ethical business conduct has been morality defined in philosophical or religious terms. However, fairness and moral obligation have provided little incentive for anything like universal ethical business behavior. The idea that good ethics is good business as an incentive is looked upon with skepticism by those with bottom line responsibility. However, if managers were aware of the extent to which certain business behaviors impose significant costs on individual trans- actions and relationships, a valid incentive would exist. The need for such standards has intensified with the fundamental shifts in business philosophy, struc- ture, and practice along with profound changes in product markets and supply sources. The universal standards, ISO 9000 for product and service quality, and ISO 14000 for environmental issues were created and implemented to cope with problems in their respective areas and they provide a model which can be adapted to the realm of ethics.
Introduction Imagine a scenario in which a Canadian manu- facturer of machine tools is seeking to outsource stamped, high impact plastic enclosures for its new line of robotics. The company, with little experience in foreign sourcing, sent its chief purchasing executive to visit potential vendors in several newly industrialized countries in order to invite bids. A bid was received from a Korean firm which was, clearly, technically qualified and was also the low cost bidder. A contract was negotiated and received authorized signatures from both parties. Then the relationship promptly began to come apart at the seams. Why? Because of a failure to take account of interorganizational (IO) ethics. IO ethics is a concept conceived to help close the gaps that are likely to exist in the trust rela- tionships between any organizations doing or considering doing business together. These include connections between a firm and its suppliers and customers, and embraces relation- ships involving non-profit organizations and governmental units. The concept also includes any firms with which the company has, or may develop, direct affiliations such as mergers, acqui- sitions, joint ventures, outsourcing relationships, strategic alliances, and partnerships. In addition, it includes complementors; those companies that are or may become related to another organization through trade associations, buying groups, research consortiums and other direct or indirect connections (Brandenberger and Nalebuff, 1996). 1 Trust, in turn, is the complex of business behaviors that organizations mutually rely upon as a basis for committing to, entering, and sustaining a business relationship. Interorganizational Ethics: Standards of Behavior
Jerold B. Muskin Journal of Business Ethics 24: 283297, 2000. 2000 Kluwer Academic Publishers. Printed in the Netherlands. Jerold B. Muskin is Professor Emeritus, Drexel University (1967present). Formerly: Professor of Marketing, Director, Masters Programs, College of Business, Drexel University (19921995). Government service: Chief, Motor Carrier Policy Group, Interstate Commerce Commission (197879); Consultant, U.S. Senate Commerce Committee (1980); Consultant, U.S. Congress Office of Technology Assessment (198586). Private sector: Management positions, Consolidated Freightways (195863); Private consultant (196378 and 1980prsent). Education: Temple University, Ph.D., Economics, 1976 (Dissertation, The Economics of Federally Imposed Aircraft Noise Regulations); Northwestern University, MBA (1958); Lehigh University, AB (1952). Publications: Various publica- tions on public policy and transportation issues. Violations or fear of violations of IO ethics are costly intrusions on business activity. Unaccept- able risk exposure or the time and expense of developing risk reducing information stop desirable business relationships from developing or cause delays to occur while assurances of acceptable business conduct are sought. Concerns about IO ethics deal only with those adverse business behaviors that can impose economic costs on the parties to the activities conducted between organizations. This means that issues of morality, corporate social responsi- bility, official corruption, and those ethical matters that might apply within the firm itself lie outside this approach. While those are of obvious importance to the firm, they are issues that are confronted through different interventions (i.e., by boards of directors, professional groups, and governmental action). Generally, where the IO ethics issue is raised, it is treated in terms of morality. For example, Donaldson (1996), 2 settling on universal core values; (i.e., morality) as the universal ethical criterion, says: . . . Lying about product specifications in the act of selling may not affect human lives directly, but it . . . is intolerable because it violates the trust that is needed to sustain a corporate culture in which customers are respected. Confronting lying about product specifications in economic terms would seem to be a more robust way of gaining support for universal standards. While trust is a moral issue it is, in this case, an economic issue and can therefore be approached objectively analytically. Several contemporary developments under- score the need for the prompt, assured nature of trust between suppliers and customers. Among these are the increased pace of business activity, the heightened level of competition, globaliza- tion, outsourcing, and just-in-time manufac- turing and inventory practices. Partnering and the related concept of value chain management are two recent business concepts involving buyer- seller bonding that are highly trust dependent. Indeed, the philosophy of business in many firms is shifting from adversarial to trust relationships. For a culture of trust to become widespread and entrenched in the business culture, clean costs (i.e., costs that are not burdened with tainted costs those imposed by unethical IO behavior) must prevail. The organizing principle of this article is that achieving the clean cost condition depends, in part, on the identification and wide acceptance of prescribed standards for a list of IO ethical behaviors. Models for establishing and gaining compliance with standards in other facets of business activity exist and provide analogs for IO ethics. These are the international standards for quality (ISO 9000) and environment (ISO 14000) established by the Geneva-based International Organization for Standardization. This article will conclude with a discussion of the relevance of these models for IO ethics and the recommen- dation that an international standard for IO ethics along those lines be developed and then adopted by a broad base of buyers and sellers. I. The Foundations of Business Ethics I. (Why firms behave as they do) The term corporate culture has become well accepted as an amalgam of beliefs, attitudes and behaviors that distinguish firms as employers, suppliers, customers, competitors, and commu- nity members. The principal facet of corporate culture to be treated is the nature of the stan- dards which an organization applies in its dealings with customers, suppliers, and those others with which they might affiliate and the consistency with which the standards are applied. Integrity, the term which might seem to apply here (rather than the nature and consistency of standards) is avoided because it is a culture laden term. To behave with integrity in one culture may be to violate standards of integrity in another. Dunfee and Nagayasu (1993) 3 cite a situation which demonstrates this. An American company attempted to put the number of directors on a board of a Japanese firm that reflected its degree of ownership customary; a practice in the U.S. The attempt was rejected. The owner of the American company claimed that the rejection . . . epitomized unfair Japanese corporate tactics, [while] his