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Chapter 1

Chapter Objectives

· Identify stakeholders’ roles in business ethics

· Define social responsibility

· Examine the relationship between stakeholder orientation and social responsibility

· Delineate a stakeholder orientation in creating corporate social responsibility

· Explore the role of corporate governance in structuring ethics and social responsibility in business

· List the steps involved in implementing a stakeholder perspective in social responsibility and business ethics

An Ethical Dilemmahttps://ng.cengage.com/static/nbapps/glossary/images/footstar.png

After Megan Jones finished her BS degree in Management at The University of Rhode Island, she landed a great job with the “app” developing company Global App Creations (GAC). In her six months of training in Human Resources (HR) she faced challenges, but enjoyed working with people and solving their problems.

On Monday morning Megan’s boss, Debbie, placed a 20-inch-thick personnel folder on her desk. “Megan, I want you to review these files and by Friday start the process of finding possible ethics violations. Some employees know this is coming, while others don’t have a clue. It’s your job to write them up for ethics violations and suggest whether you think some of them should go to legal as well. I will add my write-up to each one so you won’t be the only one making the decisions. For now, I’ll make the primary decisions, but sooner or later you’ll be in charge of these tasks. If you have any questions, just stop by and we can talk.”

That afternoon Megan began going through the files. Some were straightforward involving theft of office supplies, inappropriate remarks, and tardiness. GAC’s code was straightforward on such matters. Yet other events appeared confusing. One salesperson was getting an official reprimand for using a company car for personal activities. This didn’t make sense because all the salespeople drove company cars they took home after work. According to the file, the person visited a hospital 10 miles away every evening for the past month. Megan realized every GAC car was equipped with a GPS device. While she didn’t think it was illegal for companies to install tracking devices on items they owned, she heard having information about health or religion could become the basis of a lawsuit if the person’s employment was terminated.

The most shocking file Megan reviewed was that of another employee being fired for sharing confidential information with a competitor. The file contained reports on computer activity, cell phone usage, GPS tracking, and included audio and video of personal conversations, dinners, and hotel rooms. On Tuesday Megan went to Jeremy, who worked for the company for several years, and asked him if he knew of employee tracking at the company.

Jeremy responded, “Well, I have heard rumors that managers want to keep track of employees and monitor whether they share confidential information with competitors. I’ve also heard they monitor where each employee goes through the GPS located in the company car.”

Megan felt uneasy. “Jeremy, is what they are doing legal? Can they track and monitor our every move and conversation?”

Jeremy shrugged. “As far as I know it’s legal, but I’ve never looked into the actual laws. I don’t know why a company should track my personal time outside the office. But what are we supposed to do about it? We all need a job, and each one comes with a price.”

On Thursday Megan met with Debbie and expressed her concerns about the information GAC collects through the employee tracking activities. After she finished, Debbie responded. “Don’t be so naive, Megan. You know as well as I do what employees do outside of work could legally hurt the company. It’s also necessary to make sure employees aren’t sharing confidential information with rivals. This is a competitive industry.”

“But what about this employee using the company car to visit his daughter in the hospital? It was outside work hours and I heard his daughter is sick. What about an individual’s right to privacy concerning medical records?”

Debbie brushed her concerns aside. “We don’t have access to anybody’s medical records. We got this from the GPS device in the company-owned car issued to him. We can’t make exceptions for these types of things. Our reputation for ethics is excellent.”

Then Debbie said, “I hope you haven’t spoken to anyone about these cases because that violates confidentiality. Your job is to review the files and suggest appropriate action. All files and communications about the files are confidential.”

Questions | Exercises

1. If tracking employees through technology is not illegal, why should Megan be concerned if she is not involved in any misconduct?

2. At this point, what are Megan’s alternatives to resolve her current dilemma about her involvement and knowledge about GAC’s tracking of employees?

3. Who should have a stake or an interest in how GAC tracks and monitors its employees?

Business ethics issues, conflicts, and successes revolve around relationships. Building effective relationships is considered one of the most important areas of business today. Many companies consider business ethics a team sport where each member performs and supports others. A business exists because of relationships between employees, customers, shareholders or investors, suppliers, managers, and the community who develop strategies to attain success. In addition, an organization usually has a governing authority, often called a board of directors that provides oversight and direction to assure the organization stays focused on its objectives in an ethical, legal, and socially responsible manner. When unethical acts are discovered in organizations, in most instances cooperation or complicity facilitate the acceptance and perpetuation of the unethical conduct.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Few decisions are made by one individual. Therefore, relationships are associated with organizational success and also organizational misconduct.

A stakeholder framework identifies the internal stakeholders (employees, boards of directors, and managers) and the external stakeholders (customers, special interest groups, regulators, and other groups) who agree, disagree, collaborate, and engage in normal business transactions. Most ethical issues exist because of conflicts about what is right and wrong among and within stakeholder groups. This framework allows an organization to identify, monitor, and respond to the needs, values, and expectations of different stakeholder groups.

The formal system of business accountability and control of ethical and socially responsible behavior is corporate governance. In theory, the board of directors provides oversight for all decisions and use of resources. Ethical issues relate to the role of the board of directors, relationships with shareholders, internal control, risk management, and executive compensation. Ethical leadership is associated with socially responsible corporate governance.

In this chapter, we first focus on the concept of stakeholders and examine how a stakeholder framework helps us understand organizational ethics. Then we identify stakeholders and the importance of a stakeholder orientation. Using the stakeholder framework, we explore the concept and dimensions of social responsibility. Next, we examine corporate governance as a dimension of social responsibility and ethical decision making to provide an understanding of the importance of stakeholder oversight. Finally, we provide the steps for implementing a stakeholder perspective on social responsibility and ethical decisions in business.

2-1Stakeholders Define Ethical Issues in Business

In a business context, customers, shareholders, employees, suppliers, government agencies, communities, and many others who have a “stake” or claim in some aspect of a company’s products, operations, markets, industry, and outcomes are known as  stakeholders . Businesses engage and influence these groups, but these groups also have the ability to engage and influence businesses; thus, the relationship between companies and their stakeholders is a two-way street.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Sometimes activities and negative press generated by special interest groups force a company to change its practices. Google is developing robust profiles of users to target its advertising especially in Europe. Consumer interest groups and even competitors such as Oracle are communicating to regulators that Google’s so-called super profiles can harm users and is unfair competition.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This provides an example of how consumer groups and even competitors can engage businesses through regulators.

There are three approaches to stakeholder theory: normative, descriptive, and instrumental approaches.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png The normative approach identifies ethical guidelines that dictate how firms should treat stakeholders. Normative stakeholder theory affirms that stakeholders have legitimacy and a right to engage organizations. Principles and values provide direction for normative decisions. The descriptive approach focuses on the firm’s behavior and usually addresses how decisions and strategies are made for stakeholder relationships. The instrumental approach to stakeholder theory describes what happens if firms behave in a particular way.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This approach is useful because it examines relationships involved in the management of stakeholders including the processes, structures, and practices that implement stakeholder relationships within an organization. The survival and performance of any organization is a function of its ability to create value for all primary stakeholders and its attempt to do this fairly, not favoring one group over the others.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Many firms experience conflicts with primary stakeholders and consequently can damage their reputations and shareholder confidence. While many threats to reputations stem from uncontrollable events such as economic conditions, ethical misconduct is more difficult to overcome than poor financial performance. Stakeholders most directly affected by negative events experience a corresponding shift in their perceptions of a firm’s reputation. On the other hand, firms sometimes receive negative publicity for misconduct that destroys trust and tarnishes their reputations, making it more difficult to retain existing customers and attract new ones.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png To maintain the trust and confidence of its stakeholders, CEOs and other top managers are expected to act in a transparent and responsible manner. Executives who are involved in misconduct create negative perceptions of their companies. Dov Charney, founder and former CEO of American Apparel, was fired for allegedly misusing funds and violating sexual harassment policies.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Providing untruthful or deceptive information to stakeholders is, if not illegal, certainly unethical and can result in a loss of trust.

