These are fun questions, especially when applied to my current position as an accounting
manager for a government component. I see the agency theory applied often. Our entity
conducts a variety of programs, but one is federal and state, when the federal and/or state give
us money and we select what programs to spend it on within the parameters we were given. I
should say we, it’s the program manager and executive director that decide.
The stakeholder theory took me a bit of time to figure out within the government, since it’s
generally applied to capitalism (Stakeholder Theory, n.d.). However, the stakeholders for my
company would be other government agencies and the citizens of our state. We operate some
programs with tax dollars. We try to use only instate vendors. We actually have a website
devoted to where one can review the vendors we have used for specific programs and the
dollar amounts we have paid them. Although our programs are not targeted for every citizen,
we do strive to help communities grow by helping the less fortunate within those
communities. I cannot forget the board meetings, which are open to the public.
Corporate governance has an enormous effect on the ethical climate of my organization. As it
currently stands, my organizations executive director was appointed by the current governor.
They also appear to have a good working relationship and have similar political interests. As
longs this duo is together, I don’t foresee many changes in our ethical climate. Our
organization is encouraged to have transparency and accountability. I’m curious to see if any
of my classmates are working in organizations that are utilizing environmental, social, and
corporate governance (ESG), which seems to be a hot topic in the news lately.
The definition of corporate governance is "the means by which the financiers of firms ensure
themselves of receiving a return on their investment" (Mintz, 2020). It may also be viewed as
a set of guidelines that specify how a business's management, board of directors, and
stakeholders interact and have an impact on how the firm operates. This corporate governance
system will make sure the agent manages the business in compliance with all employees
(Mintz, 2020).
A successful corporate governance system built on four pillars is necessary to foster an ethical
workplace culture. The first of these four pillars is accountability, which means making sure
that management is responsible to the board just as the board is responsible to the
shareholders (Mintz, 2020). Fairness in defending the interests of shareholders Transparency
calls for the prompt, accurate, and disclosure of all relevant information (Mintz, 2020). the
state of the economy, performance, ownership, and corporate governance, for instance.
Independence will be the last pillar, with institutions and processes in place to reduce or fully
prevent conflicts of interest (Mintz, 2020).
I do not have much experience with accountability and fairness. For instance, filing our tax
through TAX Professionals, we must have to had transparency and independence to ensure
filing procedure are done accurately. They should disclose client private information and
should only be done internal and external as long clients agreed to avoid any conflict of
interest. It was important to be full transparent to the clients to follow the IRS due diligent and
ensure ethical standards were in 100% implemented. Unfortunately, unethical behaviour
might be done by some of the employees to make more money based on incentive bonus or
money from the clients.
Corporate governance is the structure of rules, practices, and processes used to direct and
manage a company. The board of directors is the foremost force influencing corporate
governance. Corporate governance covers the areas of environmental awareness, ethical
behavior, corporate strategy, compensation, and risk management with the basic principles
being accountability, transparency, fairness, responsibility, and risk management. The
stakeholder theory of corporate governance focuses on the effect of corporate activity on all
stakeholders of the corporation. There is the expectation that corporations will make efforts to
reduce conflicts between stakeholders. Agency theory suggests that corporations act as agents
of its shareholders. That is, shareholders invest in corporate ownership and thereby entrust
their resources to the management of the directors and officers of the corporation.
I know of a company that would make decisions on pricing to the customers at the maximum
benefit to the shareholders, even though it was highly exceeding the planned margin. There
were circumstances where a larger margin could be made, while staying within legal
guidelines, and only the current benefit to the shareholders was considered, not the long-term
relationship with the customers. Not looking long term, to see what these customers would do
when their leases were up and would they renew with the company. Employees working for
the company questioned the pricing strategy but were told that the decision was made and to
fall back.
In Credit Unions, employees represent the credit union and the board of directors is supposed
to represent the membership. “Agency theory describes the problems that occur when one
party represents another in business but holds different views on key business issues or
different interests from the principal.” (The Investopedia Team) Some Credit Unions are
formed when a company decides to form a financial institution exclusively for their
employees, others are formed when a group of community people come to together to form a
financial institution exclusively for those that live, work or worship in a particular area (these
are thereafter called SEGs – Select Employee Groups). The credit union I worked for was
formed by a company for its employees. The board of directors are supposed to represent the
average membership base and direct/guide and hold accountable the employees of the credit
union. The board of directors at the credit union was mostly consisted of older male retired
employees who had held higher up positions at the SEG. The average credit union member
was an employee who worked in a warehouse and lived paycheck to paycheck. At times it
was difficult to get the board to understand why the management team would propose certain
programs to help the membership because in their world, they would never use the proposed
program.
