The Business Ethics Twin-TrackCombining Controls and Culture to Minimise Reputational Risk
Wiley Corporate F&A 1. Aufl.
Institute a proactive reputational management framework that matches individual behaviour to organizational values The Business Ethics Twin-Track is a practical guide to reputational risk management. A deep exploration of the concept of reputation, the ways in which it can suffer, and the consequences when it does, the book outlines an ethics controls framework that can mitigate risk and improve business performance. Readers will learn how to identify and manage weaknesses, and how to institute a system of governance that embeds proper, ethical conduct into the corporate culture. A clear set of controls and procedures provides actionable instruction that can be customised to suit the organisational structure, and discussion of historical and international ethics provides the context for implementation. Case studies illustrate the real-world applications, while interviews with executives from a variety of sectors provide important practical insights into some of the key issues discussed in the book. The law regulates behaviour in health and safety and financial crime, but otherwise, conduct is largely determined by the culture, ethics and values of an organisation. Effective reputation management is complex, and often difficult to achieve, as much of the available information on the topic is more theoretical than practical. This book bridges the gap by providing the tools that will help managers to: Implement a modern ethics control framework, encompassing codes, officers, reporting lines and training Consider the role of the media and social media in reputational damage to individuals and organisations Analyse the key controls in responsibility and governance frameworks from around the world Determine the causes and controls of conduct risk, including incompetence, negligence and criminality Today's fast-paced media environment means corporate reputations can be obliterated in moments, and damage limitation is often too little, too late. Adopting the measures set out in this book will embed ethics into the culture, and match people's behaviours to the organisation's values.
Acknowledgements xv Prologue xvii Opening xvii Corporate values: an old story xvii The ‘say-do’ gap xviii About The Book xviii Original idea xviii 2012 effect xix Structure and methodology xx My Experience xxii Audit, risk and forensics xxii Governance xxii Business ethics xxiii Speaking and writing xxiii The Book: Key Messages xxiv Overarching principles xxiv Twin-track approach xxiv Role of compliance xxv Reference points xxvi Summary xxvii Personal perspectives xxvii Road test xxviii ‘Simply the way we do things here’ xxx Closing xxx Value statements: a modern story xxx Chapter 1: The ethics project The Opportunity 1 Initial contact 1 Coaching session 2 An unexpected request 3 Hot talk, cold chicken 4 The Stronach Group Plc 6 Background research 6 Corruption allegations 8 Recent trading difficulties 9 The board of directors 10 An Offer From The Chairman 12 The meeting 12 Strategic review 13 The ethics project 16 Key takeaways 17 Disclaimer 18 Chapter 2: The business ethics framework The Ethics Project: First Workshop 19 Opening 19 The ground rules 20 Personal approach to business ethics 20 Agenda 22 Key questions 22 The Business Ethics Framework 23 Overview 23 Purpose 24 Mission statements and value statements 26 Responsibilities of directors 27 Pragmatic approach 29 Key Terms 32 Ethics 32 Business ethics 33 The golden rule 35 Integrity 37 Trust 40 The law 43 Compliance 46 Corporate culture 48 Business Dilemmas 49 Setting the scene 49 Ethical dilemmas 50 Business dilemmas 51 Workshop Conclusion 53 Closing 53 Key takeaways 54 Next workshop 55 Reflections 55 Chapter 3: Bribery, corruption and adequate procedures Business Ethics in Action: Second Workshop 57 Opening 57 Agenda 58 A business dilemma 58 Bribery and Corruption 59 Overview 59 Bribery and corruption in business 62 Examples of anti-corruption laws and conventions 63 Case Study 65 The Siemens corruption case part 1: scandal and penalties 65 The Bribery Act 2010 (UKBA) 70 Background 70 Summary of the UKBA offences 72 The other main provisions 73 Adequate procedures 74 Official guidance on adequate procedures 76 Caution: beware of paying lip-service 80 Personal Experiences 82 Introduction 82 Example 