Ethical misconduct and decisions that damage stakeholders generally impact the company’s reputation in terms of both investor and consumer confidence. As investor perceptions and decisions begin to take their toll, shareholder value drops, exposing the company to consumer scrutiny that can increase the damage. According to a recent Edelman Trust Survey, the three industries with the lowest level of trust were energy, pharmaceuticals, and financial services. The most trusted industries were technology, food and beverage, and consumer package goods.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Reputation is a factor in consumers’ perceptions of product attributes and corporate image also can lead to consumer willingness to purchase goods and services at profitable prices. Perceived wrongdoing or questionable behavior may lead to boycotts and aggressive campaigns to dampen sales and earnings. A petition placed on the website Change.org demanding that Old Navy stop charging more for plus-sized women’s clothing garnered more than 16,000 signatures. Consumers became angry when they learned that plus-sized clothing for women was more expensive than smaller sizes and plus-sized men’s clothing. They felt that it was discriminatory to charge more for plus-sized women’s clothing than plus-sized men’s clothing since they both use more fabric. Old Navy defended its practice by claiming that plus-sized women’s clothing costs more due to curve-enhancing and other features that men’s clothing does not have. Even if its claims are legitimate, the perceived discrepancy caused a public relations snafu for Old Navy.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This example illustrates how stakeholders can be subject to the risks and costs resulting from business decisions that are not regulated. The more democratic involvement of various stakeholders is one solution to resolve legitimacy deficits.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

New reforms intended to improve corporate accountability and transparency suggest that stakeholders, including regulatory agencies, local communities, attorneys, and public accounting firms, play a major role in fostering responsible decision making.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Stakeholders apply their values and standards to diverse issues, including working conditions, consumer rights, environmental conservation, product safety, and proper information disclosure that may or may not directly affect an individual stakeholder’s own welfare. We can assess the level of social responsibility an organization bears by scrutinizing its effects on the issues of concern to its primary and secondary stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Stakeholders provide resources critical to a firm’s long-term success. These resources may be tangible and intangible. Shareholders, for example, supply capital; suppliers offer material resources or intangible knowledge; employees and managers grant expertise, leadership, and commitment; customers generate revenue and provide loyalty with word-of-mouth promotion; local communities provide infrastructure; and the media transmits positive corporate images. In a spirit of reciprocity, stakeholders are anticipated to be fair, loyal, and treat the corporation in a responsible way.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png When individual stakeholders share expectations about desirable business conduct, they may choose to establish or join formal communities dedicated to defining and advocating these values and expectations. Stakeholders’ abilities to withdraw these needed resources gives them power over businesses.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png For instance, Google had to deal with controversy over placing ads on inappropriate content. Advertisers including the U.K. government, Marks & Spencer PLC, as well as others suspended advertising from Google. This illustrated the power of stakeholders to withdraw resources.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

2-1aIdentifying Stakeholders

We can identify two types of stakeholders.  Primary stakeholders  are those whose continued association and resources are absolutely necessary for a firm’s survival. These include employees, customers, and shareholders, as well as the governments and communities that provide necessary infrastructure. Figure 2-1 indicates that strong ethical corporate cultures are on the rise. There are many positive aspects of maintaining an ethical organizational culture. First, Ethisphere Magazine has a process for selecting the world’s most ethical companies each year. Companies selected for this honor outperform the S&P 500 by 3.3 percent. Noting its importance, almost 50 percent of professionals cite the goal of their training programs is to create a culture of “ethics and respect.” In addition, nearly a third of employees quit an organization because they do not agree with a company’s ethical standards, representing an ongoing opportunity to improve the organizational culture.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Ethical corporate cultures are important because they are linked to positive relationships with stakeholders. By the same token, concern for stakeholders’ needs and expectations is necessary to avoid ethical conflicts.

Figure 2-1Two in Three Companies Now Have Positive Ethics Cultures

Note: Due to rounding, some numbers do not equal 100 percent.

Source: Ethics Resource Center, National Business Ethics Survey of the U.S. Workforce (Arlington, VI: Ethics Resource Center, 2014), 17.

Secondary stakeholders  do not typically engage directly in transactions with a company and are therefore not essential to its survival. These include the media, trade associations, and special interest groups like the American Association of Retired People (AARP), a special interest group working to support retirees’ rights such as health care benefits. Both primary and secondary stakeholders embrace specific values and standards that dictate acceptable and unacceptable corporate behaviors. It is important for managers to recognize that while primary groups may present more day-to-day concerns, secondary groups cannot be ignored or given less consideration in the ethical decision making process because they have legitimacy.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Sometimes a secondary stakeholder can have as much—if not more—power to influence outcomes than a primary stakeholder. Table 2-1 shows a select list of issues important to various stakeholder groups and identifies how corporations impact these issues.

Table 2-1

Examples of Stakeholder Issues and Associated Measures of Corporate Impacts

Stakeholder Groups and Issues

Potential Indicators of Corporate Impact on These Issues

Employees

1.

Compensation and benefits

Ratio of lowest wage to national legal minimum or to local cost of living

2.

Training and development

Changes in average years of training of employees

3.

Employee diversity

Percentages of employees from different genders and races

4.

Occupational health and safety

Standard injury rates and absentee rates

5.

Communications with management

Availability of open-door policies or ombudsmen

Customers

1.

Product safety and quality

Number of product recalls over time

2.

Management of customer complaints

Number of customer complaints and availability of procedures to answer them

3.

Services to disabled customers

Availability and nature of measures taken to ensure services to disabled customers

Investors

1.

Transparency of shareholder communications

Availability of procedures to inform shareholders about corporate activities

2.

Shareholder rights

Frequency and type of litigation involving violations of shareholder rights

Suppliers

1.

Encouraging suppliers in developing countries

Prices offered to suppliers in developed countries in comparison to countries’ other suppliers

2.

Encouraging minority suppliers

Percentage of minority suppliers

Community

1.

Public health and safety protection

Availability of emergency response plan

2.

Conservation of energy and materials

Data on reduction of waste produced and comparison to industry

3.

Donations and support of local organizations

Annual employee time spent in community service

Environmental Groups

1.

Minimizing the use of energy

Amount of electricity purchased; percentage of “green” electricity

2.

Minimizing emissions and waste

Type, amount, and designation of waste generated

3.

Minimizing adverse environmental effects of goods and services

Percentage of product weight reclaimed after use

Enlarge Table

Figure 2-2 offers a conceptualization of the relationship between businesses and stakeholders. In this  stakeholder interaction model , there are reciprocal relationships between the firm and a host of stakeholders. In addition to the fundamental input of investors, employees, and suppliers, this approach recognizes other stakeholders and explicitly acknowledges that dialogue exists between a firm’s internal and external environments. Corporate social responsibility actions that put employees at the center of activities gain the support of both external and internal stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Figure 2-2Interactions between a Company and Its Primary and Secondary Stakeholders

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Source: Adapted from Isabelle Maignan, 0. C. Ferrell, and Linda Ferrell, “A Stakeholder Model for Implementing Social Responsibility in Marketing,” European Journal of Marketing 39 (2005): 956–977.

2-1bA Stakeholder Orientation

The degree to which a firm understands and addresses stakeholder demands can be referred to as a  stakeholder orientation . A stakeholder orientation involves “activities and processes within a system of social institutions that facilitate and maintain value through exchange relationships with multiple stakeholders.”https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This orientation comprises three sets of activities:

1. the organization-wide generation of data about stakeholder groups and assessment of the firm’s effects on these groups,

2. the distribution of this information throughout the firm, and

3. the responsiveness of the organization as a whole to this information.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Generating data about stakeholders begins with identifying the stakeholders relevant to the firm. Relevant stakeholder groups should be analyzed on the basis of the power each enjoys, as well as by the ties between them and the company. Next, the firm should identify the concerns about the business that are relevant to each stakeholder group. This information is derived from formal research, including surveys, focus groups, Internet searches, and press reviews. For example, Shell has an online discussion forum that invites website visitors to express their opinions on the implications of the company’s activities. Employees and managers also generate this information informally as they carry out their daily activities. For example, purchasing managers know about suppliers’ demands, public relations executives are tuned into the media, legal counselors are aware of the regulatory environment, financial executives connect to investors, sales representatives are in touch with customers, and human resources advisers communicate directly with employees. Finally, companies should evaluate their impact on the issues of importance to the various stakeholders they identify.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png While shareholders desire strong profitability and growth, societal stakeholders have needs extending beyond these two requirements.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Given the variety of employees involved in the generation of information about stakeholders, it is essential the information gathered be circulated throughout the firm. The firm must facilitate the communication of information about the nature of relevant stakeholder communities, concerns, and impact of the firm on these issues to all members of the organization. The dissemination of stakeholder intelligence can be formally organized through newsletters and internal information forums.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Companies should use these activities to communicate the company’s code of conduct to employees. Such communication informs employees about appropriate and inappropriate conduct within the organization. Research suggests employees in organizations with ethical codes of conduct are less accepting of potential misconduct toward stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Ethical codes are of little use if they are not effectively communicated throughout the firm.

