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Corporate Governance and Business Ethics

Last updated: 1 November 2015



Basics of Corporate Governance

Corporate Governance in Australia

Corporate Governance in Other Countries

Corporate Governance through Social Media

Corporate Governance through Strategic Planning

Corporate Governance and Shareholder Capitalism

Basics of Business Ethics

Bribery and Corruption

Governance in the Banking Sector

Additional Sources of Information

Related pages of links on this Internet site:

Corruption in Australia

Reports and Comments on the Stern Hu Case

The Rule of Law

Earlier links are at the top of each section



Basics of Corporate Governance


Basics of Corporate Governance

“OECD Principles of Corporate Governance,” 2004.  Available at:
http://www.oecd.org/corporate/corporateaffairs/corporategovernanceprinciples/31557724.pdf. Corporate governance involves regulatory and market mechanisms, and the roles and relationships between a company’s management, its board, its shareholders and other stakeholders, and the goals for which the corporation is governed. 

“Methodology for Assessing the Implementation of the OECD Principles of Corporate Governance,” 2006.  Available at:  http://www.oecd.org/dataoecd/58/12/37776417.pdf.  The purpose of the assessment is to identify the nature and extent of specific strengths and weaknesses in corporate governance, and thereby underpin policy dialogue that will identify reform priorities leading to the improvement of corporate governance and economic performance.

No author cited, “Survival of the Fittest: Management Theory,” The Economist, 18 April 2015.  Available at: http://www.economist.com/news/special-report/21648176-success-family-companies-turns-much-modern-business-teaching-its.  “The modern theory of the firm is the theory of the public company: obsessed with questions such as transaction costs but blind to questions of transmitting wealth to future generations.”



Corporate Governance in Australia


Corporate Governance in Australia

Grant Fleming, “Corporate Governance in Australia,” Agenda, Vol. 10, No. 3 (2003), pp. 195-212.  Available at:
http://unpan1.un.org/intradoc/groups/public/documents/apcity/unpan048524.pdf. Although the data included in this article relate mainly to the 1990s, the basic information supplied is useful for the purpose of proving a context to recent discussions of corporate governance in Australia.

Productivity Commission, “Overview of Regulatory and Corporate Governance Framework,” Chapter 5 of Executive Remuneration in Australia, Productivity Commission Inquiry Report, Non 49, 19 December 2009.  Available at: http://www.pc.gov.au/__data/assets/pdf_file/0008/93590/executive-remuneration-report.pdf.  The terms of reference for this inquiry required the Commission to consider the effectiveness of the framework for the oversight, accountability and transparency of remuneration practices in Australia, including the role of regulatory and non-regulatory industry guidelines and codes of practice.  It provides a useful statement of corporate governance in Australia.

Michael West, “The Habits of Empire Die Hard, As It Is Writ Large,” The Sydney Morning Herald, 11 February 2013.  Available at: http://www.smh.com.au/business/the-habits-of-empire-die-hard-as-it-is-writ-large-20130210-2e6ke.html.  Shareholders are regularly muzzled by legal threats in Australia.

Matthew Rennie and Fiona Lindsay, “Competitive Neutrality and State-Owned Enterprises in Australia: Review of Practices and their Relevance to Other Countries,” OECD Corporate Governance Working Papers, No. 4 (2011).  Available at: http://www.oecd-ilibrary.org/docserver/download/5kg54cxkmx36.pdf?expires=1370069132&id=id&accname=guest&checksum=03A58FCEFF9BE2FF18D8099183985676.  This paper presents a review of the history behind the neutrality framework in Australia and gives examples of cases brought before the respective complaints handling offices. The authors draw conclusions regarding the successes and failures of the Australian framework and its applicability to other jurisdictions.

