1990, ‘Codes of Ethics: Organizational Behavior and Misbehavior’, in William C. Frederick andLee Preston (eds.), Business Ethics: Research Issues and Empirical Studies (JAI Press Inc., Greenwich, CT), pp. 99–122.
Mehran, Hamid: 1995, ‘Executive Compensation Structure, Ownership, and Firm Performance’, Journal of Financial Economics 38, 163–184.
National Commission on Fraudulent Financial Reporting: 1987, ‘Report of the National Commission on Fraudulent Financial Reporting’, National Commission on Fraudulent Financial Reporting (October).
Price Waterhouse: 1996, 1996 Price Waterhouse Survey of Corporate Compliance Practices (New York, NY).
Rosenstein, Stuart and Jeffrey G. Wyatt: 1990, ‘Outside Directors, Board Independence, and Shareholder Wealth’, Journal of Financial Economics 26, 175–191.
Schwartz, Michael A.: 1993, ‘Executive Compensation: A Brief on the SEC's New Rules’, Directors & Boards 17(2) (Winter), 59, 61.
Society for Human Resource Management/Ethics Resource Center: 1997, Business Ethics Survey Report.
Sridharan, Uma V.: 1996, ‘CEO Influence and Executive Compensation’, The Financial Review 31(1) (February), 51–66.
Towne, Paul L.: 1991, ‘Training Employees and Communicating Ethical Standards’, in Theresa Brothers (ed.), Corporate Ethics: Developing New Standards of Accountability (Report Number 980) (The Conference Board, New York, NY), pp. 25–26.
U.S. Sentencing Commission: 1996, Corporate Crime in America: Strengthening the “Good Citizen” Corporation, Proceedings of the Second Symposium on Crime and Punishment in the United States, Washington, DC, September 7–8, 1995.
Weirich, Thomas R. and Robert W. Rouse: 1992, ‘SEC Initiatives on Executive Compensation and Proxy Reform’, Corporate Controller 5(2) (November/December), 30–33.
Weisbach, Michael S.: 1988, ‘Outside Directors and CEO Turnover’, Journal of Financial Economics 20, 431–460.
Yermack, David: 1997, ‘Good Timing: CEO Stock Option Awards and Company News Announcements’, The Journal of Finance 52(2) (June), 449–476.
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Felo, A.J. Ethics Programs, Board Involvement, and Potential Conflicts of Interest in Corporate Governance. Journal of Business Ethics 32, 205–218 (2001). https://doi.org/10.1023/A:1010711403915
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DOI: https://doi.org/10.1023/A:1010711403915