behavior was no doubt seen as 284 Jerold B. Muskin unethical in the eyes of the Japanese business community, because of the group normative logic. This example grew out of the authors dis- cussion of the four concentric circles paradigm characteristic of Japanese business culture. The four circles represent (1) family, (2) fellows or close associates, (3) a combination of open com- petition and long-term give-and-take and (4) the world. In this visualization of Japanese business behavior, Managers tend to view the inner circles as operation bases supported by coopera- tive behavior while the outer [circles] are seen as battle-grounds of intense competition. This insight into the cultural basis for Japanese IO business behavior in which firms are treated differentially based on their cultural distance from the core firm seems to relate closely to a bio- logical basis for differential treatment based on genetic distance. Naturalist, Loyal Watson (1995), 4 provides convincing evidence that a parallel to the four concentric circles exists in nature. The biological paradigm is, according to Watson, . . . (1) be nasty to outsiders, (2) be nice to insiders, and, (3) cheat whenever possible. All of these are, according to Watson, intended to assure the sustainability and enhance- ment of the core unit; the gene pool or, in this discussion, the organization. Fukuyama (1995) 5 cites Gordon Reddings evaluation of the nature of business structure in Hong Kong. The following quote states this issue very nicely: The key feature would appear to be that you trust your family absolutely, your friends and acquain- tances to the degree that mutual dependence has been established and face invested in them, With everybody else you make no assumptions about their goodwill. You have the right to expect their politeness and their following of social proprieties, but beyond that you must anticipate that, just as you are, they are looking primarily at their own, i.e., their familys best interest. To know your own motives well is, for the Chinese more than most, a warning about everybody elses. To characterize certain intercultural behaviors as failures of integrity is to open oneself to the crit- icism of moral imperialism. Nor is this stance one of ethical relativism. Cultures develop values important to their stability from their histories and environmental circumstances (Fallows, 1995). 6 Values, the concept of integrity which is high among them, are among the very things that cause distinctive cultures to exist. The value system existing within the organi- zation underlies its culture. Whether a firm demonstrates good citizenship or competitive rapacity reflects the collective beliefs of those in whose hands behavioral choices are placed. The value system of the organization is imposed at the top and expressed hierarchically (if sometimes with distortion), down through the layers of management. Of course, the faith and consis- tency with which the value system-based behaviors are applied depends on the extent to which those values are shared and enforced. If the values are not basic to those in whose hands the firms decisions and actions are placed, the commitment with which those values are trans- mitted and enforced will undermine that faith and consistency. The determination of what is ethically acceptable and necessary is likely to be influenced by the values and rules of the dominant culture of the community with which the firm is associated. But there are other determinants of value systems that operate within an organization. Baron (1995) 7 notes, for example, that Levi Strauss, a privately owned firm, has integrated the core values of the Haas family into its internal policies and earned a reputation for adherence to ethical principles and concern for its stake- holders. A comment regarding the premise that economic outcomes, rather than morality, is the measure of IO ethical behavior is appropriate here. Levi Strauss withdrawal of production capacity from China because of the failure of its suppliers there to observe that U.S. firms employment and other standards has been cele- brated as an example of moral responsibility as, indeed, it should be. But, as Baron notes: Implementation of this strategy means higher costs and some deterioration in competitiveness. For some Levi Strauss executives, the higher costs are simply the price of abiding by its ethical princi- Interorganizational Ethics Standards of Behavior 285 ples. For others, the costs are the price of protecting its brand name from adverse publicity about its suppliers practices. If human rights and other violations of moral values that are embraced by links in the value chain are likely to have costly consequences, they should be subjected to the proposed universal IO standards because of their economic conse- quences as well as coming under scrutiny of boards of directors, governments, and industry groups because of their offense to moral values. Likewise, the profession in which executives received their education and professional devel- opment can be expected to affect the values they bring to the organizations behavioral code. Burton (1990) 8 cites the substantial differences between lawyers and engineers codes of ethics in describing a conflict over negotiations con- cerning violations of environmental standards. Engineers, Burton points out, are bound by a code of professional ethics that calls for using their knowledge and skill for the enhancement of human welfare. The code further calls for their being honest and impartial, and serving with fidelity the public, their employers and clients. There is nothing in either the American Bar Associations Model Code of Professional Responsibility or Model Rules of Professional Conduct, Burton goes on to say, that binds attorneys in their negotiating behavior to anything like the engineers obliga- tion. The principal professional obligation of the attorney is to the client and in negotiating situations (1) to effectively represent the clients interests and, (2) to faithfully fulfill the clients wishes, at least insofar as their fulfillment does not assist clients in conduct that the lawyer knows to be illegal or fraudulent. Burton continues, This is the discontinuity problem in a nutshell: Different codes, different client allegiances, and resultant dysfunctional negotiation. This conclusion could be extended to explain the dysfunction in any business relationship that results from disparate behavioral codes. II. Contemporary conditions calling for II. universal ethical standards to exist II. between organizations The globalization phenomenon is perhaps the most obvious of the reasons for establishing and adopting universal, IO ethical standards. Legally imposed standards vary from country to country allowing business practices that are defined and enforced in one country to be observed as ethical options in another. National and even regional cultural differences that affect business practice exist. These may rise out of historical experi- ences, the religious teachings and convictions, or the family, political and economic structures dominant in those countries or region (Fukuyama, 1995). 9 The result is often that certain behaviors that are sanctioned in one country or region may be proscribed in others. An illustration of differences in national culture and law arose from a conflict over intellectual property between IBM and its strategic partner, Fujitsu (Badaracco, 1995). 