Malcolm Maiden, “Cut the Red Tape and Let’s Get Moving,” The Sydney Morning Herald, 20 March 2014.  Available at: http://www.smh.com.au/business/cut-the-red-tape-and-lets-get-moving-20140319-352tl.html.  Maiden suggests that the government’s efforts to cut red tape for business are a good thing, but they are not enough.  “In order to reinstate productivity growth as a wealth creator, policies that promote risk-taking and innovation are needed.”

Elizabeth Knight, “Twixt a Rock and Frank Lowy,” The Sydney Morning Herald, 31 May 2014.  Available at: http://www.smh.com.au/business/twixt-a-rock-and-frank-lowy-20140530-399r9.html.  Elizabeth states an opinion that “the arrogance around this deal and Lowy's willingness to use commercial threats to push it through is a breathtaking lapse in corporate behaviour and disregard for the standards of governance.”

Richard Ackland, “Companies Suing Critics:  That’s the Real Enemy of Free Speech,” The Guardian, 23 February 2015.  Available at: http://www.theguardian.com/commentisfree/2015/jan/23/companies-suing-critics-thats-the-real-enemy-of-free-speech.  Tasmania wants to break ranks with uniform defamation laws to allow companies to take action against individuals.  Where’s Tim Wilson when we need him.”



Corporate Governance in Other Countries


Corporate Governance in Other Countries

HM Treasury, “Walker Review of Corporate Governance of UK Banking Industry,” 2009.  Available at:
http://webarchive.nationalarchives.gov.uk/+/http:/www.hm-treasury.gov.uk/walker_review_information.htm.  The terms of reference of the review include: (a) the effectiveness of risk management at board level, including the incentives in remuneration policy to manage risk effectively; (b) the balance of skills, experience and independence required on the boards of UK banking institutions; (c) the effectiveness of board practices and the performance of audit, risk, remuneration and nomination committees; (d) the role of institutional shareholders in engaging effectively with companies and monitoring of boards; and (e)whether the UK approach is consistent with international practice and how national and international best practice can be promulgated.

Nahee Kang, Globalisation and Institutional Change in the State-Led Model: The Case of Corporate Governance in South Korea,” New Political Economy, Vol. 15, No. 4 (November 2010).  Available for purchase at: http://www.tandfonline.com/doi/abs/10.1080/13563460903548681#preview.  The author examines the nature of the structural and institutional factors that make the state-led model (for nations such as South Korea) less resilient in the fact of pressures for institutional change affecting corporate governance.  His comprehensive discussion of corporate governance in South Korea, including occasional comparisons with Japan, is likely to be useful for readers who lack familiarity with the state-led model.

Stijn Claessens and Burcin Yurtoglu, “Corporate Governance and Development – An Update,” International Finance Corporation, Global Corporate Governance Forum, Focus 10, 2012.  Available at: http://www1.ifc.org/wps/wcm/connect/d1fbde804b0a8281bd45bd77fcc2938e/Focus10_CG%26Development.pdf?MOD=AJPERES.  This paper reviews the relationships between corporate governance and national economic development.  It finds that better-governed corporate frameworks benefit firms through greater access to financing, lower cost of capital, better firm performance, and more favourable treatment of all stakeholders.

Mak Yuen Teen, ed., “Corporate Governance Case Studies,” CPA Australia, April 2012.  Available at: http://www.cpaaustralia.com.au/cps/rde/xbcr/cpa-site/Corporate-governance-case-studies.pdf.  The case studies were compiled for a course in Corporate Governance and Ethics at the National University of Singapore in 2010.  Most of the 18 companies are located in Asia.

Frank Partnoy and Jesse Eisinger, “What’s Inside America’s Banks?” The Atlantic, January/February 2013.  Available at: http://www.theatlantic.com/magazine/archive/2013/01/whats-inside-americas-banks/309196/.  Sophisticated investors describe big banks as ‘black boxes’ that may still be concealing enormous risks—the sort that could again take down the economy.  A close investigation of a supposedly conservative bank’s financial records uncovers the reason for these fears—and points the way toward urgent reforms.”

