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  1. Avshalom M. Adam & Mark S. Schwartz (2009). Corporate Governance, Ethics, and the Backdating of Stock Options. Journal of Business Ethics 85 (1):225 - 237.
    Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders' interests? To examine these issues, we first (...)
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  2. Ruth Bender & Lance Moir (2006). Does 'Best Practice' in Setting Executive Pay in the UK Encourage 'Good' Behaviour? Journal of Business Ethics 67 (1):75 - 91.
    We examine how UK listed companies set executive pay, reviewing the implications of following best practice in corporate governance and examining how this can conflict with what shareholders and other stakeholders might perceive as good behaviour. We do this by considering current governance regulation in the light of interviews with protagonists in the debate, setting out the dilemmas faced by remuneration-setters, and showing how the processes they follow can lead to ethical conflicts.Current ‘best’ practice governing executive pay includes the use (...)
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  3. Colin Boyd (1996). Ethics and Corporate Governance: The Issues Raised by the Cadbury Report in the United Kingdom. [REVIEW] Journal of Business Ethics 15 (2):167 - 182.
    In the late 1980s there was a series of sensational business scandals in the United Kingdom. There was particular public outrage at the plundering of pension funds by Robert Maxwell, at the failure of auditors to expose the impending bankruptcy of the Bank of Credit and Commerce International, and at the apparently undeserved high pay raises received by senior business executives. The City of London responded by creating a special committee to examine the financial aspects of corporate governance. This paper (...)
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  4. Alexander Brink (2010). Enlightened Corporate Governance: Specific Investments by Employees as Legitimation for Residual Claims. [REVIEW] Journal of Business Ethics 93 (4):641 - 651.
    While much has been written on specificity (e.g., in texts on new institutional economics, agency theory, and team production theory), there are still some insights to be learnt by business ethicists. This article approaches the issue from the perspective of team production, and will propose a new form of corporate governance: enlightened corporate governance, which takes into consideration the specific investments of employees. The article argues that, in addition to shareholders, employees also bear a residual risk which arises due to (...)
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  5. Andrew J. Felo (2001). Ethics Programs, Board Involvement, and Potential Conflicts of Interest in Corporate Governance. Journal of Business Ethics 32 (3):205 - 218.
    Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.Corporate ethics programs usually address conflicts of interest that may arise in the firm''s activities. Some boards of directors take active roles in their firms'' ethics programs by actively overseeing the programs. This paper empirically examines the relationship between (...)
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  6. Clinton Free & Vaughan Radcliffe (2009). Accountability in Crisis: The Sponsorship Scandal and the Office of the Comptroller General in Canada. [REVIEW] Journal of Business Ethics 84 (2):189 - 208.
    For much of the last 50 years, a key platform animating public sector reform in Canada and elsewhere has been that efficiency and effectiveness can be achieved by adapting private sector financial management methods and practices. We argue that the recent re-establishment of the Office of the Comptroller General (OCG) of Canada represents a key element of a program of strengthening financial accountability that has emerged within the Canadian Federal Government. Although this program is longstanding and is associated Canada’s implementation (...)
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  7. Gerald E. Fryxell & Linda D. Lerner (1989). Contrasting Corporate Profiles: Women and Minority Representation in Top Management Positions. Journal of Business Ethics 8 (5):341 - 352.
    This paper investigates the characteristics of firms which have underrepresented groups in top management positions and those which do not. It is argued that profiles of these characteristics will be different for firms with minorities vs. women and that these profiles will be different depending on whether representation is by board membership or through officerships. A discriminant analysis found both similarities and differences in variables that were associated with these different forms of representation. It was found, for example, that size (...)
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  8. Thomas A. Hemphill (2007). The US Securities and Exchange Commission and Shareholder Director Nominations: Paving the Way for Special Interest Directors? International Journal of Business Governance and Ethics 3 (1):19-32.
    The US Securities and Exchange Commission recently proposed rules relating to shareholder (independent) director nominations to publicly-traded companies. While shareholder groups, such as institutional investors, consumer groups, and shareholder activists, generally support the proxy reform, the business community, including The Business Roundtable and the US Chamber of Commerce, are critical of the proposal, arguing that it will 'open the door' to special interest directors, e.g., labour unions or other groups having a social or political agenda contrary to the economic interests (...)
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  9. Coral B. Ingley (2008). Company Growth and Board Attitudes to Corporate Social Responsibility. International Journal of Business Governance and Ethics 4 (1):17-39.
    Companies are beginning to recognise the concept of Corporate Social Responsibility (CSR) as presenting a new business model and an opportunity for building innovative forms of competitive advantage. Boards are instrumental in shaping and overseeing such strategies and active engagement around what it means to be a responsible and responsive enterprise can strengthen the Board's potential as a strategic influence on long-term value creation. Yet many companies align with Friedman's contention that adopting and practising CSR is a distraction from their (...)
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  10. Hoje Jo & Maretno A. Harjoto (2012). The Causal Effect of Corporate Governance on Corporate Social Responsibility. Journal of Business Ethics 106 (1):53-72.
    In this article, we examine the empirical association between corporate governance (CG) and corporate social responsibility (CSR) engagement by investigating their causal effects. Employing a large and extensive US sample, we first find that while the lag of CSR does not affect CG variables, the lag of CG variables positively affects firms’ CSR engagement, after controlling for various firm characteristics. In addition, to examine the relative importance of stakeholder theory and agency theory regarding the associations among CSR, CG, and corporate (...)