10 During the course of the agreement Fujitsu incorporated IBM proprietary computer code into its own product. U.S. law would have allowed IBM to recover damages and barred Fujitsu from further violation of IBMs rights. When submitted to arbitration, however, the case turned on a fundamental difference in the business culture (incorporated into the law) of the two countries. (Note also that Korean practice all but prohibits arbitration and, when invoked in Korea, is very time consuming, expensive, and, when concluded, probably favor- able to the Korean side.) (DeMente, 1994) 11 Monopoly intellectual property rights, Badaracco explains, are granted in the U.S. to encourage companies to innovate. In Japan, innovation is seen as a public good to be applied to broaden the advance of technology by all. The innovator may receive royalties but does not have sole claim to the technology. IBM was granted royalties but Fujitsu was permitted to continue to employ the IBM code. As Fallows (1995) 12 points out, Japanese practice has traditionally been to methodically learn and adopt foreign industrial practice while stubbornly forbidding access to their own 286 Jerold B. Muskin technologies. Fallows cites contemporary evidence of this in noting the behavior of Japanese firms participating in strategic alliances with American firms involved in the manufac- ture of flash memory chips: Could the American company learn [Japanese manufacturing techniques] from the partnership . . . ? In principle they could, especially by studying Japanese manufacturing techniques. In reality, however, reciprocal learning was unlikely; the U.S. business system arranged to send information out, and the Japanese system to take it in. Fallows notes that Hitachi, offering courses to its American employees to allow them to improve themselves, excluded Japanese language courses from the offer. That such arrogation of intellectual property is not unusual behavior is inferred in a seminal article on core competence (Prahaladad and Hamel, 1990). 13 Here the authors discuss a firms goal of entering into strategic alliances; gaining access to, and then incorporating knowledge of their partners core competencies into their own products and processes later to terminate the relationship with the ally. The authors quote an official of a technology purloining firm as saying From an investment standpoint, it was much quicker and cheaper to use foreign tech- nology. There wasnt a need for us to develop new ideas. Another globalization issue is that of multi- nationals; those business organizations that operate across national borders but, as a matter of business principle, have no nationality. While such a firms headquarters may be in Hong Kong, it could as well be in San Francisco or Zurich. Are its business values British? Asian? American? Swiss? If a particular venue becomes economically, morally, politically or legally uncomfortable it can move. Leadership of firms engaged in international business, are drawn increasingly from many nations and therefore from many cultures adding to the problematic nature of anticipated business practices. Such developments as just-in-time ( JIT), total quality management/continuous improvement (TQM/CI), and outsourcing have contributed to raising the trust requirement to a new level. The degree of customer dependency in each of these cases is of such a magnitude that, in the absence of trust, the customer would either be in the position of having to provide the product or service itself (vertically integrate) or would be denied the business opportunity anticipated by the arrangement with the supplier. Deliveries that are not on time, every time, according to spec- ifications can be disastrous for the customer com- mitted to JIT. Customers that rely on arriving materials entering their production stage without inspection (a standard TQM/CI requirement) can, if this expectation is not met, incur sub- stantial costs including loss of their customers on down the value chain. Outsourcing contractors must not only perform according to expectations but, because their personnel are entrusted with sensitive customer information, high trust is essential. At the same time, the customer should not exploit the situation in which it becomes very familiar with the suppliers personnel by hiring them away. Ethical performance between supplier and customer is always important. The unified value chain concept; the virtual corporation in which all the supplier-customer links, from extractive through disposal processes, are har- monized, is utterly dependent on ethical buyer- seller performance. Electronic data interchange (EDI) is a tech- nological development of recent vintage. The very purpose of this computer-to-computer technique is to share information directly and electronically between buyer and seller. The information may include design changes, prices, unit costs, material availabilities, lead times in production, forecasts, financial transactions, and capacity availability. The sensitive, proprietary nature that some of the information may have can make both parties vulnerable to one another and to the informations being insufficiently protected from those outside the relationship. The need for trust on both sides is clear. The evolving business relationship that best exemplifies the shift occurring in management philosophy is that of partnering. In this model, (and unlike the Japanese keiretsu or the Korean chaebol forms in that the partnering firms are financially and managerially autonomous) com- Interorganizational Ethics Standards of Behavior 287 panies create environments in which they function as a single entity for the joint domain covered by the partnering agreement. They establish common goals within the defined range of their agreement and may engage in joint product and process design, and in joint facility location decisions, may assist in the financing of partners capital investments, may exchange per- sonnel, and otherwise function in a unified way. Singular features of partnering are (1) a supplier is likely to commit major portions of its production to its customer partner and a customer may commit to single sourcing, (2) gains are shared equally without regard to the relative size or power of the companies and risks are shared equitably, (3) the partnering agree- ments may or may not be contractual and, (4) the critical point here; partnering depends on, indeed, is defined as, a long-term relationship based on trust. In these latter three respects partnering represents a distinct departure from joint ventures, strategic alliances, and out- sourcing. Adding to the powerful impact of the shift to collaborative relationships between firms (and feeding its growth) is the awareness of some com- panies that the real competition is frequently not between firms at the same level of supply. Rather, the real competition is at the level of final demand of the entire value chain. For those organizations that accept this reality, the logical channel structure for them to become part of is the unified value chain in which the trust and other dimensions of the partnering model hold sway throughout the value chain. Fundamental shifts in corporate cultures are yet other factors calling for an increased emphasis on trust that can be universalized by a set of shared standards. Pursuing a goal of racial, gender, and cultural diversity has put Honeywell in a position in which . . . Ethics awareness training has been a growing preoccupation. . . . (Singer, 1993). 