Professional Documents
Culture Documents
Enterprise Governance
Practices
GITAMSchool of
International Business
October 17-20, 2016
Principles of Enterprise
Governance
Integrity and Ethical Behavior
important for public relations
a necessary element in risk management
and compliance activities.
develop a code of conduct for their directors/
executives and all other stakeholders to
promote ethical and responsible decision
making.
To support, enterprises should establish compliance
and ethics programs to minimize the risk that they
may step outside of ethical and legal boundaries.
Post WWII
Post World War II - the emergence of multinational
corporations and the establishment of a managerial
class.
agency theory model- an enterprise and its
operations are seen as a series of contracts
between managers or principals and their employee
agents.
concept of asymmetric information: one party has
more or better information than the other.
This creates an imbalance of power in transactions,
which can sometimes cause the transactions to go
awry.
FCPA
Began to be questioned in the 1970s following the
Watergate scandal.
19741977 was a time of extreme social and
political turmoil in the United States, and a series of
illegal acts were discovered at the time of the 1972
presidential election
result -passage of the 1977 Foreign Corrupt
Practices Act (FCPA).
The FCPA prohibited bribes to foreign officials and
contained provisions requiring the maintenance of
accurate books and records and systems of internal
accounting control.
FCPA
FCPA required that SEC-regulated enterprises must:
Make and keep books, records, and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the issuers.
Devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that:
Transactions are executed in accordance with managements
authorization.
Transactions are recorded in conformity with GAAP or any other criteria
applicable to such statements, and also to maintain accountability for
assets.
Mission statement
Southwest Airlines, once a regional short-haul passenger airline
that has beat many of its competitors through aggressive ticket
pricing and efficient, innovative customer service. Their mission
statement is the following:
Southwest Airlines is a company that is for anyone and everyone
that wants to get from point A to point B by flying. Our service
and philosophy is to fly safe, with high-frequency, low-cost flights
that can get passengers to their destinations on time and often
closer to their destination. We fly in 58 cities and 30 states and
are the worlds largest short-haul carrier and we make sure that it
is run efficiently and in an economical way.
To organizethe world's informationandmakeituniversally
accessible and useful.
Guess who?
Codes of
Conduct
code of conduct provides the supporting rules for enterprise
stakeholders. It is a living document.
Sox requires that corporations must develop a code of ethics for
their senior financial officers to promote the honest and ethical
handling of any conflicts of interest and their
This code of ethics is disclosed in the enterprises periodic
financial reports.
A code of conduct should be a clear, unambiguous set of rules
or guidance that outlines rules or what is expected of them as
members of the enterprise, whether officers, employees,
contractors, vendors, or any other stakeholders.
The code should be based on the values and legal issues
surrounding an enterprise.
Communications to Stakeholders
and Assuring Compliance
Both Enron and WorldCom had adequate corporate
codes of conduct, but their top corporate officers did not
feel the rules applied to them.
The senior management group should formally
acknowledge that they have read, understand, and will
abide by their code of conduct.
With the management team standing behind it, the
enterprise should next deliver the code of conduct to all
stakeholders in the enterprise.
Rather than just including a copy of the code with
payroll documents, an enterprise should make a formal
effort to present the code in a manner that will gain
attention.
Disclosures
provide information about their operations in a
balanced manner with both positive and
negative information.
an enterprise should develop board of directors
approved written policies designed
to ensure compliance
to ensure accountability
When faced with gray area questions about
whether or not, enterprise stakeholders can look
at this policy and take appropriate actions in a
forthright manner.
Roles of Directors
1. Establish vision, mission, and values for the enterprise.
Establish and monitor the enterprises vision and mission to guide
and set the pace for current operations and future developments.
Determine the values to be promoted throughout the enterprise.
Determine and review enterprise goals and key policies.
Roles of Directors
3. Delegate to management.
Delegate authority to management, and monitor and evaluate the
implementation of policies, strategies, and business plans.
Determine monitoring criteria to be used by the board.
Ensure that internal controls are effective.
Manage and supervise the internal audit function, including the selection of
the chief audit officer (CAO).
Communicate with senior management.
Questions?