A stakeholder orientation is not complete without including activities that address stakeholder issues. For example, manufacturers in some countries have been under attack for product quality issues and safety violations. Nonprofit groups attacked Apple for alleged abuse by one of its suppliers. According to the groups, workers at a Chinese factory run by Taiwan-based Catcher Technology Co. handled toxic chemicals without protective gear. The factory was also accused of dumping toxic chemicals into a sewer that leads into a river. As the most powerful member of the supply chain, Apple is expected to promote safety and workers’ rights throughout its distribution network.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

The responsiveness of an organization as a whole to stakeholder intelligence consists of the initiatives the firm adopts to ensure it abides by or exceeds stakeholder expectations and has a positive impact on stakeholder issues. Such activities are likely specific to a particular stakeholder group (for example, family friendly work schedules) or to a particular stakeholder issue (such as pollution reduction programs). These responsive processes typically involve participation of the concerned stakeholder groups. Nestle, for example, adopted tougher standards for its suppliers that included eliminating gestation crates for female pigs after animal rights advocacy groups pushed for reform.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

A stakeholder orientation can be viewed as a continuum in that firms are likely to adopt the concept to varying degrees. To gauge a firm’s stakeholder orientation, it is necessary to evaluate the extent the firm adopts behaviors that typify the generation and dissemination of stakeholder intelligence and the responsiveness to this intelligence. A given organization may generate and disseminate more intelligence about some stakeholder communities than others and respond accordingly.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Social Responsibility and Business Ethics

The terms ethics and social responsibility are often used interchangeably, but each has a distinct meaning. In Chapter 1, we defined social responsibility as an organizations obligation to maximize its positive impact on stakeholders and minimize its negative impact. For example, Starbucks encouraged investors to get involved with its sustainability efforts by issuing $496 million in bonds just for sustainability projects.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png The Container Store pays its average retail worker an average of $48,000.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png SC Johnson gives 5 percent of pre-tax profits to corporate giving and is investing in wind turbines to power some of its manufacturing plants.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Conversely, one study found that a firm’s sales margin will be damaged by the unethical treatment of stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Many other businesses have tried to determine what relationships, obligations, and duties are appropriate between their organizations and various stakeholders. Social responsibility can be viewed as a contract with society, whereas business ethics involves carefully thought-out rules or heuristics of business conduct that guide decision making.

There are four levels of social responsibility—economic, legal, ethical, and philanthropic (see Figure 2-3).https://ng.cengage.com/static/nbapps/glossary/images/footstar.png At the most basic level, companies have a responsibility to be profitable at an acceptable level to meet the objectives of shareholders and create value. Of course, businesses are expected to obey all relevant laws and regulations. For example, the European Union passed a law giving EU Internet users the “right to be forgotten.” This means that consumers have the right to request Google to delete content they no longer want recorded from search results. Individual countries in the European Union have the freedom to enforce this ruling as they see fit. An EU panel believes this ruling should apply to all countries, not just those limited to the European Union. A worldwide enforcement of this law would require Google to make extensive changes to how it manages customer information.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Figure 2-3Steps of Social Responsibility

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© Galyna Andrushko/ Shutterstock.comSource: Adapted from Archie B. Carroll, “The Pyramid of Corporate Social Responsibility: Toward the Moral Management of Organizational Stakeholders,” Business Horizons 34 (July–August 1991): 42, Fig.3.

Business ethics, as previously defined, comprises principles and values that meet the expectations of stakeholders. Philanthropic responsibility refers to activities that are not required of businesses but that contribute to human welfare or goodwill. Ethics, then, is one dimension of social responsibility. Ethical decisions by individuals and groups drive appropriate decisions and are interrelated with all of the levels of social responsibility. For example, the economic level can have ethical consequences when making managerial decisions.

The term  corporate citizenship  is often used to express the extent to which businesses strategically meet the economic, legal, ethical, and philanthropic responsibilities placed on them by various stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Corporate citizenship has four interrelated dimensions: strong sustained economic performance, rigorous compliance, ethical actions beyond what the law requires, and voluntary contributions that advance the reputation and stakeholder commitment of the organization. A firm’s commitment to corporate citizenship indicates a strategic focus on fulfilling the social responsibilities its stakeholders expect. Corporate citizenship involves acting on the firm’s commitment to corporate citizenship philosophy and measuring the extent to which it follows through by actually implementing citizenship initiatives. Table 2-2 shows companies that have been ranked each year through the Ethisphere World’s Most Ethical Companies. These 13 companies have received recognition repeatedly out of over 120 recognized firms. As Chapter 1 demonstrated, many of these companies have superior financial performance compared to the indexes of other publicly traded firms.

Table 2-2

Ethisphere World’s Most Ethical Companies–Honorees Every Year of the Rankinghttps://ng.cengage.com/static/nbapps/glossary/images/footstar.png

1.

Aflac Inc.

2.

Deere & Company

3.

Ecolab Inc.

4.

Fluor Corporation

5.

General Electric

6.

International Paper

7.

Kao Corporation

8.

Milliken & Company

9.

PepsiCo

10.

Starbucks Corporation

11.

Texas Instruments

12.

UPS, Inc.

13.

Xerox Corporation

Enlarge Table

Source: Jeff Kauflin, “The World’s Most Ethical Companies 2017,” Forbes, March 14, 2017, https://www.forbes.com/sites/jeffkauflin/2017/03/14/the-worlds-most-ethical-companies-2017/#3fa09637bc33 (accessed April 6, 2017).

Reputation is one of organization’s greatest intangible assets with tangible value. The value of a positive reputation is difficult to quantify, but it is important. A single negative incident can influence perceptions of a corporation’s image and reputation instantly and for years afterward. Corporate reputation, image, and brands are more important than ever and are among the most critical aspects of sustaining relationships with constituents including investors, customers, employees, media, and regulators. Although an organization does not control its reputation in a direct sense, its actions, choices, behaviors, and consequences influence stakeholders’ perceptions of it. For instance, employees are likely to perceive their firm’s corporate social responsibility initiatives as authentic if the program appears to fit with the company’s true identity and if they take a leadership role in these initiatives. Employees who feel their firms’ corporate social responsibility programs are authentic are more likely to identify and connect with the organization.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Even lower-level, frontline, and service contact employees identify and move with an organization if they perceive that management and the firm’s customers support social responsibility programs. This means social responsibility initiatives can create observable changes in employee behavior.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

2-3Issues in Social Responsibility

Social responsibility rests on a stakeholder orientation. The realities of global warming, obesity, consumer protection, and other issues are causing companies to look at a broader, more inclusive stakeholder orientation. In other words, a broader view of social responsibility looks beyond pragmatic and firm-centric interests and considers the long-term welfare of society. Each stakeholder is given due consideration. There needs to be a movement away from self-serving “co-optation” and a narrow focus on profit maximization.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png In fact, there is strong evidence that an overemphasis on profit maximization is counter-productive. Long-term relationships with stakeholders develop trust, loyalty, and the performance necessary to maintain profitability. Issues generally associated with social responsibility can be separated into four general categories: social issues, consumer protection, sustainability, and corporate governance.

Social issues are associated with the common good. The common good is the idea that because people live in a community, social rules should benefit the community. This supports the premise that all people have the right to try and obtain the basic necessities of life.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png In other words, social issues deal with concerns affecting large segments of society and the welfare of the entire society. In terms of social responsibility, managers address social issues by examining the different groups to which they have an obligation. Managers failing to meet these social obligations can create criticism and negative publicity for their organizations.

Social issues may encompass events such as jobs lost through outsourcing, health issues, gun rights, and poverty. While these issues may be indirectly related to business, there is a need to reflect on them in developing strategies in certain cases. Issues that directly relate to business include obesity, smoking, and exploiting vulnerable or impoverished populations, as well as a number of other issues. For example, marketers are increasingly targeting food advertising to children through websites. One study found approximately 85 percent of food brands have websites with content targeted toward children.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png With the childhood obesity epidemic increasing, marketers of foods perceived to be unhealthy are being pressured to change their strategies to account for this growing concern. In addition, some economic issues have ramifications to society such as antitrust, employee well-being, insider trading, and other issues that diminish competition and consumer choice.

