Corporate Governance and Ethics

James M. Sylph | Executive Director, Professional Standards

Mar 12, 2009 | Dubai, United Arab Emirates | English

Just before his untimely death in July 2008, Rashad Malik, the Commissioner of the SEC in Pakistan, wrote a very thought-provoking article on ethics and business.

In it, he suggested that ethics, as standards of society, do not exist in a vacuum but have to be evaluated with reference to accepted thresholds, actions, and feelings. To what extent, he asked, can the regulatory environment in a jurisdiction take account of ethical issues? At first sight, regulatory environment or statutory law do not give much attention to core ethical issues. The regulation in any system does not mention ethics and no legal texts refer to ethical concerns. The regulatory environment, however, does take account of ethics, for example, through enforcement and dispute settlement outcomes, which inevitably reflect certain values about how society perceives actions.

In today’s environment our thoughts on corporate governance immediately turn to visions of boards of directors rewarding themselves with lavish bonuses or unscrupulous owners creating corporate giants without substance. The names of Madoff and Satyam are on everyone’s lips today. In the papers this week, I have seen the initials of seven people accused of swindling Dh 1.8 billion from the Dubai Islamic Bank. A year ago, we were all talking about corporate failure at the Northern Rock Building Society. And before that, the discussion over coffee would have been Enron and WorldCom.

But corporate governance is much bigger than personal gain by a few key individuals in the upper levels of a company. The core of ethical concerns with regard to international economic relations usually comprise human rights, labor standards, environmental protection, and more recently extended to cooperation on anti-terrorism, anti money laundering, and transparency.

Many large companies have ethics and compliance officers. Why? Because there are so many expectations of business and so little public agreement on what ethics means at the detailed level that companies develop Codes of Conduct by which to govern their actions as corporate citizens and  as individuals working in that corporate culture. Of course, a written Code of Conduct does not mean much. Enron was loudly acclaimed as having a model Code with its Visions and Values platform encompassing Respect, Integrity, Communication, and Excellence values statement.

Where are we today?

While businesses brace for the worst and adjust their financial and operating strategies, the indicators from an ethics perspective are equally daunting:

  • Business confidence has reached a record low
  • 70% of workers in one recent study admitted they have already downloaded confidential company data for future personal use if they find themselves looking for a job
  • 90% of compliance, legal, finance and risk executives surveyed say they expect fraud activity to increase in 2009

It is difficult to continue talking about the value of high ethical standards and the importance of individual action when the outlook for a company is grim.

Patricia Harned is President of the Ethics Resource Center. She has helped to shape ethics training for the securities industry in the U.S. She believes the Audit Committee can be a stabilizing influence in ethical matters today.

They must be alert to the fact that conditions are ripe for financial fraud – even in your business. I was talking to one senior partner from the national office of one of the Big 4 audit firms this week. He told me that his office had 200 open files of situations where they were considering a going concern qualification as part of the audit report. In all companies that are facing this trauma, the temptation to skirt the rules will grow. Pressures rising, revenue falling and a perception that the future will only be worse are the ingredients for taking “out of the box” survival strategies too far.

Transparency should be your company mantra. The media is fixated on the economic situation and, as a result, stakeholders are developing impressions of corporate activity from sources wholly apart from the Corporate Communications Department.

I am indebted to Dr. Saidi, who is not only Chief Economist of DIFC but also the Executive Director of the Hawkamah Institute of Corporate Governance, set up here in GCC in 2006. He referred me to their 2007–2008 survey report on corporate governance in MENA. I encourage you to read it.

The key to success will be stakeholder trust, and trust is built through consistent transparency. The ethics compliance officer and audit committee should help set the tone for communication and disclosure. The Hawkahma survey identified that most, but not all, companies provide financial statements but non-financial disclosure could be improved, 32% of GCC companies do not publish an annual report in English, only 23% of companies publicly preannounce the date of their AGM, only 25% of banks and listed firms provide information on their dividend policies on line, 19% of GCC companies have no website at all, and only 2% of GCC companies hold analyst meetings or conference calls. You cannot be a credible company on the world stage if you do not communicate. We heard from Dr. Nasser Saidi earlier today about his vision of the GCC creating a common currency, becoming the third global currency, and a global capital market center. I strongly suggest that the viability of the GCC, as a global market, will be dependent on local businesses listed on that center being seen at the leading edge of good corporate governance and leading proponents of full and complete disclosure of financial and non-financial information. Only then will businesses from around the world feel confident in seeking to raise money on this exchange.

There is no one country that has a perfect system of corporate governance. We can all learn from each other. Don’t reject one country’s model on the basis that it was not made here. Take the best elements from different frameworks and adopt them to your environment. And all countries have weaknesses that need to be overcome. Whether it is the U.S. preference for having the Chairman and CEO roles held by one person, in spite of overwhelming global views that this is a bad idea, or the GCC experience that only 25% of listed family-owned enterprises have a family council in place, we can all improve. I want to recognize good governance that I have seen since I arrived in Dubai last week. The Abu Dhabi Ship Building company announced its general meeting in the papers. I was pleased to note that one of the items on the agenda was a proposal to amend the company’s Articles of Association to comply with the Corporate Governance Code for Joint Stock Companies. In the same paper, Qatar Telecom announced its annual meeting, which included a proposal to determine the remuneration of the directors for the year ended December 2008.

So where do you look for good ideas? The Organisation for Economic Co-operation and Development (OECD) published the OECD Principles of Corporate Governance: 2004. They are intended to assist governments in their efforts to evaluate and improve the legal, institutional, and regulatory framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. Last month IFAC published International Good Practice Guidance (IGPG) that provides a framework and principles-based guidance for the professional accountant in business and their organizations on evaluating and improving governance in organizations. It is based on the OECD principles and can be downloaded free of charge from the IFAC website. Look to Appendix B for a list of useful resources.

I am a member of the Institute of Directors in my home country of Canada. To become a director of a publicly listed company there, it is very desirable, although not yet mandatory, that you take 12–15 days of training and pass an examination run by the Institute of Directors to show you have the overall skills needed to act properly as a corporate director. The companies that provide directors and officers liability insurance are beginning to ask how many directors on a board have had this training and rewarding companies who recruit these qualified directors by lowering premiums on the D&O insurance. Those boards are a better risk.

And finally, I call on each of you to lead by example. Your credibility as a professional has taken you a lifetime to achieve. It can take a single unethical action to destroy. And not only do you destroy your own reputation, but you damage the reputation of everyone from the same professional background or holding a similar job title. Headline journalism brands us all. The 999 members of boards of directors who act ethically and apply good corporate governance practices are forgotten in the 1 case that is reported in the press.

I liked the 5 Cs of Linda de Beer’s presentation. They are worth repeating:

  • Conscience – acting with intellectual honesty
  • Care
  • Competence – knowledge and skills, but also a willingness to be reviewed
  • Commitment – diligence in the performance of duties
  • Courage – to always act with integrity

Thank you.


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