The role of corporate boards of directors, more specifically, their legal duties include; duty of care, duty of good faith and duty of loyalty. According to the chapter, duty of care involves the exercise of reasonable care by a board member to ensure that the corporate executives with whom she/he works carry out their management responsibilities and comply with the law in the best interest of the corporation. While duty of good faith requires board members to be obedient to the organizations mission by making sure that their decisions are always in line with the organizations purpose. Duty of loyalty, requires faithfulness, meaning that the board member is expected to act only in the best interest of the firm resolving conflicts of interest and not think about personal gain what so ever.Also, one of the major responsibilities of board members include treating resources of the firm as a trust and to ensure that these resources are utilized in a reasonable, appropriate and legally accountable manner. This is the part where conflict of interests may arise, this generally refers to a situation in which a board member has interests that are in conflict with the best interest of the organization. These may be financial or business interests. Such issues may possibly be eliminated if board members were to own stock of the company. Only then the board members interest would be closely aligned with the firms and the stockholders interests.
Ethical and economic concerns of CEO compensation
In almost all of the recent corporate scandals, there is some underlying accusation of CEOs and other executives making off with millions even as the shareholders and other employees suffer from the particular fallout of these events. According to th...
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...aning they should do whatever it takes to meet the interest of the organization even if it puts their own personal interest is at stake. For instance as it was stated above, members of board of directors act as agent for the stockholders, CEOs are agents for the board members, accountants are agents for their clients and so on. Therefore, this principle assumes that these agents purely act in interest of others to accomplish the organizations objects. However, in reality that is hardly the case, it is part of our human nature that we are greedy and self- interested individuals. many theories have come up to solve the issue of agency problem, one argument is to link executive compensation to the firms performance, meaning that the executives only gain when the stockholders gain. another approach maintaining a strict legal foundation that restricts an agents actions.
Tracing back the history of accounting scandals, major corporate scandals not only hurt the economy but also crush investor confidence on investing in company. Majority of corporate scandal are create by greedy CEOs “cooking the books” to meet the number that they expected. In this case, Richard Scrushy is one of the greedy CEOs. This is a case of a falling American dream. Richard Scrushy, was a self-made son of the new South, a former teenage parent who hauled himself up from a menial job to become an emperor of the new economy.
Hamilton, Stewart and Alicia Micklethwait. "Greed and Corporate Failure: The Lessons from Recent Disasters." New York: Palgrave MacMillan, 2006. 81-97.
Throughout the past several years major corporate scandals have rocked the economy and hurt investor confidence. The largest bankruptcies in history have resulted from greedy executives that “cook the books” to gain the numbers they want. These scandals typically involve complex methods for misusing or misdirecting funds, overstating revenues, understating expenses, overstating the value of assets or underreporting of liabilities, sometimes with the cooperation of officials in other corporations (Medura 1-3). In response to the increasing number of scandals the US government amended the Sarbanes Oxley act of 2002 to mitigate these problems. Sarbanes Oxley has extensive regulations that hold the CEO and top executives responsible for the numbers they report but problems still occur. To ensure proper accounting standards have been used Sarbanes Oxley also requires that public companies be audited by accounting firms (Livingstone). The problem is that the accounting firms are also public companies that also have to look after their bottom line while still remaining objective with the corporations they audit. When an accounting firm is hired the company that hired them has the power in the relationship. When the company has the power they can bully the firm into doing what they tell them to do. The accounting firm then loses its objectivity and independence making their job ineffective and not accomplishing their goal of honest accounting (Gerard). Their have been 379 convictions of fraud to date, and 3 to 6 new cases opening per month. The problem has clearly not been solved (Ulinski).
The corporation’s business is carried out by its management, under the direction of the Board of Directors. The Board, and each committee of the Board, has complete access to management. Also, the Board and committee member’s has access to independent advisors as each considers necessary or appropriate. Mallor, Barnes, Bowers, & Langvardt (2010) state that the Board of Directors also, issues shares, Adopts articles of merger or sha...
This paper will discuss the reasons why CEOs are not being overpaid. It will apply the utilitarian ethical principle to many a few aspects to CEO compensation and whether or not it is justifiable for such pay. The paper will look at whether or not their performance is justifiable for the pay because they play such a big role in the livelihood of the company along with the principle agency theory and how it is being addressed for the benefit of the shareholders and others involved with the company, the supply and demand of the CEOs, and the paper will describe the comparison of other professions to help link the idea of CEOs being fairly compensated.
Corporate governance implies governing a company/organization by a set of rules, principles, systems and processes. It guides the company about how to achieve its vision in a way that benefits the company and provides long-term benefits to its stakeholders. In the corporate business context, stake-holders comprise board of directors, management, employees and with the rising awareness about Corporate Social Responsibility; it includes shareholders and society as well. The principles which...
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
Agency Theory or Principal Agent Theory is the relationship that involved the contractual link between the shareholders (the principals) that provide capital to the company and the management (agent) who runs the company. The principals will engage the agent to carry out some services on their behalf and would normally delegate some decision-making authority to the agents. However, as the number of shareholders and the complexity of operations grew, the agent, who had the expertise and essential knowledge to operate the business and company tend to increasingly gained effective control and put them in a position where they were prone to pursue their own interests instead of shareholder’s interest.
In the aftermath of Enron, Washington Mutual Bank, TYCO, and World Comm these companies went against the grain of what good ethical behavior is and what their respective company’s code of ethics were. The criminal justice system has made it clear that it will not allow companies and their executives to get away with the misuse of public trust by allowing them to make themselves rich at the expense of the employee. Where these crimes are both ethically and morally wrong, the CEO’s of major corporations are being punished by a ...
The Board of Directors believes that the primary responsibility of the Directors is to provide effective governance over Halliburton's affairs for the benefit of its stockholders. Responsibilities responsibility includes: reviewing succession plans and management development programs for members of executive management; reviewing succession plans and management development programs for members of executive management; reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans; adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls; evaluating annually the overall effectiveness of the Board; and reviewing matters of corporate governance
1. Corporate Law for Ontario Business (2012). Farah Jamal Karmali 2. Business Dictionary (2010). http://www.businessdictionary.com/definition/separate-legal-entity.html
The Tyco accounting scandal is an ideal illustration of how individuals who hold key positions in an organization are able to manipulate accounting practices and financial reports for personal gain. The few key individuals involved in the Tyco Scandal (CEO Kozlowski and CFO Swartz), used a number of clever and unique tactics in order to accomplish what they did; including spring loading, manipulating their ‘key-employee loan’ program, and multiple ‘hush money’ payouts.
According to Carol Padgett (2012, 1), “companies are important part of our daily lives…in today’s economy, we are bound together through a myriad of relationships with companies”. The board of directors remain the highest echelon of management in any company. It is the “group of executive and non-executive directors which forms corporate strategy and is responsible for monitoring performance on the behalf of shareholders” (Padgett, 2012:1). Boards are clearly critical to the operation of companies and they are endowed with substantial power in the statute (Companies Act, 2014). The board is responsible for directing and steering the company. The board accomplishes this by business planning and risk management through proper corporate governance.
1. This report seeks to prepare an explanation of what is meant by responsible business. It will be focused on a responsible business topic and also the nature and the importance of it will be discussed as well. The first responsibility of a business is how to gain and increase its profits. This is essential for a business in order to be healthy. So this report will show and explain what a Responsible Business is really in nowadays and how they operate under some circumstances. Then will follow an explanation and evaluation of the role of the government as an influence on responsible business behaviour. After that it continues with a review and evaluation of influences of ethical businesses approaching to responsible business.