First, data privacy is one of the most important social and ethical issues facing marketing today. The Federal Trade Commission regulates issues related to data privacy. Cybercrimes, such as identity theft and online fraud, are major concerns. There is a need to address the ethical and legal responsibilities to determine risks and develop protection to consumers. All organizations need to understand how to develop cybersecurity and have contingency plans to respond if a data breach happens. With big data and the need to collect consumer data come the responsibility to establish a data privacy ethical culture as a top priority.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

The second major issue is consumer protection, which often occurs in the form of laws passed to protect consumers from unfair and deceptive business practices. Issues involving consumer protection usually have an immediate impact on the consumer after a purchase. Major areas of concern include advertising, environmental hazards, financial practices, and product safety. Because consumers are less knowledgeable about certain products or business practices, it is the responsibility of companies to take precautions to prevent consumers from being harmed by their products. For instance, businesses marketing products that could potentially be harmful have the responsibility to put warning labels on their products. The Federal Trade Commission and the Consumer Financial Protection Bureau are intent on enforcing consumer protection laws and pursuing violations.

Deceptive advertising has been a hot topic in the consumer protection area. For instance, covert marketing occurs when companies use promotional tools to make consumers believe the promotion is coming from an independent third party rather than from the company.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Often companies are forced to disclose to consumers if they are paying another entity to promote their products. However, as with many business ethics issues, some advertising practices skirt the line between ethical and questionable behavior. For instance, some believe promotions embedded into television programs without informing consumers are a type of covert marketing that warrants greater consumer protection.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Native advertising has become another issue. Native advertising blends digital advertisements or company promotions with content on the website where it is featured. The promotion has the look and feel of the content. Critics claim that native advertising might confuse consumers if they cannot tell the difference between an advertisement and legitimate content.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Companies must be knowledgeable about consumer protection laws and recognize whether their practices could be construed as deceptive or unfair.

The third major issue is sustainability. We define sustainability as the potential for the long-term well-being of the natural environment, including all biological entities, as well as the mutually beneficial interactions among nature and individuals, organizations, and business strategies. With major environmental challenges such as global warming and the passage of new environmental legislation, businesses can no longer afford to ignore the natural environment as a stakeholder. Companies with an effective environmental management system certified by ISO 14001—an international environmental management standard—tend to have improved financial performance in the long run.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Even industries traditionally considered high in pollution, such as the oil and gas industry, are investing in sustainable practices like alternative energy. Because sustainability is a major ethical issue, we cover this topic in more detail in Chapter 12.

Corporate governance is the fourth major issue of corporate social responsibility.  Corporate governance  involves the development of formal systems of accountability, oversight, and control. Strong corporate governance mechanisms remove the opportunity for employees to make unethical decisions. Research has shown that corporate governance has a positive relationship with social responsibility. For instance, one study revealed a positive correlation with corporate governance and corporate social responsibility engagement.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Additionally, firms with strong corporate governance mechanisms that prompt them to disclose their social responsibility initiatives can establish legitimacy and trust among their stakeholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png We discuss corporate governance in more detail later in this chapter.

2-4Social Responsibility and the Importance of a Stakeholder Orientation

Many business people and scholars question the role of ethics and social responsibility in business. Legal and economic responsibilities are generally accepted as the most important determinants of performance. “If this is well done,” say classical economic theorists, “profits are maximized more or less continuously and firms carry out their major responsibilities to society.”https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Some economists believe if companies address economic and legal issues they satisfy the demands of society, and trying to anticipate and meet additional needs would be almost impossible. Milton Friedman has been quoted as saying “the basic mission of business [is] … to produce goods and services at a profit, and in doing this, business [is] making its maximum contribution to society and, in fact, being socially responsible.”https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Even with the business ethics scandals of the twenty-first century, Friedman suggests that although those individuals guilty of wrongdoing should be held accountable, the market is a better deterrent to wrongdoing than new laws and regulations.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Thus, Friedman would diminish the role of stakeholders such as the government and employees in requiring businesses to demonstrate responsible and ethical behavior. Friedman’s capitalism is a far cry from Adam Smith, one of the founders of capitalism. Smith developed the concept of the invisible hand and explored the role of self-interest in economic systems; however, he went on to explain that the “common good is associated with six psychological motives and that each individual has to produce for the common good, with values such as Propriety, Prudence, Reason, Sentiment and promoting the happiness of mankind.”https://ng.cengage.com/static/nbapps/glossary/images/footstar.png These values correlate with the needs and concerns of stakeholders. Smith established normative expectations for motives and behaviors in his theories about the invisible hand. For instance, he distinguished justice as consisting of perfect or inalienable rights, such as the right to property, from beneficence, consisting of imperfect rights that should be performed but cannot be forced. A stakeholder orientation perspective would advocate managers take into account both the perfect and imperfect rights of stakeholders. Yet when trade-offs are necessary, justice should be given priority over beneficence.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Debate Issue: Take a Stand

Is It Acceptable to Promote a Socially Irresponsible but Legal Product to Stakeholders?

When you think of cheating, you may think of irresponsible behavior in the classroom. But Noel Biderman created a company called Avid Life Media (based in Toronto) that is dedicated to another form of cheating.

Avid Life Media is owner of several different love-connection brands, including Cougar Life and its most controversial brand, Ashley Madison. With the motto “Life Is Short. Have an Affair,” the website has had more than 31 million users over its lifetime. The company encourages married men and women to spend less than a minute to register on the largest website to openly promote infidelity. The company employs hundreds of programmers, designers, and marketers and has conducted a private placement for investors. While many stakeholders would say the purpose of the website is wrong, there is nothing illegal about this business. But the fact that the website helps people engage in cheating on their spouses—including providing an email address to which one’s spouse would never have access—is an ethical issue. The company’s website was hacked and a threat was made to reveal member’s names if the site was not shut down. The hacking led to extremely sensitive personal information being leaked and resulted in at least one suicide. The company settled for $1.7 million with 13 states and the Federal Trade Commission. The company has agreed to not engage in some of the controversial behaviors that it has been involved with in the past, including no fake profiles and tighter data security.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

1. There is nothing wrong in providing a legal service many people desire, and those that hack the site to close it down should be punished.

2. From a stakeholder perspective, it is wrong to provide socially irresponsible services, and those who hacked the site to have it shut down were providing a public service.

3. Is it wrong for hackers to release the names of people who register on the Ashley Madison website?

Evidence suggests caring about the well-being of stakeholders leads to increased profits. One study found when firms were placed on a socially responsible index, stakeholders reacted positively.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Other studies also associate a stakeholder orientation with increased profits.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Therefore, although the purpose of a stakeholder orientation is to maximize positive outcomes that meet stakeholder needs,https://ng.cengage.com/static/nbapps/glossary/images/footstar.png the support stakeholders have for companies they perceive to be socially responsible also serve to enhance the firms’ profitability. Table 2-3 lists CR Magazine’s best companies in terms of corporate citizenship and social responsibility. Many of these firms are highly profitable, succeeding both ethically and financially.

Table 2-3

CR’s Best Corporate Citizens

1.

Microsoft Corporation

2.

Intel Corp.

3.

Hasbro, Inc.

4.

Johnson & Johnson

5.

Ecolab, Inc.

6.

Bristol-Myers Squibb Co.

7.

Xerox Corp.

8.

Lockheed Martin Corp.

9.

Lexmark International, Inc.

10.

Campbell Soup Co.

Source: CR’s 100 Best Corporate Citizens 2016, http://www.thecro.com/wp-content/uploads/2016/04/100best_1.pdf (accessed April 6, 2017).

2-5Corporate Governance Provides Formalized Responsibility to Stakeholders

Most businesses, and often many subjects taught in business schools, operate under the assumption that the purpose of business is to maximize profits for shareholders—an assumption manifest, for example, in the 1919 decision of the Michigan Supreme Court. In Dodge v. Ford Motor Co.,https://ng.cengage.com/static/nbapps/glossary/images/footstar.png the court ruled that a business exists for the profit of shareholders, and the board of directors should focus on that objective. In contrast, the stakeholder model places the board of directors in the position of balancing the interests and conflicts of a company’s various constituencies. External control of the corporation resides not only with government regulators but also with key stakeholders including employees, consumers, and communities, which exert pressure for responsible conduct. In fact, social responsibility activities have a positive impact on consumer identification with and attitude toward the brand.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Mandates for stakeholder interests have been institutionalized in legislation that provides incentives for responsible conduct. Shareholders have been pushing for more power in the boardroom, as many feel their interests have not been well represented in the resolution of issues such as executive compensation.