David Streitfeld, “Google Concedes That Drive-by Prying Violated Privacy,” The New York Times, 12 March 2013.  Available at: http://www.nytimes.com/2013/03/13/technology/google-pays-fine-over-street-view-privacy-breach.html?pagewanted=1&_r=0&nl=todaysheadlines&emc=edit_th_20130313.  Google “acknowledged to state officials that it had violated people’s privacy during its Street View mapping project when it casually scooped up passwords, e-mail and other personal information from unsuspecting computer users.” Penalties include a fine and an agreement to inform the public about preventing privacy violations.

Nelson D Schwartz, “Web of Tax Shelters Saved Apple Billions, Inquiry Finds”, The New York Times, 20 May 2013.  Available at: http://www.nytimes.com/2013/05/21/business/apple-avoided-billions-in-taxes-congressional-panel-says.html?ref=global-home&_r=0.  The article reports on the hearings-in-progress on the subject: “Offshore Profit Shifting and the US Tax Code” (US Senate, The Permanent Subcommittee on Investigations).  A note will be inserted here when the final report is released by the subcommittee.

Andrea Larson, “Eco-Sensitivity Can be Just Plain Good Business”, The Washington Post, 2 June 2013.  Available at: http://www.washingtonpost.com/business/eco-sensitivity-can-be-just-plain-good-business/2013/05/31/581088b2-c7ba-11e2-8da7-d274bc611a47_story.html?wpisrc=nl_headlines.  The article gives a brief statement of one company’s discovery that: “when financial outcomes are viewed independently from ecological and social impacts, the conversation devolves to compromise.  In contrast, holding an organisation equally accountable for financial and non-financial performance — using a sustainability lens — can be the key to financially, ecologically and socially innovative solutions otherwise impossible to see.

John Cassidy, “Jamie Dimon and the Case of the Dastardly Europeans,” The New Yorker, 15 August 2013.  Available at: http://www.newyorker.com/online/blogs/johncassidy/2013/08/jamie-dimon-and-the-case-of-the-dastardly-europeans.html.  Cassidy describes the circumstances leading to criminal charges against two former traders at JPMorgan Chase’s London office.  “Nobody in New York has been charged, or even directly implicated.  But the closer you look at the indictments and the other information we have gleaned about the scandal, the less complete the bank’s version of events seems.

Michael Greenstone, “See Red Flags, Hear Red Flags,” The New York Times, 6 December 2013.  Available at: http://www.nytimes.com/2013/12/08/opinion/sunday/see-red-flags-hear-red-flags.html?hp&rref=opinion&_r=0.  The author briefly describes the academic research undertaken by him and several co-authors that focuses on the potential conflict of interest that arises when third-party auditors are chosen and paid by the firms that they audit.  The research suggests that alterations in the structure of market for audits may act as incentives for more accurate reporting.  

May Merrick, “The Walmart-Free City,” The New Yorker, 28 May 2014.  Available at: http://www.newyorker.com/online/blogs/currency/2014/05/a-walmart-free-portland.html.  The article describes circumstances under which “the city council of Portland Oregon adopted a resolution banning Walmart – and Walmart alone – from the city’s investment portfolio.” The reasons given for similar disinvestments include Walmart’s labour practices, especially its fierce opposition to unions, and the alleged bribery of Mexican officials.

George Monbiot, “Our Bullying Corporations Are the New Enemy Within,” The Guardian, 7 October 2014.  Available at: http://www.theguardian.com/commentisfree/2014/oct/07/bullying-corporations-enemy-within-business-politicians.  “The demands of business dominate our politicians and embed inequality. It’s a full-blown assault on democracy.”

No author cited, “The Tyranny of the Long Term: Schumpeter,” The Economist, 22 November 2014.  Available at: http://www.economist.com/news/business/21633805-lets-not-get-carried-away-bashing-short-termism-tyranny-long-term.  The article discusses some of the possible consequences of corporate governance procedures that “bash short-termism.”