“Stakeholder theory describes the composition of organizations as a collection of various
individual groups with different interest.” (The Investopedia Team) Within the credit union,
like other companies, you have different departments and each one must work together to
make it successful. My credit union was made up of 4 departments, loans, member services,
collections, and accounting. Loans wants to lend out money, member services wants to help
members with all transactions, collections want to get back the money that was lent out, and
accounting wants everything to balance. Those were the official departments but there were
two “unofficial” departments, compliance and management. Compliance involved everyone
at the credit union, we had regulations that we all had to adhere to and management was made
up of employees from each department.
“An essential part of creating an ethical organization environment is to put in place effective
corporate governance systems that establish control mechanisms to ensure that organizational
values guide decision making and that ethical standards are being followed.” (Mintz, 2020 p.
135) A credit union has to adhere to regulations set forth by NCUA (National Credit Union
Association), the federal government, and policy’s set forth by their board of directors. These
are managed by using internal controls along with policies and procedures to monitor the
credit unions activities. Credit Unions are examined/audited by not only CPAs but also by
regulators, NCUA. My credit union was audited by outside CPA examiners once a year,
monthly by a supervisory committee who would audit different aspects of the credit union
each month, and every 12 to 18 months NCUA would do an extensive audit of the credit
union to make sure we were following regulations and internal policies.
In credit unions corporate governance is very important. As an employee you have access to
very sensitive/private financial information that you are supposed to always protect. We had
in place policies to help prevent unethical behaviour, for example, all employees had to take 5
business days in a row of vacation at least once a year. The theory was in those 5 days,
someone else had to do your job and it would be possible to detect any wrongdoing by the
employee on vacation. Sometimes in other credit unions this policy has been effective and has
caught employees committing fraud.
In my four years in zinc mining, I have experienced a lot of turnover within our company.
However, one thing our company is committed to is safety. Every meeting between managers
and/or mining personnel always begins with a safety share to bring awareness to a recent
hazard somewhere from another minesite or close call within our own operations as a way to
keep information fresh within our daily tasks. I have never heard a pressure within
management, supervisors, or other experienced miners for individuals to cut corners with
regards to safety measures as a way to cut costs or increase production. We are also
constantly reminded that not only do we have the ability to speak up as employees (even the
Finance department members like me) if we see an employee or contractor do something
unsafe, we are expected to do so. It is better to make someone mad because for calling them
out as opposed to just being a bystander and allowing someone to put themselves or others in
harms way.
For any company's ethical culture to be an asset, it has to begin with the upper management.
Individuals making the rules have to be willing to set the example for the rules to have any
positive effect. If the standard operating procedure is regarded as "red tape that slows down
production," then it becomes very clear where the company's priorities lie. Secondly, these
policies have to be communicated to everyone in the company and there has to be
consequences within the company for not adhering to these policies. If the workers do not
know the right way to do things as part of the company's desired culture, then the ethical
culture is going to be poor. If there is nothing in place to keep people from deviating from the
correct behavior, then it will not yield a good ethical culture either. Even our governing body,
the Mine Safety and Health Administration (MSHA) will tell miners that issues within the
company should be taken to their internal supervisor and/or the Safety Department before
involving MSHA, as they are much more effective at keeping safe by setting a strong ethical
culture of safety than MSHA can do by merely writing citations. Obviously, serious
infractions should involve reporting to MSHA, but if the situation has risen to that level, it is
usually the result of poor culture within the company.
Corporate governance refers to the set of procedures, rules, and practices that guides the
functioning of a company. It focuses on the structure, operations, as well as control of a
company. Corporate governance aims to meet the long-term strategic goals of the business,
take care of the employee interests, and contribute significantly to the local community. The
main purpose of corporate governance is to add value to the company (Garzón, 2021).
According to the stakeholder and agency theories, one of the essential components of good
governance is accountability. Accountability refers to the act of taking responsibility for a
certain action and owning the decisions (Corporate governance | diligent insights. Corporate
governance, 2021). It involves providing explanations about the different decisions and
activities taken by people in the company to the important stakeholders. The effect that
accountability has on the ethical climate of the organization is that it helps in avoiding the risk
of false blames. It creates a culture of transparency within the company and helps in
preventing potential misunderstandings.
Fairness is another essential component of good governance in a company. It ensures that all
the stakeholders, vendors, employees, as well as the community as a whole are treated equally
by the board of directors of the company. Fairness also has a significant impact on the ethical
climate of the organization. It ensures optimum satisfaction of all the stakeholders and
eliminates the chances of partiality or special treatment for any of the stakeholders.
