. Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs (...) of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors. (shrink)

This article addresses the two main obstacles — ignorance and conflict — that block the pathway to ethically proper conduct, both generally in business and specifically in marketing. It begins with a brief examination of theories of the moral good which emphasizes the Greco-Roman humanistic tradition and the Judeo-Christian religious tradition. A professional code of ethics, such as the code of the American Marketing Association, is meaningful only if human beings are regarded as making moral judgments that, objectively speaking, are (...) morally wrong, that is only when the code is considered a set of moral absolutes.Following that, the question of ignorance is dealt with utilizing the American Marketing Association code of ethics. The specific items in that code are related to the three central principles of economic justice: equivalence, contributive justice, and distributive justice. In the second section, the question of conflict is encountered in the context of four other ethical principles — double effect, culpability, good end and bad means, self-determination — that are likely to be helpful in dealing with two cases that are especially instructive because they are limiting cases: the dilemma and the hard case. The role of the hero or champion in conflicts is underscored. (shrink)

In order to enrich global corporate culture, a distinction must be made between the economic ideology of free trade and the moral ideology of fair trade. GATT has failed to make this distinction. Its sole ethos of free trade is only applicable among developmentally equivalent nations, and has been used by TNCs as a means for attaining their commercial ends in the third world. GATT''s lack of commitment to an objective of fair trade necessitates its replacement. This article suggests a (...) replacement in the form of a network of trade organizations. The network takes the form of a hub-and-spoke arrangement, in which the hub would be the Global Trade Organization, and the spokes would each represent Regional Trade Organizations. (shrink)

This paper addresses two issues. The first issue relates directly to transnational corporations, while the second issue is broader and relates to all diversely held companies. To address the first issue I cite three representative instances where wanton environmental damage has signalled a lack of moral judgment on the part of a transnational corporation. I conclude from these instances that ethical considerations are not given adequate weight in corporate investment decisions.This leads to the second issue. Who should be making ethical (...) decisions within the corporate milieu? I conclude that neither management nor the typical shareholder should be expected to exercise moral judgment because they are not free agents. They have fiduciary responsibilities that must override personal moral suasion. (shrink)