Jed S Rakoff, “Justice Deferred Is Justice Denied,” The New York Review of Books, 19 February 2015.  Available at: http://www.accci.com.au/CorporateGovernance.htm.  The article is a review of a book by Brandon L Garrett (Too Big to Jail: How Prosecutors Compromise with Corporation).  Much of the detail in the book (as well as in the review) focuses on some of the unique aspects of American corporate law, but it nevertheless opens a number of questions about corporate culture generally, such as, “how can it be altered and, if it can, can deferred prosecutions do the trick?”

Lee Drutman, “A Better Way to Rein in Lobbying,” The New York Times, 24 April 2015.  Available at: http://www.nytimes.com/2015/04/25/opinion/a-better-way-to-rein-in-lobbying.html.  The author uses facts and figures mainly from the USA, but his main point may also apply elsewhere:  Give government the resources it needs to think for itself and to develop policy without having to depend almost entirely on outside lobbyists.” 

Neerja Gurnani, “The Alien Tort Statute:  Why Does US Refuse to Hold Corporation Liable for Human Rights Violations?  Eurasia Review, 6 May 2015.  Available at: http://www.eurasiareview.com/06052015-the-alien-tort-statute-why-does-us-refuse-to-hold-corporations-liable-for-human-rights-violations-oped/.  The author discusses the implications for human rights enforcement as a result of recent court interpretations of the Alien Tort Statute, which is part of the US Judiciary Act of 1789.

Jessica Silver-Greenberg and Robert Gebeloff, “Arbitration Everywhere, Stacking the Deck of Justice, The New York Times, 31 October 2015.  Available at: http://www.nytimes.com/2015/11/01/business/dealbook/arbitration-everywhere-stacking-the-deck-of-justice.html.  “By inserting individual arbitration clauses into a soaring number of consumer and employment contracts, companies like American Express devised a way to circumvent the courts and bar people from joining together in class-action lawsuits, realistically the only tool citizens have to fight illegal or deceitful business practices.

Bruce Greenwald, “Will Japan’s Corporate Governance Reform Work?” East Asia Forum, 29 November 2015.  Available at: http://www.eastasiaforum.org/2015/11/29/will-japans-corporate-governance-reform-work/.  “Japan’s new corporate governance code “focuses on making Japanese corporations more transparent, more responsive to shareholders — including minority shareholders — and subject to more effective oversight by boards of directors, especially outside directors. […] In assessing its likely impact, it’s useful to look at what we think we know about US experience with corporate governance practices.”



Corporate Governance through Social Media


Corporate Governance through Social Media

Anders Sorman-Nilsson, “State of Play of Social Media Report,” Thinque – a Strategic Think Tank, 2011-2012.  Available at:
http://info.thinque.com.au/social-media-in-corporate-australia-report/.  The report provides insights into the current trends among some of Australia’s leading corporations, government departments and NGS in relation to social media and its integration into the business.

Sandiato Chahe and James David Spellman, “Corporate Governance and Social Media: A Brave New World for Board Directors,” Global Corporate Governance Forum, International Finance Corporation, World Bank Group, Private Sector Opinion 27, 2012.  Available at: http://www1.ifc.org/wps/wcm/connect/beb846804bb6a07da69ce71be6561834/PSO_27_Social_Media.pdf?MOD=AJPERES.  The authors give answers to the question: “What should board members know about social media as it relates to a company’s ability to do business and safeguard its image?”


Corporate Governance through Strategic Planning


Corporate Governance through Strategic Planning

Chris Bradley, Lowell Bryan, and Sven Smit, “Managing the Strategy Journey,” McKinsey Quarterly, July 2012.  Available at:
https://www.mckinseyquarterly.com/Managing_the_strategy_journey_2991.  To create shareholder wealth in our turbulent 21st century, companies need to spend as much time on building and executing strategies as on operating issues.”