Today, the failure to balance stakeholder interests can result in a failure to maximize shareholders’ wealth. As a result, investors often examine executive actions that could involve a conflict of interest with great scrutiny. Most firms are moving toward a more balanced stakeholder model as they see that this approach sustains the relationships necessary for long-term success. Both directors and officers of corporations are fiduciaries for the shareholders. Fiduciaries are persons placed in positions of trust that act on behalf of the best interests of the organization. They have what is called a duty of care, or a duty of diligence, to make informed and prudent decisions.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Directors have a duty to avoid ethical misconduct and provide leadership in decisions to prevent ethical misconduct in the organization.

Directors are not generally held responsible for negative outcomes if they have been informed and diligent in their decision making. Board members have an obligation to request information, conduct research, use accountants and attorneys, and obtain the services of ethical compliance consultants to ensure the corporations in which they have an interest are run in an ethical manner. The National Association of Corporate Directors, a board of directors’ trade group, has helped formulate a guide for boards to help them do a better job of governing corporate America.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Directors share a duty of loyalty, which means all their decisions should be in the best interests of the corporation and its stakeholders. Conflicts of interest exist when a director uses the position to obtain personal gain, usually at the expense of the organization. For example, before the passage of the Sarbanes–Oxley Act in 2002, directors could give themselves and their officers interest-free loans. Scandals at Tyco, Kmart, and WorldCom are all associated with officers receiving personal loans that damaged the corporation.

Officer compensation packages present a challenge for directors, especially those on the board who are not independent. Directors have an opportunity to vote for others’ compensation in return for their own increased compensation. Following the global financial crisis, many top executives at failed firms received multimillion dollar bonuses in spite of the fact their companies required huge government bailouts simply to stay afloat. This has led to a greater amount of shareholder activism regarding the issue of executive pay. Directors now find shareholders want to vote on executive officers’ compensation, and although their votes are not binding in the United States, investor pressure has increased the shareholder role in deciding executive compensation. For example, BP’s shareholders rejected a proposal to give the CEO, Bob Dudley, a 20 percent pay hike. Dudley’s pay and benefit package was almost $20 million. The proposed pay hike came during a time of poor financial performance, losing $5.2 billion and plans to lay off 7,000 employees.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Directors’ knowledge about the investments, business ventures, and stock market information of a company creates issues that could violate their duty of loyalty. Insider trading of a firm’s stock has specific rules, and violations should result in serious punishment. The obligations of directors and officers for legal and ethical responsibility interface and fit together based on their fiduciary relationships. Ethical values should guide decisions and buffer the possibility of illegal conduct. With increased pressure on directors to provide oversight for organizational ethics, there is a trend toward directors receiving training to increase their competency in ethics programs development, as well as other areas. As issues increase, more pressure is placed on the board’s audit committee to address anything related to risk. While their primary role has been financial reporting, today boards are responsible for issues such as whistle-blower claims, cybersecurity, and bribery.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Automated systems to monitor and measure the occurrence of ethical issues within organizations are increasingly used in this oversight process.

Accountability is an important part of corporate governance. Accountability refers to how closely workplace decisions align with a firm’s stated strategic direction and its compliance with ethical and legal considerations. Oversight provides a system of checks and balances that limit employees’ and managers’ opportunities to deviate from policies and strategies aimed at preventing unethical and illegal activities. Control is the process of auditing and improving organizational decisions and actions. Table 2-4 lists examples of major corporate governance issues.

Table 2-4

Corporate Governance Topics

Shareholder rights

Board composition

Financial oversight

Risk management

Board engagement and communication

Link between executive compensation and performance

CEO and executive succession

Board oversight of company talent development

Ethics and compliance programs

Source: Cydney Posner, “NACD releases ‘Critical Issues for Board Focus in 2015’,” PubCo @ Cooley, November 13, 2014, http://cooleypubco.com/2014/11/13/nacd-releases-critical-issues-for-board-focus-in-2015/ (accessed April 6, 2017)

A clear delineation of accountability helps employees, customers, investors, government regulators, and other stakeholders understand why and how the organization identifies and achieves its goals. Corporate governance establishes fundamental systems and processes for preventing and detecting misconduct, for investigating and disciplining, and for recovery and continuous improvement. Effective corporate governance creates a compliance and ethics culture so employees feel integrity is at the core of competitiveness.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Even if a company adopts a consensus approach for decision making, there should be oversight and authority for delegating tasks, making difficult and sometimes controversial decisions, balancing power throughout the firm, and maintaining ethical compliance. Governance also provides mechanisms for identifying risks and planning for recovery when mistakes or problems occur.

The development of a stakeholder orientation should interface with the corporation’s governance structure. Corporate governance also helps establish the integrity of all relationships. A governance system without checks and balances creates opportunities for top managers to indulge self-interest before those of important stakeholders. For example, while many people lost their investments during the recent financial crisis, some CEOs actually made a profit from it. Some directors tweaked performance targets in order to make goals easier to achieve so they could receive more bonus money. Bonuses have become a contentious issue since they are the part of an executive’s pay most tied to performance. Many people ask why executives receive bonuses as their companies fail; the fact is most executive bonuses are tied to targets other than stock prices.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Concerns about the need for greater corporate governance are not limited to the United States. Reforms in governance structures and issues are occurring all over the world.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Table 2-5 outlines some of the changes we have seen in corporate governance.

Table 2-5

Changes in Corporate Governance

51% of directors say their company has split the CEO and Chair functions.

Public company directors spend an average of 219 hours on their responsibilities.

51% of directors say their boards have adopted a mandatory retirement age.

41% of directors are involved in overseeing the company’s monitoring of social media for adverse publicity.

One-third of directors say their boards have interacted with an activist in the past year.

24% of all new S&P 500 directors in the last two years have been women.

Issues that boards want to focus on: strategic planning, IT risks, succession planning, and IT strategy.

Important characteristics in directors: strong expertise in financial, industry, operational, and risk management areas.

The three major reasons for not replacing an underperforming director: leadership discomfort in addressing the issue, no individual director assessments, and board assessment processes not effective.

73% of directors believe it is appropriate to discuss executive compensation with shareholders.

Enlarge Table

Source: PricewaterhouseCoopers LLP, “Trends shaping governance and the board of the future: PwC’s 2014 Annual Corporate Directors Survey,” http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-survey/assets/annual-corporate-directors-survey-full-report-pwc.pdf (accessed April 6, 2017)

Corporate governance normally involves strategic decisions and actions by boards of directors, business owners, top executives, and other managers with high levels of authority and accountability. In the past these people have been relatively free from scrutiny, but changes in technology such as social media, consumer activism, as well as recent ethical scandals have brought new attention to communication and transparency. Corporate managers engage in dialogue with shareholder activists when the firm is large, responsive to stakeholders, the CEO is the board chair, and there are few large institutional investors that control significant shares of stock.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

2-5aViews of Corporate Governance

To better understand the role of corporate governance in business today, we must consider how it relates to fundamental beliefs about the purpose of business. Some organizations take the view that as long as they are maximizing shareholder wealth and profitability, they are fulfilling their core responsibilities. Other firms, however, believe that a business is an important member, even a citizen, of society, and therefore must assume broad responsibilities that include complying with social norms and expectations. From these assumptions, we can derive two major approaches to corporate governance: the shareholder model and the stakeholder model.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

The  shareholder model of corporate governance  is founded in classic economic precepts, including the goal of maximizing wealth for investors and owners. For publicly traded firms, corporate governance focuses on developing and improving the formal system for maintaining performance accountability between top management and the firm’s shareholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Thus, a shareholder orientation should drive a firm’s decisions toward serving the best interests of investors. Underlying these decisions is a classic agency problem, in which ownership (investors) and control (managers) are separate. Managers act as agents for investors, whose primary goal is increasing the value of the stock they own. However, investors and managers are distinct parties with unique insights, goals, and values with respect to the business. Managers, for example, may have motivations beyond stockholder value, such as market share, personal compensation, or attachment to particular products and projects. Because of these potential differences, corporate governance mechanisms are needed to align investor and management interests. The shareholder model has been criticized for its singular purpose and focus because there are other ways of “investing” in a business. Suppliers, creditors, customers, employees, business partners, the community, and others also invest their resources into the success of the firm.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

The  stakeholder model of corporate governance  adopts a broader view of the purpose of business. Although a company certainly has a responsibility for economic success and viability to satisfy its stockholders, it must also answer to other stakeholders, including employees, suppliers, government regulators, communities, and the special interest groups with which it interacts. Because of limited resources, companies must determine which of their stakeholders are primary. Once the primary groups are identified, managers must implement the appropriate corporate governance mechanisms to promote the development of long-term relationships.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This approach entails creating governance systems that consider stakeholder welfare in tandem with corporate needs and interests. Patagonia, Yahoo!, and Google all use the stakeholder model of corporate governance to direct their business activities.