14 Also, as with many organiza- tions, Honeywell has sought greater employee empowerment, transferring issues to the people in the company who are closest to the production process on the one hand and the customer on the other. As a result, the company has found itself with fewer checkers and watchers, a more diverse workforce, and newly empowered employees who are being asked to make decisions that they didnt make before. The article also presents a shift that represents an intensification rather than a basic change in the setting for ethical response: . . . Honeywell, like other concerns, faces growing economic pressures: global competition, more demanding customers, the need to provide more complex responses for customers. . . . Such an environment often presents dangers. The competitive pressures which drive people to do things that are wrong become stronger. (emphasis added) III. The concept underlying the III. standards to be applied Technology and the development of collabora- tive business principles are reducing the barriers to the kind of business relationships that can lift aggregate business performance. This prospect would be advanced by reducing the tainted costs that exist in business conduct and lead to the increased tangible costs of organizations with an existing relationship. But tainted costs are not the only burden inflicted on firms and value chains (and also on industries as well as regional and national economies). There are also transaction costs and opportunity cost consequences (to be discussed later). Entering into any business relationship depends on the net benefits expected from the relationship. The anticipated effects of the con- nection on production, distribution, and man- agerial/administrative costs are, of course, important considerations. Likewise, long-term market results expected from the relationship such as sales volumes, profit margins, and market position are factors that will determine (1) whether the relationship should be entered into and (2) the extent to which the firm will commit itself. The firm will also consider the likely effect of the relationship on the value of its assets. These include intellectual property, brand equity, and corporate reputation as well as the effect on its personnel and its capital assets. The functional, technical, and operational aspects of these elements can be positively or 288 Jerold B. Muskin negatively affected by the managerial and tech- nical competence and the complementary resources of the firm targeted for a relationship. These are standard matters confronted by any firm in deciding whether to do business with another firm. Due diligence requires that the responsible managers assess the factors to provide best estimates of the outcomes. The evaluation process may be straightforward with respect to the managerial prowess, resources, and technical capabilities of the subject firm. Industry reputation, accounting records, and published information as well as direct discussions and observation can be employed to determine the extent to which the prospective association should be made. Indeed, to handle broad based concerns with uncertainties regarding product and service performance, the international product quality standards, ISO 9000 series, as of 1995, had been adopted by an estimated 127 000 firms around the world; over 10 000 in the U.S. alone (Morrow, 1997). 15 Increased material and operating costs, lower revenues, and reduced asset values attributable to the relationship entered under the faulty presumption of clean costs are tangible costs (i.e. costs that immediately appear on the books of account) imposed on the firm. To this should be added the projected lost earnings from the assets that have been lost or otherwise reduced in value. These assets would include personnel that had been lured away, impaired product and firm image, and loss of profit and market position formerly assured by intellectual property status, reduced brand equity values, and impairment of other assets. Transaction costs reflect the value of resources committed by the firm to unearthing the infor- mation needed to produce the clean bill of health. The costs of preparing, negotiating, and monitoring contracts that might deal with IO ethical issues or arbitrating or litigating conflicts over such issues also fall within the transaction cost category. These are transaction costs in the sense that entry into a business relationship, whether it is a simple, one-time purchase of a product, a long-term supply arrangement or a corporate merger, is a transaction. Lost benefits over time, including the foregone profits and market position that result from deferring entry into a desirable business rela- tionship; entering into such a relationship gradually; of failing to enter the relationship altogether because of insufficient information regarding IO ethics all fit under the opportunity cost definition. Had the trust question been nullified in advance, the preferred option may have been to enter the relationship immediately. However, the less preferred option, deferral, is followed because of the need to avoid the risk inherent in an untested relationship. The differ- ence in profit between the preferred option and the option selected because of lack of immedi- ately available, valid information is opportunity cost. Both firms, being subject to deferral, would incur opportunity costs. In fact, each, being unfamiliar with the other, might well be checking one another out. Further, a desirable relationship that is not taken up without delay has effects on the entire value chain, and, if of sufficient scale, the economic region or nation. Those losses are also opportunity costs that, like tangible costs and transaction costs, would be avoided if the required information were already available. If the inquiry reveals adverse informa- tion, the only cost incurred will be the infor- mation cost component of transaction cost. All three categories of cost at the firm and value chain levels are relevant for developing, evaluating, and using information to engage in IO transactions. National governments might, for example, consider the magnitude of these costs in confronting endemic ethical violations and official corruption recognizing that they impair economic development. IV. Interorganizational (IO) behaviors IV. candidate for standard setting The behaviors listed here are first defined in terms of the domains of concern in the proposed standards setting context. Examples of such ethics violations or discussions of the applicable prin- ciples are presented followed by indications of the costs likely to imposed on the various parties affected by the violations. The examples, of Interorganizational Ethics Standards of Behavior 289 course, are only suggestive of the kinds of cost imposing behaviors which may be encountered in dealings between organizations. Conflict of interest. (Definition An affiliation maintained by one person in an organization with another person or organization that has the potential of causing unmerited benefits to flow to one or another of the organizations or to either person.) In the opening scenario, a robotics manufac- turer awarded a contract to a Korean plastics manufacturer which was associated with a chaebol, a fact unknown to the Canadian firm. To extend the scenario, another member of the chaebol was also a robotics manufacturer. Given Korean firms disregard for intellectual property as a matter of business culture (DeMente, 1994), 16 the Korean plastics manufacturer passed the designs and timetables received from the Canadian firm to its robotics producing affiliate. As one result of this, the Canadian firm lost its first to market profit and long term market share opportunity because the Korean robotics firm reverse engineered the product from the CAD/CAM software the Canadian firm had provided to its affiliate and responded with its own advanced version quickly. Denied the flow of profits and the technological leadership position it would otherwise have received, the victims profitable growth was stunted. The Korean plastics manufacturer, as a consequence, wound up providing enclosures to both the Canadian firm and its chaebol affiliate until the Canadian firm discovered the linkage. Bribery. (Definition Any form of payment [or other valuable, extra-business consideration] offered or demanded as part of a transaction that may result in unmerited, negative business consequences for others directly or indirectly connected to the transaction. Buyers or sellers may exact or offer bribes which may take the form