Chinta Bhagat, Martin Hirt and Conor Kehoe, “Tapping the Strategic Potential of Boards,” McKinsey Quarterly, February 2013.  Available at: https://www.mckinseyquarterly.com/Governance/Boards/Tapping_the_strategic_potential_of_boards_3060.  The authors point out that many board members admit they understand their company’s financial position significantly better than its risks or industry dynamics, yet “ensuring that a company has a great strategy is among a board’s most important functions and the ultimate measure of its stewardship.”

Robert J Samuelson, “Middle-Aged Capitalism,” The Washington Post, 12 April 2015.  Available at: http://www.washingtonpost.com/opinions/middle-aged-capitalism/2015/04/12/31263982-dfdb-11e4-a500-1c5bb1d8ff6a_story.html.  The popularity of mergers and acquisitions actually involves economic weakness.  Unable to expand internally — by creating products or entering new markets — companies rely on M&A for growth. However, what works for the firm may work less well for society.



Corporate Governance and Shareholder Capitalism

Loizos Heracleous, and Luh Luh Lan, “The Myth of Shareholder Capitalism, Harvard Business Review, April 2010.  Available for purchase at:
http://hbr.org/2010/04/the-myth-of-shareholder-capitalism/ar/.  The authors suggest that the problem with shareholder capitalism is that managers and lawyers have failed to meaningfully collaborate in defining directors’ role, so that many directors believe that they have no choice other than maximising shareholders’ value.

Michael Lind, “Companies Exist for Their Workers and Their Communities – Not Just Their CEOs and Their Investors,” Salon, 29 March 2011.  Available at: http://www.salon.com/2011/03/29/failure_of_shareholder_capitalism/.  Lind declares the Thatcher-Reagan-Blair-Clinton model of capitalism to be a failure and calls for a new model based upon greater attention to workers and communities.

Lawrence E Mitchell, “Whose Capital; What Gains?, Issues in Governance Studies, Brookings Institution, No. 49 (July 2012).  Available at: http://www.brookings.edu/~/media/research/files/papers/2012/7/10%20corporate%20purpose%20mitchell/whose%20capital%20what%20gains.pdf.  The article focuses on the trend in the US since the 1950s for retained earnings, which represent permanent shareholders’ equity, to be replaced by debt, which is typically off-balance sheet, and concludes that American corporations are “gambling with debt-holders’ money and future profits of American industry are being spent today.”

Pascal-Emmanuel-Gobry, “Is Shareholder Capitalism Dead and Can We Have a ‘Stakeholder Capitalism’ That Works?” Forbes, 10 November 2012.  Available at: http://www.forbes.com/sites/pascalemmanuelgobry/2012/10/11/is-shareholder-capitalism-dead-and-can-we-have-a-stakeholder-capitalism-that-works/.  The author expresses dissatisfaction with shareholder capitalism and early versions of stakeholder capitalism.  He asks why can we not have shareholder value based on net present value of all future earnings or consumer capitalism by creating value by allowing people to cooperate to bring better goods and services to a marketplace.

Harold Meyerson, “The Failures of Shareholder Capitalism,” The Washington Post, 12 July 2013.  Available at: http://www.washingtonpost.com/opinions/harold-meyerson-the-failings-of-shareholder-capitalism/2012/07/11/gJQAlMwzdW_story.html?wpisrc=nl_opinions.  Meyerson suggests that the concept of shareholder capitalism has changed since the 1950s when shares were held longer (7 years on the average compared to six months now) and individual shareholders have been replaced by investment funds.  The myth of shareholder power is nevertheless perpetuated by corporate managers who continue to place the maximisation of shareholder value above other considerations.

Steven Pearlstein, “Businesses’ Focus on Maximising Shareholder Value Has Numerous Costs,” The Washington Post 6 September 2013.  Available at: http://www.washingtonpost.com/business/economy/businesses-focus-on-maximizing-shareholder-value-has-numerous-costs/2013/09/05/bcdc664e-045f-11e3-a07f-49ddc7417125_story.html?hpid=z12.  The author’s opening sentence states his belief that “in the recent history of management ideas, few have had a more profound — or pernicious — effect than the one that says corporations should be run in a manner that ‘maximises shareholder value.’”