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  11. Nada Kakabadse & Andrew Kakabadse (2004). Pension Funds Governance: An Overview of the Role of Trustees. International Journal of Business Governance and Ethics 1 (1):3-26.
    The Myners Review of the pension fund industry has started a debate on pension fund governance and the fund industry itself. This paper provides a review of pension fund trusteeship in the UK, its role, operating models and impact. It argues that deficiencies in the systems uncovered by the Myners Review stem from a tension between conflicting philosophies - that of trusteeship built on stakeholder principles but operating in shareholder markets.
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  12. Robert Kolb & Jeffrey Moriarty (2011). Dialogue - CEO Compensation. Business Ethics Quarterly 21 (4):679-691.
    Must CEOs Be Saints? Contra Moriarty on CEO Abstemiousness by Robert KolbIn this journal, Jeffrey Moriarty argued that CEOs must refuse to accept compensation above the minimum compensation that will induce them to accept and per­form their jobs. Acting otherwise, he maintains, violates the CEO’s fiduciary duty, even for a CEO new to the firm. I argue that Moriarty’s conclusion rests on a failure to adequately distinguish when a person acts as a fiduciary from when she acts on her own (...)
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  13. Jyoti D. Mahadeo, Teerooven Soobaroyen & Vanisha Oogarah Hanuman (2012). Board Composition and Financial Performance: Uncovering the Effects of Diversity in an Emerging Economy. [REVIEW] Journal of Business Ethics 105 (3):375-388.
    We examine the key elements of board diversity (or heterogeneity) amongst listed companies operating in an emerging economy (Mauritius) and the extent to which these influence financial performance. Specifically, we ask whether there is evidence of tangible benefits in pursuing a strategy of board diversity in terms of gender-, age-, educational background and independence in a corporate context which has long been dominated by family-led and ‘closed’ boardrooms. In light of recent corporate governance developments which appear to foster greater diversity, (...)
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  14. Lois Schafer Mahoney & Linda Thorn (2006). An Examination of the Structure of Executive Compensation and Corporate Social Responsibility: A Canadian Investigation. [REVIEW] Journal of Business Ethics 69 (2):149 - 162.
    We explore the extent to which Boards use executive compensation to incite firms to act in accordance with social and environmental objectives (e.g., Johnson, R. and D. Greening: 1999, Academy of Management Journal 42(5), 564-578; Kane, E. J.: 2002, Journal of Banking and Finance 26, 1919-1933.). We examine the association between executive compensation and corporate social responsibility (CSR) for 77 Canadian firms using three key components of executives' compensation structure: salary, bonus, and stock options. Similar to prior research (McGuire, J., (...)
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  15. Ella Mae Matsumura & Jae Yong Shin (2005). Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences. [REVIEW] Journal of Business Ethics 62 (2):101 - 113.
    Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences of some (...)
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  16. Thaddeus Metz & Johannes Hirata (2013). Good Governance. In Ilona Boniwell & Dasho Karma Ura (eds.), Report on Wellbeing & Happiness. Centre for Bhutan Studies.
    A critical discussion of the concept of good governance as it figures into Bhutan's Gross National Happiness project as part of a report to the UN General Assembly.
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  17. Armand Picou & Michael J. Rubach (2006). Does Good Governance Matter to Institutional Investors? Evidence From the Enactment of Corporate Governance Guidelines. Journal of Business Ethics 65 (1):55 - 67.
    Corporate governance guidelines are a mechanism that a firm can enact which should reduce agency costs and better align the interests of boards and the suppliers of capital. This study examines stock price reactions primarily attributable to institutional investors occurring when corporations announce the enactment of corporate governance guidelines. A final sample of 77 firms was derived from the first announcement of corporate governance guidelines exclusive to the SEC-EDGAR database. The results indicate that good governance does matter. Firms that announced (...)
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  18. Joakim Sandberg (2013). (Re-)Interpreting Fiduciary Duty to Justify Socially Responsible Investment for Pension Funds? Corporate Governance 21 (5):436-446.
    A critical issue for the future growth of socially responsible investment (SRI) is to what extent institutional investors such as pension funds can be persuaded to engage in it. This paper considers attempts at justifying such engagement stemming from a range of (re-)interpretations of the fiduciary duties owed by pension funds to their beneficiaries, and thereby develops a hypothesis concerning the most effective political or legal remedy. Previous commentary suggests that fiduciary duty either already mandates SRI for pension funds, or (...)
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  19. Lorne N. Switzer & Catherine Kelly (2006). Corporate Governance Mechanisms and the Performance of Small-Cap Firms in Canada. International Journal of Business Governance and Ethics 2 (s 3-4):294-328.
    Identifying corporate governance mechanisms to improve firm performance has been at the forefront of policy discussion and research in recent years. Existing research in this area focuses on large-capitalisation firms, and has not provided much insight on smaller firms. This paper tests for the optimality of deployment of governance mechanisms for Canadian small-cap firms by estimating a simultaneous equation system that links four control mechanisms to firm performance, using recent data. The results confirm simultaneity between several governance mechanisms and Canadian (...)
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