I feel transparency is also one of the most important components of good governance in a
company. It involves providing clear, accurate, and timely information about different
business operations to important stakeholders. Transparency also positively affects the ethical
climate of the organization. It allows the company to continue operating in an ethical manner.
As all the important information about the company is clearly disclosed, it minimizes the risk
of unethical practices by any stakeholders in the organization.
Corporate governance creates the practices and rules that provide guidance as to the manner
in which the organizations should operate. It aligns the stakeholder interests, promotes ethical
business practices, and ensures financial viability. It helps in maintaining a healthy
relationship between the company and the important stakeholders.
Stakeholders, Economic and Agency Theory:
The stakeholder theory states that businesses exist to create value for all parties directly
involved, like employees, customers, suppliers, investors, and communities. Managers are
responsible to all who have a stake in the success or failure of the business. Freeman’s version
of this theory is one of the most recognized. It recognizes that every business decision affects
all stakeholders, benefiting some and imposing costs on others. The managers must recognize
their ethical duty to shareholders but also acknowledge that other ethical responsibilities to
other stakeholders have equal value (Mintz & Morris, 2020).
The economic theory believes that companies must do the financial functions designed to
help the profit increase, placing shareholders at the center and expecting managers to focus on
serving the shareholders. Under this theory, managers’ responsibility is to increase profit.
This theory recognizes that any decision that doesn’t involve fraud or deception is ethical, and
the other stakeholders must work with the primary purpose of fulfilling the owner’s interest
(Mintz & Morris, 2020).
Under the agent theory, one party (owners) employs another (management) when the first
party thinks this will result in value creation. The owners expect it to create value for them in
the future. One of the problems with this theory in corporate governance is the possible
resulting behavior of CEOs. CEOs seek to increase their utility at the expense of an
organization by withholding effort or improving their compensation through self-dealing or
honest incompetence. The CEO could conceal selfish actions at the organization’s cost (Bosse
D.A. & Phillips, R.A. 2016).
Analysis of corporate governance under the stakeholder, economic, and Agency theories:
The main corporate governance components I have experienced are accountability and
fairness, which ensures the management’s responsibilities to shareholders and other
stakeholders. I am lucky to share that I have mostly worked for companies that follow the
stakeholder theory of corporate governance that focus on creating value for all the
stakeholders involved. For example, in most of the companies I have worked for,
management’s primary focus has been to increase profit but always taking into consideration
employees by evaluating the amount of work that is expected from each employee in a fair
matter and allowing employees opportunity for growth within the company.
Only on one occasion in my career as an accountant, I experienced the economic/agency
theory, where all the focus was on creating profit for the shareholders at the employees' costs.
Employees had a ridiculous amount of work assigned that kept increasing, they were not
valued for the work performed, and had minimal growth opportunities. This place showed me
the importance of adequate corporate governance because it directly affects the company's
ethical climate. Treating people equally and fair is a moral/ethical value that must be
cultivated as a component of corporate governance. The lack of it causes management to
abuse employees by overworking them to achieve expected profits.
Corporate governance is a system; it is not a job title or a specific role. It is a system that
guides the conduct of the people within an organization, as well as the direction of the
organization itself. Corporate governance is altogether different from the daily operational
decisions and activities that are executed by the management of an organization. Corporate
governance is the domain of the Board of Directors, as opposed to its management team
(Peterdy 2022). If the company is under a poor corporate governance, it will loss the
shareholders’ confidence and trust, difficult to raise capital, and so on. Therefore, a good
corporate governance is necessary for every company. A healthy corporate governance
function requires a clear and formal division of responsibilities between management and the
board of directors. Corporate governance covers areas such as environmental awareness,
ethical behavior, corporate strategy, compensation, and risk management. d Its basic principles
are accountability, transparency, fairness, responsibility, and risk management.
Changing market dynamics and economic realities put pressure on the corporate governance
functions of organizations. Some components of corporate governance that I believe are
essential and important in a professional environment. First, the board of directors plays an
important role in company. Therefore, the most effective boards should have most
independent directors who are able to oversee the company's management and independent
committees for the benefit of shareholders. d Second auditors should be independent, and most
of their income should come from audit activities, not consulting services. d Accounting issues
should be handled in a transparent manner, complete and detailed information and reports
should always be available to the board (Forsythe 2018). Third, companies need to take
reasonable account of proxy voting and shareholder influence. Shareholders must have the
ability to use their vote to send a message to the board. While corporate governance plays a
key role in corporate development, ethical responsibility is playing an increasingly influential
role. Ethical liability occurs when companies violate stakeholder expectations for ethical
behavior, putting business values at risk. These two forms of responsibility are increasingly
converging, as companies are subject to both legal and public opinion oversight - often more
direct and pointed (Clarke). d
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