Basics of Business Ethics


Basics of Business Ethics

James Fieser, “Business Ethics,” undated.  Available at: http://www.utm.edu/staff/jfieser/vita/research/busbook.htm.  This appears to be teaching notes for a course of study at UTM.

No author cites, “Business Ethics,” Stanford Encyclopaedia of Philosophy”, 16 April 2008.  Available at: http://plato.stanford.edu/entries/ethics-business/.  This is a comprehensive statement of the nature of business ethics.

“Good Ethics is Good Business,” a paper by Stephen Cohen, School of Philosophy, University of New South Wales.  Click here for a copy (10 pages in portable document format).  The author seeks to illustrate that there can be a number of different possible connections between ethical behaviour and good business decisions.


Bribery and Corruption


Bribery and Corruption

Amy Corderoy, “Managers Turn Blind Eye, Bribe Study Says,” The Sydney Morning Herald, 14 June 2010.  Available at: http://www.smh.com.au/national/managers-turn-blind-eye-bribe-study-says-20100613-y64f.html.  See also comment by Michael C H Jones at: http://www.accci.com.au/TransparencyComment.pdf.  The article discusses a survey of mid-level business manages’ attitudes to corruption – they generally believe bribery is wrong but are willing to ignore ethical considerations if their actions will secure an important contract.

Michael Gilding, “Miners the Real Faceless Men Who Got Rid of Rudd,” The Sydney Morning Herald, 12 August 2010.  Available at: http://www.smh.com.au/opinion/politics/miners-the-real-faceless-men-who-got-rid-of-rudd-20100812-120xo.html.  The author comments on the role of interest groups in bringing about the demise of Kevin Rudd in 2010.

dgs, “German Tax Investigators Set Their Sights on UBS,” Spiegel Online, 10 August 2012.  Available at: http://www.spiegel.de/international/germany/german-authorities-investigate-ubs-in-relation-to-tax-evasion-a-849366.html.  The article reported that evidence has been found that Swiss bank UBS may have helped Germans shift their assets to Singapore before a tax treaty between Germany and Switzerland goes into effect next year.

Joby Warrick, “Nuclear Ruse: Posing as Toymaker, Chinese Merchant Allegedly Sought US Technology for Iran, The Washington Post, 12 August, 2012.  Available at: http://www.washingtonpost.com/world/national-security/nuclear-ruse-posing-as-toymaker-chinese-merchant-allegedly-sought-us-technology-for-iran/2012/08/11/f1c66d9a-e265-11e1-ae7f-d2a13e249eb2_story.html.  The author reports on indictments made by the US Justice Department against two people, on Chinese and the other Iranian, for conspiring to acquire maraging steel and other restricted American technology.

Michael Lou, Neil Gough and Edward Wong, “Scrutiny for Casino Mogul’s Frontman in China,” The New York Times, 13 August 2012.  Available at: http://www.nytimes.com/2012/08/14/us/politics/sheldon-adelsons-dealings-in-china-are-under-investigation.html?pagewanted=1&_r=1&nl=todaysheadlines&emc=edit_th_20120814.  The article gives details of the recent experiences of Las Vegas Sands Corporation’s operations in Macau.

Malcolm Maiden, “White Paper Failed to Tackle Corruption Issue,” The Sydney Morning Herald, 31 October 2012.  Available at: http://www.smh.com.au/business/white-paper-failed-to-tackle-corruption-issue-20121030-28hmy.html.   Malcolm is clear in his first sentence: “The word that I would liked to have seen more of in the 312-page Australia in the Asian Century white paper is corruption. As far I can see, it isn't in there at all.