1: UK subsidiary of a global energy group 83 Actions 84 Example 2: medium-sized UK business in the defence industry 85 Workshop Conclusion 87 Closing: bribery dilemma 87 Key takeaways 88 Next workshop 89 Reflections 89 Chapter 4: Reputation, risk and conduct Reputational Risk: Third Workshop 91 Opening 91 Agenda 91 Risk 92 Risk awareness quiz 92 Reputation 96 Reputation and brand 96 Consequences of damaged reputation 99 The Human Factor: People, Behaviour and Conduct Risk 103 Overview 103 The concept of conduct risk 104 People Risk 106 Introduction 106 Incompetence 107 Criminality and counter-productive workplace behaviours 108 Lack of engagement, complacency and negligence 111 ‘Custom and practice’ 113 Case Study 115 The Siemens corruption case part 2: remedial actions to rebuild trust and reputation 115 Case study: conclusion 118 Ethical Risk in the Stakeholder Base 119 Overview 119 Key stakeholder expectations 119 Importance of stakeholder experience 123 Workshop Conclusion 126 Closing 126 Key takeaways 126 Next workshop 127 Reflections 127 Chapter 5: The governance dimension Effective Governance: Fourth Workshop 129 Opening 129 Governance soundings 130 Agenda 131 Importance of corporate governance 132 Why Good Governance Matters 132 Overview 132 Two governance examples 133 Governance case study one: Manchester United 133 Corporate Governance Overview 137 Definitions 137 Board composition, relationships and agency risk 138 The Development of Corporate Governance Codes and Legislation 141 Rules-based and principles-based regimes 141 The US Position 142 The Sarbanes–Oxley Act 2002 142 The Fraud Enforcement and Recovery Act 2009 145 The Dodd–Frank Wall Street Reform and Consumer Protection Act 2010 146 Conclusion 147 The UK Position 147 The UK Corporate Governance Code 147 Creating an Effective and Talented Board 149 Overview 149 Board compliance: the key processes 149 Board performance: the key improvement drivers 154 Workshop Conclusion 161 Closing 161 Key takeaways 161 Next workshop 162 Reflections 162 Chapter 6: Aspects of leadership: ethics, tone at the top and handling a crisis Ethical Leadership: Fifth Workshop 165 Opening 165 Agenda 166 A business dilemma 166 Leadership 167 Two examples: theory 167 Another example: practice 168 Summary 169 The Components of Ethical Leadership 169 Overview 169 The ethical person 169 Case study two: the Co-operative 173 The ethical manager 180 Ethical leadership in action: the Westpac banking corporation 181 Handling a Crisis 190 Background 190 The impact of digitisation and social media 192 The leader’s role in a crisis 195 Workshop Conclusion 197 Closing 197 Key takeaways 197 Business dilemma 198 Next workshop 198 Reflections 199 Chapter 7: Risk, compliance and the controls framework A Three-Stage Process: Sixth Workshop 201 Opening 201 Agenda 202 Risk Management 202 Background 202 Risk management models 204 Compliance and Controls 206 Overview 206 Compliance 207 Internal controls 209 Controls in action: anti-fraud measures 212 Internal Audit 215 Overview 215 Workshop Conclusion 218 Closing 218 Key takeaways 218 Next workshop 219 Reflections 220 Chapter 8: The business ethics toolbox Ethical Development: Seventh Workshop 221 Opening 221 Agenda 223 Corporate Social Responsibility (CSR) 223 Background 223 CSR in action 225 Pay, Bonuses and the Balanced Scorecard 227 Observations 227 The balanced scorecard 229 The governance dimension 230 The Business Ethics Toolbox 231 Overview 231 Value statements 231 Codes of ethics and/or conduct 235 Confidential reporting lines 239 Ethical Training and Development Programmes 239 Framework 239 The training market: an overview 241 Training and development: general principles and observations 242 Training in business ethics 246 Examples of training exercises 250 Workshop Conclusion 254 Closing 254 Key takeaways 254 Next workshop 255 Reflections 255 Chapter 9: Whistle-blowing: encouraging a culture of openness Creating an Open Culture: Eighth Workshop 257 Opening 257 Agenda 259 Introduction and Background to Whistle-Blowing 259 Definitions 259 Background 261 Issues and Controversies 262 Examples of whistle-blowing cases 262 Key issues arising: why report externally? 264 Whistle-blowing controversies 265 Scepticism and fear in the workplace 267 The Law as it Applies to Whistle-Blowing 268 Overview 268 Different approaches 269 The EU 269 The UK: The Public Interest Disclosure Act (PIDA) 270 The USA 271 Whistle-Blowing in Action 272 Introduction 272 Personal experience 273 The ethics officer 275 The 10 Steps 277 How to implement an effective whistle-blowing process 277 Workshop Conclusion 281 Closing 281 Key takeaways 282 Next workshop 282 Reflections 283 Epilogue 285 Another Surprise 285 Notes 287 Index 295