of kickbacks, gifts, favors, and other such inducements to engage in behavior that is counter to normal business obligations or economic reasonableness.) The customer, faced with a stockout situation and industry-wide shortages in a product category, offers a supplier a premium price for immediate delivery of a sizable order. Accepting the order under these conditions resulted in the suppliers other customers being placed back in the queue with adverse cost and revenue conse- quences. If the supplier were to demand such a payment, it would either be inducing the customer to (1) accept a lower margin, (2) diminish its product or service quality in an attempt to retain its profit margin, or (3) charge a higher price than it would charge in the absence of the bribe. The suppliers standing with the customers whose shipments have been delayed in the tight market described is also likely to be damaged. All of these bribe induced actions and their outcomes impair the market perfor- mance of all of the firms and the value chains of which they are a part. Misrepresentations of various types. (Definition Any purposefully misleading or false statement or action engaged in by one party beneficial to itself but resulting in business behavior harmful to another party. The term applies to withholding information that, if revealed, would induce behavior different from that brought about by misrepresentation.) The American corporate icon, Coca Cola, was caught with its hand in the cookie jar (Harris, 1996). 17 Coke was shown to be engaging in pipeline stuffing, a practice by which, in order to show high quarterly sales and profits to the investment community, a company will overload its customers with inventory. Sales and profit figures misrepresent actual demand leading to overvalued securities. When the supplier is con- fronted with its customers inability to accept more shipments and, consequently, sales drop, security values drop penalizing the investors. But this isnt the point here. As the author of that article states: But at bottom it [pipeline stuffing] is a dumb business tactic even if it does keep the share price high. To stuff a pipeline is to force someone, perhaps a wholesaler that must eat the costs because it is dependent on the company for a lot of business, to carry an inventory that is bigger than necessary. And that ties up capital and raises costs. If the inventory is perishable, it can also harm relations 290 Jerold B. Muskin with customers as that unneeded inventory turns stale and buyers turn to competitors. (emphasis added) The use of the term force in the quote estab- lishes this behavior as an example of another unethical practice: exploitation of relative power, discussed later. Appropriation of intangibles. (Definition Any unauthorized taking of ideas, information, designs, processes, secrets, or other intangibles considered proprietary by the originally pos- sessing party. The definition is not limited to those items protected or protectable by intellec- tual property rights applying in any jurisdiction and may include such activities as industrial espionage, reverse engineering by an organiza- tion with which a relationship exists or is being considered, or subversion of information sources such as employees and agents.) The earlier mentioned discussion of Fujitsus appropriation of IBMs computer code and NECs incorporating elements of their strategic alliance associates core competencies would fit under this rubric. The situation is one in which the act is proscribed in one companys jurisdic- tion while condoned in the other. Even where such appropriations are illegal (and the law is enforced) in both jurisdictions or both com- panies are in the same legal jurisdiction, viola- tions impose significant costs on all the parties through the direct and indirect costs of negotia- tion, arbitration, litigation, and penalties. Such protective documents as confidentiality agree- ments and agreements not to compete are costly and time consuming to execute, monitor, and enforce. In most companies, particularly those with a high technological or design component or where marketing proficiency is a major differen- tiating factor, proprietary information abounds. R&D intentions and achievements, patented, copyrighted, and secret processes as well as pricing and promotional intentions are critical to these firms. Providers of supposedly undifferen- tiated products and services ranging from bulk sulfur to window cleaning services are exposed to the possibility of losing market advantage if competitors gain access to cost-price informa- tion, capacity availability, delivery/service dates, and financial status. A firms intangible assets are resources in as real a sense as its tangible assets. They are simply more transportable and easier to appropriate. Appropriation of tangible resources are charac- terized as a violation of the law in nearly every jurisdiction in which a market economy exists. Intangible assets are often the core of a companys ability to establish and then maintain a sustain- able, preferred position in the market place or merely to survive at an acceptable level of profitability. Their loss can impose damages that include wasted expenditures, lost customers, revenues, and profitability; failed market intro- ductions; lost security values; and the costs of regaining ownership of the assets and compen- sation for their loss. Disavowal or non-performance of agreements. (Definition Parties to a business transaction each have certain expectations regarding the performance of the others. Where verbal or written commitments reflecting these expecta- tions of the business arrangement fail to be observed, unless substitute provisions are satis- factorily negotiated in advance, a violation of an agreement exists. Even though no specific agree- ment may have been made, certain expectations of performance, such as timely delivery of products or services of acceptable quality, and prompt, complete payment, are part of the com- mercial code [written or unwritten and enforced or not enforced] in all exchange economies.) The Canadian firm in the introductory scenario is without recourse through any attempt it might make to get termination of the appro- priation of its intellectual property or restitution of losses or rights it might claim based on enforcement of existing contractual provisions with its Korean supplier (DeMente, 1994). 18 Exploitation of relative power. (Definition Using buying, market, financial, or other sources of power that induces behavior contrary to the reasonable interests of the party exposed to the power. Here, even the application of legitimate power, i.e. power granted by contract or con- Interorganizational Ethics Standards of Behavior 291 vention, or earned by expertness or relative status where used in a manipulative or coercive way, may be considered unethical.) Aware that a prospective supplier has cash flow problems and underutilized facilities, a large customer waves a big order under the suppliers nose. The price demanded by the customer barely covers the suppliers out-of-pocket costs and the contract, with substantial penalty provi- sions, calls for a completion date that prevents the supplier from accepting other business. The supplier, perhaps unwisely, but in hopes of a rescue or perhaps of future, remunerative business from the customer, accepts the order. Shortly after completing contract, the supplier declares bankruptcy. The customer goes on to the next needy victim. And then the next. The cost implications of this behavior are the loss of earnings and asset values of the now defunct or financially impaired businesses. Other customers of those suppliers (indeed, the value chains of which they were a part) are confronted with fewer sourcing options as well as the reduced innovation and higher prices that are associated with