12th Global Fraud Survey, “Growing Beyond: A Place for Integrity,” Ernst and Young, 2012.  Available at: http://www.ey.com/Publication/vwLUAssets/Global-Fraud-Survey-a-place-for-integrity-12th-Global-Fraud-Survey/$FILE/EY-12th-GLOBAL-FRAUD-SURVEY.pdf.  Despite the risk, companies are still failing to do enough to prevent bribery and corruption; from the responses of Ernst and Young’s interviewees, “it would appear that mixed messages are being given by management, with the overall tone often diluted by a lack of widespread training and a and a failure to penalise breaches.”

Nick McKenzie, Richard Baker and John Garnaut, “Bribery Probe Targets BHP,” The Age, 13 March 2013.  Available at: http://www.theage.com.au/business/bribery-probe-targets-bhp-20130312-2fylm.html.  The article reports that “BHP Billiton is the subject of a joint US-Australian criminal bribery investigation into alleged inducements, hospitality or gifts given to foreign officials, including Chinese dignitaries wooed as part of a multimillion-dollar hospitality and sponsorship program for the 2008 Beijing Olympics.”  Note that since BHP Billiton chose to list shares on the New York Stock Exchange it falls under the jurisdiction of the US Foreign Corrupt Practices Act of 1977 (FCPA) (15 USC §78dd—1), for which enforcement investigations are normally managed jointly by the US Department of Justice and the US Securities and Exchange Commission.  On 3 January 2013, the FCPA blog listed BHB Billiton as one of 88 companies that are currently under investigation (refer to: http://www.fcpablog.com/blog/2013/1/3/the-corporate-investigations-list-january-2013.html).  A summary of enforcement actions against 12 corporations under FCPA during 2012 is available at: http://www.fcpaprofessor.com/category/year-in-review-2012.  The text of the Act, together with its amendments, is available at: http://www.justice.gov/criminal/fraud/fcpa/docs/corruptrpt-105-366.pdf.

Matt Williams, “Wall Street Journal Blames Beijing Troublemaking for US Bribery Probe”, The Guardian, 17 March 2013.  Available at: http://www.guardian.co.uk/media/2013/mar/17/wall-street-journal-bribery-china.

Devlin Barrett and Evan Perez, “Bribery Allegations Surfaced Against WSJ in China,” The Wall Street Journal, 17 March 2013.  Available at: http://online.wsj.com/article/SB10001424127887324532004578365064172055862.html.  The Wall Street Journal announced that the US Justice Department opened an investigation last year into allegations that employees of that newspaper “bribed Chinese officials for information for news articles.”  It was also reported that the US government is “nearing the end of a broader investigation of the Journal’s owner, News Corp, stemming from allegations of phone hacking and bribery at UK tabloids, among other issues.”

Nick Wingfield, “US Said to Look into Microsoft Bribery Allegations,” The New York Times, 19 March 2013.  Available at: http://www.nytimes.com/2013/03/20/technology/us-said-to-look-into-microsoft-bribery-allegations.html.  The US Department of Justice and the Securities Exchange Commission are reported to have opened preliminary investigations into the bribery allegations involving Microsoft in China, Italy and Romania.  The federal agencies are also looking at Microsoft’s relationship with associated companies in Romania and Italy, including software resellers and consultants, who may have bribed government officials to secure contracts for government business.

Robert Reich, “The Big Chill: How Big Money Is Buying off Criticism of Big Money,” Eurasia Review, 6 April 2015.  Available at: http://www.eurasiareview.com/06042015-the-big-chill-how-big-money-is-buying-off-criticism-of-big-money-oped/?utm_source=feedburner&utm_medium=email&utm_campaign=Feed%3A+eurasiareview%2FVsnE+%28Eurasia+Review%29. “Our democracy is directly threatened when the rich buy off politicians.  But no less dangerous is the quieter and more insidious buy-off of institutions democracy depends on to research, investigate, expose, and mobilize action against what is occurring.”