Although these two approaches represent the ends of a continuum, the reality is the shareholder model is a more restrictive precursor to the stakeholder orientation. Many businesses evolved into the stakeholder model as a result of government initiatives, consumer activism, industry activity, and other external forces.

2-5bThe Role of Boards of Directors

For public corporations, boards of directors hold the ultimate responsibility for their firms’ success or failure, as well as the ethics of their actions. This governing authority is held responsible by amendments to the Federal Sentencing Guidelines for Organizations (FSGO) for creating an ethical culture that provides leadership, values, and compliance. The members of a company’s board of directors assume legal responsibility for the firm’s resources and decisions, and they appoint its top executive officers. Board members have a fiduciary duty, meaning they have assumed a position of trust and confidence that entails certain responsibilities, including acting in the best interests of those they serve. Thus, board membership is not intended as a vehicle for personal financial gain; rather, it provides the intangible benefit of ensuring the success of both the organization and the people involved in the fiduciary arrangement. The role and expectations of boards of directors assumed greater significance in the last 15 years after accounting scandals, and the global financial crisis motivated many stakeholders to demand greater accountability from boards.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Despite this new emphasis on accountability for board members, many continue to believe current directors do not face serious consequences for corporate misconduct. Although directors may be sued by shareholders, the Securities and Exchange Commission (SEC) does not usually pursue corporate directors for misconduct unless it can be proved they acted in bad faith. The traditional approach to directorship assumed board members managed the corporation’s business, but research and practical observation show that boards of directors rarely, if ever, perform the management function.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Boards meet only a few times a year, which precludes them from managing directly. In addition, the complexity of modern organizations mandates full attention on a daily basis to manage effectively. Therefore, boards of directors primarily concern themselves with monitoring the decisions made by executives on behalf of the company. This function includes choosing top executives, assessing their performance, helping to set strategic direction, and ensuring oversight, control, and accountability mechanisms are in place. Thus, board members assume ultimate authority for their organization’s effectiveness and subsequent performance.

Again, perhaps one of the most challenging ethical issues boards of directors must deal with is compensation. When considering executive pay raises, directors may put their own self-interest above the interests of shareholders.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Another issue is the compensation the directors themselves receive. Trends show that director compensation is rising. Total median compensation for an independent board member of an S&P 500 company is $255,000.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Proponents argue that high compensation for part-time work is necessary because directors have a difficult job and good pay is needed to attract top-quality talent. On the other hand, critics believe this level of compensation causes a conflict of interest for directors. Some speculate compensation over $200,000 makes directors more complacent; they become less concerned with “rocking the boat” and more concerned with maintaining their high-paying positions.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Clearly, the debate over director accountability continues to rage.

2-5cGreater Demands for Accountability and Transparency

Just as improved ethical decision making requires more of employees and executives, boards of directors are also experiencing a greater demand for accountability and transparency. In the past, board members were often retired company executives or friends of current executives, but the trend today is toward “outside directors” who have little vested interest in the firm before assuming the director role. Inside directors are corporate officers, consultants, major shareholders, and others who benefit directly from the success of the organization. Directors today are increasingly chosen for their expertise, competence, and ability to bring diverse perspectives to strategic discussions. Outside directors are also thought to bring independence to the monitoring function because they are not bound by past allegiances, friendships, a current role in the company, or some other issue that creates a conflict of interest.

Many of the corporate scandals uncovered in recent years might not have occurred if the companies’ boards of directors were better qualified, knowledgeable, and less biased. Diversity of board members, especially in age and gender, has been associated with improved social performance.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Shareholder involvement in changing the makeup of boards has always run into difficulties. Most boards are not true democracies, and many shareholders have minimal impact on decision making because they are so dispersed. CSX Corp. took the unusual step of turning the tables on an activist investor who was trying to take control of the board by asking shareholders to vote on the matter.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

The concept of board members being linked to more than one company is known as an  interlocking directorate . The practice is not considered illegal unless it involves a direct competitor.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png A survey by USA Today found that corporate boards have considerable overlap. More than 1,000 corporate board members sit on four or more boards, and of the nearly 2,000 boards of directors in the United States, more than 22,000 of their members are linked to boards of more than one company. In some cases, it seems individuals earned placement on multiple boards of directors because they gained a reputation for going along with top management and never asking questions. Such a trend fosters a corporate culture that limits outside oversight of top managers’ decisions.

Although labor and public pension fund activities waged hundreds of proxy battles in recent years, they rarely had much effect on the target companies. Now shareholder activists attack the process by which directors themselves are elected. Resolutions at hundreds of companies require candidates for director to gain a majority of votes before they can join the board. It is hoped this practice makes boards of directors more attentive and accountable.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

2-5d

Executive Compensation

One of the biggest issues corporate boards of directors face is executive compensation. In fact, most boards spend more time deciding how much to compensate top executives than they do ensuring the integrity of the company’s financial reporting systems.Footnote How executives are compensated for their leadership, organizational service, and performance has become a controversial topic. Coca-Cola revised its executive compensation plan after shareholders, including Warren Buffett, heavily criticized the plan as being “excessive.” As a result, Coca-Cola reduced the number of shares that executives would receive for their yearly performance.Footnote

Many people believe no executive is worth millions of dollars in annual salary and stock options, even if he or she brings great financial return to investors. Their concerns often center on the relationship between the highest-paid executives and median employee wages in the company. If this ratio is perceived as too large, critics believe employees are not being compensated fairly or high executive salaries represent an improper use of company resources. According to the AFL-CIO, the average CEO compensation of an S&P 500 index company is nearly $12.5 million, approximately 335 times the average worker making $36,900. CEO compensation has exploded since 1980 when it was 42 times the average worker’s pay and 1990 when it was 107 times their pay.Footnote

Many stakeholders support high levels of executive compensation only when directly linked to strong company performance. Although the issue of executive compensation has gained much attention, some business owners long recognized its potential ill effects. In the early twentieth century, for example, JP Morgan implemented a policy limiting the pay of top managers in the businesses he owned to no more than 20 times the pay of any other employee.Footnote The ethics issue relates to executives taking advantage of their positions of power and influencing the board of directors to provide excessive compensation.

On the other hand, because executives assume so much risk on behalf of the company, it can be argued that they deserve the rewards that follow from strong company performance. In addition, many executives’ personal and professional lives meld to the extent they are on call 24 hours a day. Because not everyone has the skill, experience, and desire to take on the pressure and responsibility of the executive lifestyle, market forces dictate a high level of compensation. When the pool of qualified individuals is limited, many corporate board members feel offering large compensation packages is the only way to attract and retain top executives, thus ensuring their firms maintain strong leadership. In an era when top executives are increasingly willing to “jump ship” for other firms offering higher pay, potentially lucrative stock options, bonuses, and other benefits, such thinking is not without merit.Footnote But research has shown a correlation between the highest paid CEOs and lower company performance, which may cast doubt on the belief that large compensation packages positively impact corporate performance.Footnote

Executive compensation is a difficult but important issue for boards of directors and other stakeholders to consider because it receives much attention in the media, sparks shareholder concern, and is hotly debated in discussions of corporate governance. One area board members must consider is the extent executive compensation is linked to company performance. Plans basing compensation on the achievement of performance goals, including profits and revenues, are intended to align interests of owners with those of management. Amid rising complaints about excessive executive compensation, an increasing number of corporate boards impose performance targets on the stock and stock options they include in their CEOs’ pay packages. Some boards also reduce executive compensation or oust the CEO for corporate losses or misconduct. Both Volkswagen and Wells Fargo reduced executive compensation and their CEO had to resign after losses from misconduct.Footnote

The SEC proposed companies disclose how they compensate lower-ranking employees as well as top executives. This proposal was part of a review of executive pay policies that addressed the belief that many financial corporations have historically provided incentives that encouraged employees to take excessive risks.Footnote Another issue is whether performance-linked compensation encourages executives to focus on short-term performance at the expense of long-term growth.Footnote Shareholders today, however, may be growing more concerned about transparency and its impact on short-term performance and executive compensation. One study determined companies that divulge more details about their corporate governance practices generate higher shareholder returns than less-transparent companies.Footnote

2-6Implementing a Stakeholder Perspective

An organization that develops effective corporate governance and understands the importance of business ethics and social responsibility in achieving success should also develop processes for managing these important concerns. Although there are different approaches to this issue, we provide basic steps found effective in utilizing the stakeholder framework to manage responsibility and business ethics. The steps include

1. assessing the corporate culture,

2. identifying stakeholder groups,

3. identifying stakeholder issues,

4. assessing organizational commitment to social responsibility,

5. identifying resources and determining urgency, and

6. gaining stakeholder feedback.