STEVE GILES is a chartered accountant with over 20 years' experience of advising directors on business issues concerning governance, risk and compliance. After leaving Deloitte in 1997, Steve has set up and run two companies and has worked with directors and senior managers in the UK, Continental Europe, and the US to achieve successful solutions to a variety of business problems resulting from corruption, inappropriate conduct, incompetence or negligence. Now an independent consultant, he continues to advise his clients but also speaks extensively around the world on corporate governance, risk management and business ethics. Steve holds an MA from Christ Church Oxford, is an Associate Member of the Institute of Chartered Accountants in England and Wales, has been a Visiting Lecturer at the University of Hertfordshire and is the author of Managing Fraud Risk: A Practical Guide for Directors and Managers published in 2012 by John Wiley & Sons.
From the same author MANAGING FRAUD RISK A PRACTICAL GUIDE FOR DIRECTORS AND MANAGERS STEVE GILES 9780470979457, Hardback 352 Pages, October 2012 Fraud can severely damage an organisation's profitability and reputation. The risks have never been higher than they are in today's turbulent economic times, yet many organisations continue to take a reactive approach, thinking about fraud only once it has occurred. As a result they are forced to deal with the consequences, often having to act quickly and under conditions of extreme stress, leading to poor outcomes. In Managing Fraud Risk: A Practical Guide for Directors and Managers Steve Giles lays out the modern, strategic approach to the problem. He explains corporate fraud theory and examines the results primarily from the business perspective of identifying the most cost-effective methods available to manage the risks. The book provides a menu of anti-fraud techniques and day to day processes designed to prevent, detect and investigate fraud, thus enabling the reader to create a cost-effective anti-fraud framework tailored to the specific needs and circumstances of their own organisation.
Damage to reputation through inappropriate conduct is a significant risk today for all businesses. It is crucial that this risk is well managed if success over the long term is to be achieved. Organisations must not only promote positive values and discourage poor behaviours but also become more resilient by embedding good business ethics and a healthy culture throughout their operations. But how is this best achieved? In The Business Ethics Twin-Track: Combining controls and culture to minimise reputational risk Steve Giles provides a roadmap for directors and managers. The key is an approach that combines ethical hardware and software. He shows how the ethical toolbox – value statements, development programmes, whistle-blowing hotlines etc. – should be used to manage and reinforce behaviours which align with the organisation's stated values. The addition of ethical software is crucial and he demonstrates the importance of leadership, governance and top-level commitment in order to create a strong culture in which business is conducted in ways which reinforce those values day after day. The Business Ethics Twin-Track is a practical business book. It is unique because, rather than focusing on theory, it offers guidance on implementing cultural change through the mechanism of a hypothetical consultancy project. The ideas in the book, together with practical recommendations, are discussed and developed through a series of eight workshops on behalf of a fictional client, each one culminating in a list of key takeaways for management action. The advice offered is complemented by extracts from interviews with prominent business men and women, providing insights and commentary based on their experience of the areas under discussion. This practical focus, underpinned by numerous real-world examples, makes The Business Ethics Twin-Track the must-have guide for directors and managers when addressing this vital aspect of performance today.