Spiegel Staff, “Dirty Dancer: Sepp Blatter’s Corrupt Fiefdom Comes Crashing Down,” Spiegel Online, 5 June 20`5.  Available at: http://www.spiegel.de/international/world/corruption-at-fifa-finally-catches-up-to-sepp-blatter-a-1037443.html.  “With his top officials arrested for corruption, FIFA President Sepp Blatter finally recognized that it was time to go. Now, the global football body will have to reinvent itself. But is that even possible anymore?



Governance in the Banking Sector


Governance in the Banking Sector

Xavier Freixas and Colin Mayer, “Banking, Finance and the Role of the State,, Oxford Review of Economic Poicy, Vol. 27, No. 2 (2011), pp. 397-410.  Available at:
http://www.wu.ac.at/iqv/mitarbeiter/gugler/cg_freixas_mayer.pdf.  The authors express a clear preference for a “clearly defined partnership between the state and the banking system needs to be established by which the state protects certain core components of the banking system that perform key functions in an economic system and well specified rules are put in place to avoid renegotiation and lobbying.”


Marco Becht, Patrick Bolton and Ailsa Röell, “Why Bank Governance Is Different,” Oxford Review of Economic Policy, Vol. 27 No. 3 (2011), pp. 437-463.  Available for purchase at: http://oxrep.oxfordjournals.org/content/27/3/437.abstract. The authors examine patterns in bank failures to determine if poor corporate governance contributed to the failures.  The empirical evidence suggested that, “on average, banks with stronger risk officers, less independent boards, and executives with less variable remuneration incurred fewer losses.  There is no evidence that institutional shareholders opposed aggressive risk-taking.”


Hamid Mehran and Lindsay Millineaux, “Corporate Governance of Financial Institutions”, Federal Reserve Bank of New York Staff Report No. 539, January 2012.  The two authors highlight the importance of information in “addressing the public’s desire for banks to be safe yet innovative.”  They argue that the lack of transparency in the banking industry may be a symptom rather than the primary cause of bad governance and suggest that sector “reforms must examine closely the interactions between disclosure, information and governance.” 


Monika Marcinkowska, “Corporate Governance in Banks: Problems and Remedies”, Faculty of Arts, Masaryk University, FAI 2012-2.  Available at: https://is.muni.cz/do/econ/soubory/aktivity/fai/33967799/FAI_issue2012_02_Marcinkowska.pdf.  The author describes the key aspects of the banking system requiring reforms: the role, constitution and accountability of the board, the system of risk management, management remuneration and organisational transparency.  The paper also points out the banks’ stakeholders’ accountability.



Additional Sources of Information


Additional sources of information on Corporate Governance and Business Ethics

Corporate Governance: An International Review is a scholarly journal published by Wiley Online and is available at: http://onlinelibrary.wiley.com/journal/10.1111/(ISSN)1467-8683.  Editorials and abstracts are free; articles can be obtained online by subscription or by purchase.  Editorials include the following:

“Anglo-American versus Asian Corporate Governance Environments” at: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2012.00919.x/full.

“Owner Type as Emerging Area of Governance Research” at: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2012.00908.x/full.

“The Importance of Considering Context when Developing a Global Theory of Corporate Governanceat: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2011.00901.x/full.

The Pivotal Role of Ownership” at: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2011.00887.x/full.

“Corporate Governance and the 2008–09 Financial Crisis” at: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2011.00879.x/full.

“New Answers and Questions Arising from Corporate Governance Research” at: http://onlinelibrary.wiley.com/doi/10.1111/j.1467-8683.2011.00869.x/full.

The European Corporate Governance Institute’s “Top Ten” downloads in the Working Papers in Finance series are available at: http://www.ecgi.org/wp/ssrn_downloads.php?series=Finance and the “Top Ten” Working Papers in Law series are available at: http://www.ecgi.org/wp/ssrn_downloads.php?series=Law.  The ECGI also has online discussions of corporate governance issues such as:

Shareholder activism
Transatlantic dialogue
Independent directors
Executive remuneration