These steps include getting feedback from relevant stakeholders in formulating organizational strategy and implementation.

2-6aStep 1: Assessing the Corporate Culture

To enhance organizational fit, a social responsibility program must align with the corporate culture of the organization. The purpose of this first step is to identify the organizational mission, values, norms, and behavior likely to have implications for social responsibility. Relevant existing values and norms are those that specify the stakeholder groups to engage and stakeholder issues deemed most important by the organization. Often, relevant organizational values and norms can be found in corporate documents such as the mission statement, annual reports, sales brochures, and codes of ethics. For example, REI states its mission is to “inspire, educate and outfit for a lifetime of outdoor adventure and stewardship.” REI fulfills its mission by offering high-quality outdoor products, investing in green energy, and providing outdoor classes in areas such as rock climbing, cycling, and camping.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png

2-6bStep 2: Identifying Stakeholder Groups

In managing this stage, it is important to recognize stakeholder needs, wants, and desires. Many important issues gain visibility because key constituencies such as consumer groups, regulators, or the media express an interest. When agreement, collaboration, or even confrontations exist, there is a need for a decision making process such as a model of collaboration to overcome adversarial approaches to problem solving. For example, regulatory stakeholders have been found to have a negative influence on both innovation and performance.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Managers can identify relevant stakeholders who may be affected by or may influence performance and social responsibility.

Stakeholders have a level of power over a business because they are in the position to withhold organizational resources to some extent. Stakeholders have the most power when their own survival is not affected by the success of the organization and when they have access to vital organizational resources. Companies can be transparent or can use various avenues including technology to avoid communication and interaction. For example, some investors are upset when corporations hold only online participation in annual shareholder meetings. They feel managers have too much control over the meeting.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png A proper assessment of the power held by a given stakeholder includes an evaluation of the extent to which that stakeholder collaborates with others to pressure the firm. This creates a need to prioritize the stakeholders that are most important to engage.

2-6cStep 3: Identifying Stakeholder Issues

Together, steps 1 and 2 lead to the identification of the stakeholders who are both the most powerful and legitimate. The level of stakeholders’ power and legitimacy determines the degree of urgency in addressing their needs. Step 3, then, consists of understanding the main issues of concern to these stakeholders. Conditions for collaboration exist when problems are so complex that multiple stakeholders are required to resolve the issue, and adversarial approaches to problem solving are clearly inadequate.

The weight given to ethical issues may vary by society. For example, obesity in Mexico has become a major problem, with rates of diabetes and other health problems skyrocketing. The Mexican government imposed a tax on sodas to decrease consumption of sugary drinks.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Companies such as CVS are taking advantage of a growing concern for health care in the United States by repositioning itself as a health care company rather than a pharmacy. To show its commitment CVS has forgone $2 billion in sales by eliminating cigarettes from its stores. The ability of CVS to identify an issue important to Americans demonstrates the company’s willingness to adopt a stakeholder orientation.

2-6dStep 4: Assessing Organizational Commitment to Stakeholders and Social Responsibility

Steps 12, and 3 are geared toward generating information about social responsibility among a variety of influences in and around an organization. Step 4 brings these three stages together to arrive at an understanding of social responsibility that specifically matches the organization of interest. This general definition will then be used to evaluate current practices and to select concrete social responsibility initiatives. Firms such as Starbucks selected activities that address stakeholder concerns. Starbucks formalized its initiatives in official documents such as annual reports, web pages, and company brochures. Starbucks is concerned with the environment and integrates policies and programs throughout all aspects of its operations to minimize its environmental impact. The company also has many community-building programs that help it to be a good neighbor and contribute positively to the communities where its partners and customers live, work, and play.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png It has been found that social responsibility disclosures in company annual reports are directly related to the quality of corporate governance.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png Therefore, transparency in reporting social responsibility commitment is important for top company officers and the board of directors.

2-6e

Step 5: Identifying Resources and Determining Urgency

The prioritization of stakeholders and issues and the assessment of past performance lead to the allocation of resources. Two main criteria can be considered: the level of financial and organizational investments required by different actions and the urgency when prioritizing social responsibility challenges. When the challenge under consideration is viewed as significant and stakeholder pressures on the issue can be expected, the challenge is considered urgent. For example, the Federal Trade Commission filed a lawsuit against AT&T over its “unlimited” data plans. Although the plans were marketed as unlimited, AT&T slowed down data speeds for some of the customers with the plan. The FTC considered this to be misleading advertising.Footnote The government has supported the passage of regulation that allows the Federal Communications Commission to regulate the Internet and ensure net neutrality. Net neutrality means that service providers are required to provide equal access to all content without blocking or prioritizing some websites over others. This would prevent companies such as AT&T from slowing down data speeds, but the AT&T CEO claims it introduces a number of burdens such as taxation that would need to be worked out, as well as extensive litigation.Footnote Internet privacy is also a major concern for the FTC. Snapchat reached a settlement with the agency on accusations that the app was not totally secure and photos could be saved despite the company’s claims to the contrary.Footnote.

Main content

2-6fStep 6: Gaining Stakeholder Feedback

Stakeholder feedback is generated through a variety of means. First, stakeholders’ general assessment of a firm and its practices can be obtained through satisfaction or reputation surveys. Second, to gauge stakeholders’ perceptions of a firm’s contributions to specific issues, stakeholder-generated media such as blogs, websites, podcasts, and newsletters can be assessed. Many firms use media tracking services to identify and classify content related to the company. Third, more formal research may be conducted using focus groups, observation, and surveys. Many watchdog groups use the web to inform consumers and publicize their messages. For example, Consumer Watchdog, a California-based group that keeps an eye on everything from education to the oil industry, filed a lawsuit against health insurer Aetna claiming discrimination against patients with HIV. The group claims that under a new policy, Aetna began requiring patients with HIV to obtain their medications solely from their mail-order pharmacy without having a chance to opt out. Aetna claims its move is consistent with industry standards and that members could opt out of the policy.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This illustrates the impact of secondary stakeholders as a special interest group.

2-7Contributions of a Stakeholder Perspective

While we provide a framework for implementing a stakeholder perspective, balancing stakeholder interests requires information and good judgment. When businesses attempt to provide what consumers want, broader societal interests can create conflicts. Consider, for example, that many of the metals in consumer electronics products come from countries such as the Democratic Republic of the Congo riddled by warfare and human rights violations. The Securities and Exchange Commission passed a law requiring companies to report on the due diligence of their supply chains regarding these metals to determine whether the money could have been used to fund armed groups. It was estimated that initial compliance with the new regulation would be $4 billion. These costs associated with due diligence as well as sourcing minerals from other areas could result in higher prices for consumers.https://ng.cengage.com/static/nbapps/glossary/images/footstar.png This is another example of how regulation can limit financial performance and innovation, as reported earlier in the chapter. Consumers desire electronics such as iPads to be affordably priced. However, without regulation consumer desires for affordable prices could lead companies to purchase minerals from conflict areas. In other words, what is most advantageous for consumers is not beneficial to the people living in the conflict region. It is clear that balancing stakeholder interests can be a challenging process.

This chapter provides a good overview of the issues, conflicts, and opportunities of understanding more about stakeholder relationships. The stakeholder framework recognizes issues, identifies stakeholders, and examines the role of boards of directors and managers in promoting ethics and social responsibility. A stakeholder perspective creates a more ethical and reputable organization.

Chapter Review

2-8aSummary

Business ethics, issues, and conflicts revolve around relationships. Customers, investors and shareholders, employees, suppliers, government agencies, communities, and many others who have a stake or claim in an aspect of a company’s products, operations, markets, industry, and outcomes are known as stakeholders. Stakeholders are influenced by and have the ability to affect businesses. Stakeholders provide both tangible and intangible resources that are critical to a firm’s long-term success, and their relative ability to withdraw these resources gives them power. Stakeholders define significant ethical issues in business.