reduced competition in a field. When the customers vulture-like proclivities become widely known, it may become more difficult to find takers but the costs of the ethics violations have already been imposed. Whipsawing of price or conditions. (Definition Inviting proposals, quotations or bids for the purpose of inducing present [or other prospec- tive] suppliers to give concessions to retain [or gain] business rather than giving serious consid- eration to placing business with whichever organization provides the objectively preferred response. Such requests are also made to check up on the prices and conditions being applied by the current supplier. Such practices may be recognized as legitimate as long as they are not used repeatedly, frivolously, or manipulatively. The costly consequences are that the firms that respond without a chance of succeeding on the merits incur the expenses of the resources com- mitted to the response as well as the opportunity costs associated with profitable efforts foregone due to the effort. In addition, the current supplier may be forced into price and condition concessions to protect its position from com- petitors offering an initial, low ball price and conditions meant to get into the account. The current suppliers compliant reaction will cut into its profitability each time the ploy is exercised and could result in its abandonment of the business harming the customer. Body snatching. (The practice of hiring key personnel of suppliers or customers unless the employment offer is cleared with the current employer in advance of any contact. A further criterion that might make this an acceptable practice is that the current employer not be subjected to any manner of pressure to approve the contact because of the relative power position of the job proffering organization. This also conforms to the exploitation of relative power issue covered earlier.) The purchasing manager for a mid-level steel service center is approached by the regional sales manager of a major international metals producer, the service centers largest supplier of product, and offered a sales position with a sig- nificantly more lucrative compensation package than she presently enjoys. After some delibera- tion and without discussing the offer with her present employer, she accepts the offer and tenders her resignation. Her employer is in no position to counter the offer or inform her that she was about to be designated as its vice presi- dent-materials management with significantly broader responsibilities and much higher com- pensation. The firms CEO rejects these as options because of his concern that these actions will compromise its position with the metals company during a long term product shortage phase. This is the third raid the supplier has made on its customer in the last two years. Both previous events resulted in less qualified employees being moved into the empty slots with negative effects on the profitability of the firm. With the most recent occurrence, the planned reorganizing of the companys management structure had to be deferred until a suitable replacement could be recruited or developed internally. Because of these key personnel losses, service quality, the principal competitive appeal 292 Jerold B. Muskin in this business, falls with consequent effects on reputation, market position, revenues, and unit costs. Market Displacement. (Definition Market Displacement occurs when one member in the supply chain engages in subverting practices that displaces another member from its primary position in the minds of its customers.) A nationwide automotive parts distributor approaches a leading automotive belt (fan belts, etc.) manufacturer with a proposal that would make the manufacturer its principal source of belts. The manufacturers brand has long domi- nated the OEM market but it had not pursued sales vigorously in the after-market. This proposed arrangement, management reasoned, would give it a good beachhead in that market and consummated the deal with the distributor. The initial, joint promotional program com- mitted to in the agreement succeeded very well and soon the distributor had doubled its share of the belt market in its service areas with the subject manufacturer providing almost all of the product. Sales and margins for the manufacturer were so good that it did not establish a separate depart- ment or marketing program for the after-market. It did, however, extend its line beyond its OEM list to cover the universe of belts required in the market. In addition, it acquired, equipped, and staffed additional facilities to handle the increased sales already experienced and anticipated for the future. After five years of solid growth in sales volume and profits, the manufacturer experienced a sudden drop in orders. The distributor was now marketing a line of automotive belts produced for its label in a country with materially lower pro- duction costs using designs and processes of the manufacturer which were no longer patent pro- tected. The distributors sales message was that these belts were the performance equivalent of the line that customers had been buying from them with satisfaction for years but now, for two-thirds the price. Perhaps this behavior cannot be faulted on legal grounds given the lack of a contract, nor, perhaps, under certain circumstances, on ethical grounds. In this case, the charge of unethical behavior can be made. The manufacturer found that the distributor had been following a pattern in which it chose leading manufacturers in several of its most important product categories with which to enter into distribution arrangements offering them large margins and volumes. Then, as with the belt manufacturer, a large joint marketing effort would launch the distributor as a dominant factor in its market areas for the product category. The distributor, on the strength of its suppliers attributes, would become pri- marily identified with the product. At that point the distributor would introduce its private label. Unit costs rise because of the now under- utilized facilities and equipment acquired to handle the business. The unsold belts held in inventory add to the (unproductive) assets side of the balance sheet, are sold at a loss or are written off affecting earnings. The loss in revenue is a further blow to the earnings statement. All of these create a diminished return on investment for the manufacturer. A further blow might also have occurred involving the morale of manage- ment. Recriminations might have been exchanged over the failure to anticipate this type of behavior from the distributor and for not taking steps to protect the company from the uncertainties inherent in such an arrangement. Management, by failing to accept the informa- tion costs associated with risk avoidance, incurred the almost certainly higher tainted and opportu- nity costs. Commitments beyond ability to perform. (Definition Both suppliers and customers should be able to rely on acceptable performance standards from those organizations with which they deal. The acceptance of responsibility to perform extends beyond the firm making the commitment to include those direct and ancillary organizations relied upon by that firm to satisfy the commit- ment [ J. Jackson, 1992 19 and Durand et al., 1997 20 ]. If there is a degree of uncertainty regarding performance, this should be specifically stated at the time of commitment.) A biomedical instrumentation start-up company was stymied in its development efforts by a seemingly intractable technical problem Interorganizational Ethics Standards of Behavior 293 involving optics. The start-ups literature search indicated that there was a company that had developed a solution to a problem similar to the one being experienced. Discussions with that company lead to an agreement that it would produce the required technology for the start- up company. The start-up was assured that the solution would be supplied in an acceptable time frame as the company had recently achieved the needed technological breakthrough. Repeated delays and deliveries of devices that failed to perform impaired the continued exis- tence of the start-up. Of course, the agreement was terminated. Failure to perform came at substantial cost to both organizations. If the supplier had indicated that there was uncertainty involved, the start-up may have taken another path to its problems solution. As it was, the start-up was utterly dependent on the suppliers performing according to expectation. One need not accuse the supplier of mis- representation in this case. (For example, doing R&D for its own account by having its customer paying for expected useful output.) Its ethical failure was, more likely, its insufficiently evalu- ated and,therefore,irresponsibly expressed tech- nical capability. Favoritism. (Definition This behavior includes any activity [such as cronyism or nepotism] carried on by an organization which, knowingly, because of a family, friendship, ethnic or other non-business relationship favors a less economi- cally meritorious customer or supplier over one of greater economic merit [A. M. Porter, 1996]. 21 ) Manufacturer A was the principal supplier of office equipment and store fixtures to a large and expanding retail grocery chain headquartered in an adjacent EU member nation. The manufac- turer gained its position with its customer over many years by continually innovating products and processes which it made available to that company often before its other customers, by holding responsive inventory levels, and by accepting deferred payment of invoices during periods in which the grocery chain was enduring adverse financial conditions. Sales records revealed that over the period of the past three years, its business volume had been shrinking and this at a time of growth for the customer when the manufacturer had introduced several major new products which the customer had adopted ahead of its competitors to its great advantage. The volume decline was in its high margin product lines. Inquiry showed that the sales decline occurred shortly after the owners nephew was employed as managing director of the organization of which manufacturer As chief competitor was a subsidiary. A, without the profit justification for providing exemplary service of various types to that customer was incurring an outright loss in pro- viding that level of service to the customer. Had A redirected those efforts to other market oppor- tunities, it could have created compensating profits. A finally withdrew from the account. The grocery chain, faced with the withdrawal of As highly favorable offering, lost that source of its success and incurred the costs of recreating a relationship with another supplier probably inferior to A. V. Conclusion: Universal standards for V. interorganizational ethics: concepts V. and processes Trust is a characterization that is earned over time. Trustworthiness is a reputation that comes with demonstrated consistency of ethical perfor- mance tested under circumstances in which disappointing behavior is possible but positive behavior occurs. In the absence of trust or its unreliable surrogates; laws and contracts, the acceptance of possible negative outcomes becomes the basis for business relationships. All of the alternatives to trust are costly. The concept presented here is that organizations can minimize the effects of tainted, opportunity, and transaction costs by requiring compliance with a set of universal ethical standards. Further, this outcome can be achieved at minimal cost. The universal product quality standard, ISO 9000, gained popularity initially as a result of the ECs intention to eliminate commercial hurdles between its member countries. The single market plan would, it was feared, be harmed by disparate 294 Jerold B. Muskin product and service qualities seen to exist within the national markets of the countries involved. ISO 9000 is now, in the 10+ years since its publication, accepted as a standard for manufac- turing, service, and administrative practice throughout much of the world. For customer organizations, ISO 9000 is a means of assuring product and service quality standards between firms without regard to national boundaries. Supplier firms see certification under ISO 9000 as a way to differentiate its products from its competitors as well as a way of improving pro- ductivity performance within the organization. The international standard series for environ- mental management, ISO 14000 published in 1996, is composed of management, documenta- tion, and operating practices whose implemen- tation are intended to help assure that processes involving the manufacture, storage, transporta- tion, distribution and disposal of materials with potentially harmful environmental consequences are carried out in environmentally benign ways. Certification under ISO 14000, as with ISO 9000, have cost reduction, and market acceptance effects. Companies throughout the world have immense liability exposure for imposing envi- ronmental insults whether locally or over wide regions and this exposure exists throughout the products unified value chain. Improperly processed, labeled, packaged or formulated products moving between organizations hold great potential for inflicting harm internal or external to the organization. The imposition of environmental regulations are spreading through- out the world. ISO 14000 certification is a way firms have of complying with such regulations. There are clear parallels between the basis for universal ethical standards and for environmental standards. There are many similarities between the ISO 9000 and ISO 14000 standards (S. L. Jackson, 1997). 22 According to Jackson, all management systems, whether focused on quality, safety, or the environment, share certain core elements, including: Policy; Document control; Records management; Corrective action; Management review for continual improve- ment; Control of critical operations; Training; Internal audits; Defined organization and responsibilities; Defined and documented standard practices. Both universal standards demand the com- mitted involvement of executive management and require significant employee involvement. Policies, processes, and procedures designed to assure the level of performance committed to must be documented and verified by an ISO certified third party auditor in order to comply with the requirements for certification under the universal standard. A suppliers particular quality standards may deviate from the ISO prescribed standards for individual customers (and may be either more or less stringent) based on contract provisions. Continuing internal and external audits are required in order to assure the level of conformity needed for recertification. (Environ- mental standards must, however, conform as a minimum, to applicable laws in the jurisdictions in which products are processed, through which they are transported, in which they are stored, or where disposal occurs.) The adoption of an ISO series for IO ethics would call for a set of management systems common to the elements listed in the just refer- enced Jackson article. Emphasis, as in both existing universal standards, is placed on execu- tive commitment and employee involvement. If different ethical standards seem appropriate to the parties to a business relationship, provisions for side agreements might be provided. The one significant conceptual difference between ethical standards and the ISO standards already in place is that the latter are unidirec- tional. Quality standards commit a supplier to meet the customers expectations. Environmental quality requirements imposed by a governmental body impose the obligation on all