Primary stakeholders are those whose continued association is absolutely necessary for a firm’s survival. Secondary stakeholders do not typically engage in transactions with a company and are not essential to its survival. The stakeholder interaction model suggests there are reciprocal relationships between a firm and a host of stakeholders. The degree to which a firm understands and addresses stakeholder demands is expressed as a stakeholder orientation and includes three sets of activities:

1. the generation of data about its stakeholder groups and the assessment of the firm’s effects on these groups,

2. the distribution of this information throughout the company, and

3. the responsiveness of every level of the business to this intelligence.

A stakeholder orientation can be viewed as a continuum in that firms are likely to adopt the concept to varying degrees.

Although the terms ethics and social responsibility are often used interchangeably, they have distinct meanings. Social responsibility in business refers to an organization’s obligation to maximize its positive impact and minimize its negative impact on society. There are four levels of social responsibility—economic, legal, ethical, and philanthropic—and they can be viewed as a pyramid. The term corporate citizenship is used to communicate the extent businesses strategically meet the economic, legal, ethical, and philanthropic responsibilities placed on them by their stakeholders.

From a social responsibility perspective, business ethics embodies standards, norms, and expectations that reflect the concerns of major stakeholders including consumers, employees, shareholders, suppliers, competitors, and the community. Only if firms include ethical concerns in foundational values and incorporate ethics into business strategies can social responsibility as a value be embedded in daily decision making.

Issues in social responsibility include social issues, consumer protection issues, sustainability, and corporate governance. Social issues are associated with the common good and include such issues as childhood obesity and Internet privacy. Consumer protection often occurs in the form of laws passed to protect consumers from unfair and deceptive business practices. Sustainability is the potential for the long-term well-being of the natural environment, including all biological entities, as well as the mutually beneficial interactions among nature and individuals, organizations, and business strategies. Corporate governance involves the development of formal systems of accountability, oversight, and control.

Most businesses operate under the assumption that the main purpose of business is to maximize profits for shareholders. The stakeholder model places the board of directors in the position of balancing the interests and conflicts of various constituencies. Both directors and officers of corporations are fiduciaries for the shareholders. Directors have a duty to avoid ethical misconduct and provide leadership in decisions to prevent ethical misconduct in their organizations. To remove the opportunity for employees to make unethical decisions, most companies develop formal systems of accountability, oversight, and control known as corporate governance. Accountability refers to how closely workplace decisions are aligned with a firm’s stated strategic direction and its compliance with ethical and legal considerations. Oversight provides a system of checks and balances that limit employees’ and managers’ opportunities to deviate from policies and strategies intended to prevent unethical and illegal activities. Control is the process of auditing and improving organizational decisions and actions.

There are two perceptions of corporate governance that can be viewed as a continuum. The shareholder model is founded in classic economic precepts, including the maximization of wealth for investors and owners. The stakeholder model adopts a broader view of the purpose of business that includes satisfying the concerns of other stakeholders, from employees, suppliers, and government regulators to communities and special interest groups.

Two major elements of corporate governance that relate to ethical decision making are the role of the board of directors and executive compensation. The members of a public corporation’s board of directors assume legal responsibility for the firm’s resources and decisions. Important issues related to boards of directors include accountability, transparency, and independence. Boards of directors are also responsible for appointing top executive officers and determining their compensation. Concerns about executive pay center on the often-disproportionate relationship between executive pay and median employee wages in the company.

An organization that develops effective corporate governance and understands the importance of business ethics and social responsibility in achieving success should develop a process for managing these important concerns. Although there are different approaches, steps have been identified that have been found effective in utilizing the stakeholder framework to manage responsibility and business ethics. These steps are

1. assessing the corporate culture,

2. identifying stakeholder groups,

3. identifying stakeholder issues,

4. assessing organizational commitment to social responsibility,

5. identifying resources and determining urgency, and

6. gaining stakeholder feedback.

Chapter Review

2-8cResolving Ethical Business Challengeshttps://ng.cengage.com/static/nbapps/glossary/images/footstar.png

Demarco just graduated from Texas University and had been snatched up by Xeon Natural Resources Incorporated, one of the top natural resource extraction companies in the world. Because he was Brazilian, bilingual, and spoke several specific Brazilian dialects, his stationing in Brazil was a no-brainer. Xeon was deeply involved with a project within the Brazilian rain forests in mining an extremely valuable element called niobium. Niobium is a rare earth element essential for micro-alloying steel as well as other products such as jet engines, rocket subassemblies, superconducting magnets, and super alloys. Brazil accounts for 92 percent of all niobium mined, and Xeon Natural mines much of the element in Brazil. Xeon discovered a large niobium deposit and estimates the corporation could make an additional $5 billion in profits over the next two decades.

Demarco soon discovered he was one of several employees assigned to explain to the indigenous population that Xeon wanted to extract the niobium from the lands given to the tribes by the Brazilian government. The land was, by decree, compensation for native minorities. Having spent several months with various tribes, Demarco learned they were communities that had not been altered by Western culture. It was obvious to Demarco if Xeon began strip mining the area, thousands of “outsiders” would be brought in and would impact the cultural heritage of the indigenous populations.

Demarco discussed this with his boss, Barbara. “Yes, I understand all you are saying, and I agree this will change their lives as well as their children and grandchildren’s lives,” Barbara said. “But think of it this way, their standard of living will be greatly enhanced. Schools will be built, hospitals will be available, and there will be more employment opportunities.”

Demarco responded, “While the tribal leaders want a better life for their people, I feel they are being steam-rolled into accepting something they don’t understand. I’ve talked to some of the tribal leaders, and I am positive they have no idea of the impact this will have on their culture. We have many stakeholders involved in this decision, including Xeon’s employees, the tribes, the Brazilian government, and even communities beyond the tribal lands. I think we need to reevaluate the impact on all of these stakeholders before proceeding.”

Barbara sighed. “I think you make some good points, and I am concerned about these different stakeholders. But you should understand we already have buy-in from the key decision makers, and our business depends upon being able to mine niobium. We’ve got to continue this project.”

Demarco returned to the camp. The other specialists questioned him about Barbara’s reaction. As he spoke, some of the specialists became concerned about their jobs. A few admitted they heard the local and national media were raising awareness about the negative impact mining this mineral could have on the indigenous populations.

A few days later, Demarco heard that some of the tribal leaders had new concerns about the project and were organizing meetings to obtain feedback from members. Demarco approached one of the mining specialists who studied the potential impact of strip mining the land. The specialist said that while he understood stakeholder interests, he felt the extraction methods Xeon used were environmentally friendly. While creating a temporary disruption in the ecosystem of the rainforest, Xeon’s strip mining methods provided an opportunity for restoration. In fact, strip mining that was done in the United States before there were any regulations provides a good example of how the forest can recover and grow back to its original condition.

Demarco knew despite the potential benefits, there would still likely be opposition from the tribal community. Additionally, no method of strip mining is entirely environmentally friendly. Demarco realized even with restoration, the lives of the indigenous tribes would be forever altered.

Demarco was to meet with tribal elders the next day to discuss their concerns. He understood that whatever the decision, it would negatively impact some stakeholders. On the one hand, the tribal members might compromise their traditional way of life and the environment would be harmed if the strip mining project began. On the other hand, Xeon’s future and the future of its employees depended upon being able to mine the niobium. It could also benefit the tribes economically. He was not sure what he should tell the tribal leaders.

Questions | Exercises

1. How should Demarco approach this issue when he meets with the tribal leaders?

2. What should be the priorities in balancing the various stakeholder interests?

3. Can the CEO and board of directors of Xeon continue operations and maintain a stakeholder orientation?

Chapter Review

2-8dCheck Your EQ

Check your EQ, or Ethics Quotient, by completing the following. Assess your performance to evaluate your overall understanding of the chapter material.

1. Social responsibility in business refers to maximizing the visibility of social involvement.

Answer

Yes

No

Rationale

Social responsibility refers to an organization’s obligation to maximize its positive impact on society and minimize its negative impact.

2. Stakeholders provide resources that are more or less critical to a firm’s long-term success.

Answer

Yes

No

Rationale

These resources are both tangible and intangible.

3. Three primary stakeholders are customers, special interest groups, and the media.

Answer

Yes

No

Rationale

Although customers are primary stakeholders, special interest groups and the media are usually considered secondary stakeholders.

4. The most significant influence on ethical behavior in an organization is the opportunity to engage in unethical behavior.

Answer

Yes

No

Rationale

Other influences such as corporate culture have more impact on ethical decisions within an organization.

5. The stakeholder perspective is useful in managing social responsibility and business ethics.

Answer

Yes

No