producers within its jurisdiction. On the other hand, where ethical behavior is the issue, the flow of obliga- tion is two-way. The performance expectations require mutual trust. Ethical violations may be Interorganizational Ethics Standards of Behavior 295 perpetrated by either the supplier or the customer. It would seem unacceptable for one of the parties to require conformity to ethical standards without committing to ethical standards itself. The broad acceptance of a method for uni- versal business facilitation provided by the ISO 9000 series of standards provides a solid basis for similar acceptance for an ethics standard serving the purpose of international and domestic business facilitation. Both ISO 9000 and ISO 14000 provide tested models for the develop- ment, implementation, and monitoring of standards for the conduct of business affairs. Evidence that the benefits that apply to the certification and continuous monitoring of performance under the standards outweigh the costs is provided by ISO 9000s adoption rate and the anticipated acceptance rate of ISO 14000. If the adoption of an ethics standard com- parable to the existing quality and environmental standards is determined to be unacceptable by an empowered international body or its adoption is deferred, some options are available to orga- nizations which see the concept as important to their success. The approach parallels actions taken by some organizations in adopting TQM/CI and JIT practices unilaterally, and, in some cases, dealing only with suppliers that adopt those standards. 1. Incorporate IO ethics standards into its code of ethics. This will provide an internal control mechanism and, if publicized and followed, will provide evidence of trustworthi- ness to its suppliers and customers. Further, this action might encourage other organizations to adopt standards unilaterally or, perhaps, observe them informally. 2. Adopt ethical standards themselves and require that its current and prospective suppliers and/or customers adopt and enforce those stan- dards. 3. Take the lead in promoting the adoption of a code of IO ethics by industry groups and trade associations. This action could be limited to the members within the groups or extended to a requirement that the standards be required of suppliers and/or customers. 4. Trading blocs could require the adoption of the standards by all organizations within the bloc engaged in cross-border trade. Again, this could be limited to suppliers or include those firms importing goods and services from nations within the bloc. The bloc authority might also require that suppliers and/or customers from outside the bloc conform to the standards when dealing with their member nations. The parallel to the creation and adoption of ISO 9000 by the EC and the subsequent diffusion of that universal standard is clear. Is the time for the creation and adoption of a universal standard for IO ethics here? Trust is hard won and costly when misplaced. Sup- planting trust with contracts is not always possible and is costly when that which is agreed to is violated. The continuous shift in the principles under which business operates and rapid growth of cross-border enterprise point to the need for a reliable surrogate for trust. The history of business reveals that the marketplace fails as a guarantor of trust- worthy behavior between organizations even within a single national culture. Even less does the market have the capacity to yield an ethical business environment for a globalized economy. Notes 1 The term, coined to represent the range of com- plementary, interorganizational relationships that lie outside the standard buyer-seller arrangements and business affiliations, is developed and analyzed in A. M. Brandenberger and B. J. Nalebuff: Co-opetition (Doubleday, New York, 1996), pp. 1122. 2 T. Donaldson: 1996, Values in Tension: Ethics Away from Home, Harvard Business Review 74(5) (September-October), 5354 3 T. W. Dunfee and Y. Nagayasu: 1993, Global Business Ethics and Japanese Economic Morality, in T. W. Dunfee and Y. Nagayasu (eds.), Business Ethics: Japan and the Global Economy (Kluwer Academic Publishers, Dordrecht), pp. 9, and 3540. 4 L. Watson: 1995, Dark Nature: A Natural History of Evil (HarperCollins, New York), pp. 4876. 5 F. Fukuyama: 1995, Trust (The Free Press, New York), p. 75. 6 See Fallows discussion of Japans reaction to per- sistent Western nations incursions on other Asian nations autonomy and the effects it has had on Japans national values and behaviors. J. Fallows: 1995, 296 Jerold B. Muskin Looking at the Sun (Vintage Books, New York), pp. 72116. 7 D. P. Baron: 1995, The Nonmarket Strategy System, Sloan Management Review 37(1) (Fall), 76. 8 L. Burton: 1990, Ethical Discontinuities in Public- Private Sector Negotiation, Journal of Policy Analysis and Management 9(1) (Winter), 2338 9 F. Fukuyama: 1995, Trust (The Free Press, New York), pp. 2532. 10 J. L. Badaracco: The IBM-Fujitsu Conundrum, in W. M. Hoffman, J. B. Kamm, R.E. Frederick and E. S. Petry (eds.), Emerging Global Business Ethics (Quorum Books, Westport Conn.), pp. 7988 11 Note also that Korean practice all but prohibits arbitration and, when invoked in Korea, is very time consuming, expensive, and, when concluded, probably favorable to the Korean company. B. L. De Mente: 1994, Korean Etiquette & Ethics in Business (NTC Business Books, Lincolnwood, IL), pp. 8990. 12 J. Fallows, op. cit., pp. 416420. 13 C. K. Prahaladad and G. Hamel: 1990, The Core Competence of Corporations, Harvard Business Review 68(3) (May-June), pp. 80 and 8384. 14 A. W. Singer: 1993, Honeywell Talkes Its Own Ethics Message Overseas, Ethikos 6(6) (May/June), 3. 15 M. Morrow: 1997, ISO 9000 Registration Growth Around the World, in R. W. Peach (ed.), The ISO 9000 Handbook, 3d edition (Richard D. Irwin, Chicago), pp. 689691. 16 B. L. De Mente, op. cit., pp. 6364. 17 F. Harris: 1996, At Coke, Less Fizz Than Meets the Eye, New York Times (sec. 3, Oct 27), 1. 18 B. L. De Mente, op. cit., pp. 6567. 19 In establishing the ability to perform, as an ethical issue, the author points out that while the firm which is directly responsible may itself be trustworthy (competent to deliver), it cannot be relied upon if the firms it relies upon are not, in turn, trustworthy. An organization must, in Jacksons terms, have the requisite motivation to be competent themselves as well as have the requisite skill to select others which are likewise competent. See: J. Jackson: 1992, Preserving Trust in a Pluralist Society, in J. Mahoney and E. Vallance (eds.), Business Ethics in a New Europe (Kluwer Academic Publishers, Dordrecht), pp. 3032. 20 The requirement exists, for organizations con- forming to ISO 9000 standards, that they must, among other things, have mechanisms in place to assure that they can meet all the requirements. . . . It should also be remembered that fulfillment of requirements often goes beyond initial deliverables and extends into product support on a medium- or long- term basis. See: I. Durand, A. Cormaci and R. Goult: 1997, A Basic Guide to Implementing ISO 9000, in R. W. Peach (ed.), The ISO 9000 Handbook, 3d edition (Richard D. Irwin, Chicago), p. 227. 21 A. M. Porter: 1996, Buylines: Ethical Dangers Multiply, Purchasing (Oct 17), p. 20. Due to an increase in face time (occasioned by the era of supplier partnering) . . . friendship now competes with bribes, kickbacks, and other gross acts of fraud as one of the greatest threats to procurement per- sonnel. 21 S. L. Jackson: 1997, Integrating ISO 9001 and ISO 14001, in R. W. Peach (ed.), The ISO 9000 Handbook, 3d edition (Richard D. Irwin, Chicago), p. 496. Drexel University, Department of Marketing, College of Business and Administration, 32nd and Chestnut Street, Philadelphia, PA 19104, U.S.A. E-mail: muskinjb@drexel.edu Interorganizational Ethics Standards of Behavior 297