An executive ought to be as informed as possible about the needs and preferences of her constituency and about the most important policy issues that her constituency confronts. This ethical duty, referred to as the informed governance principle, requires that an executive who is not opposed to the death penalty personally carry out at least one execution of a death row inmate. Having an executive act as executioner, even if just once, could also help citizens reflect upon their personal ethical (...) commitments, spur them to monitor the government’s power, and prompt them to contemplate how best to distribute power so that the chance of injustice is minimized. (shrink)

We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation incentives for CSR. We test our predictions using novel executive compensation contract data, and find that firms with more shareholder-friendly corporate governance are more likely to provide compensation to executives linked to firm social performance outcomes. Also, providing executives with direct incentives for CSR is (...) an effective tool to increase firm social performance. The findings provide evidence identifying corporate governance as a determinant of managerial incentives for social performance, and suggest that CSR activities are more likely to be beneficial to shareholders, as opposed to an agency cost. (shrink)

The paper analyses the behaviour of French corporate executives towards the adoption of Internet voting at shareholders’ general meetings. The research extends the studies of legitimation strategies and institutional theory to a new topic and a new instrument of corporate governance. Taking a qualitative approach, the paper examines the particular case of a technology that is adopted by a company for the benefit of its shareholders. It contributes theoretically by showing how executives respond to institutional pressures when responding (...) could affect their own interests. The findings illustrate the nature and extent of six legitimation strategies used by executives when confronted by Internet shareholder voting. Interestingly, the results highlight the prevalence of manipulation and coalition-building strategies. A typology of adoption behaviours is also proposed. Interestingly, the results show how executives worry about the risk that Internet voting may lead to a loss of control. Overall, the paper argues that the relationship between shareholders and executives with regard to corporate governance is partially reversed by the adoption of Internet voting. Some theoretical and managerial implications of the paper for the literature on corporate governance and business ethics are discussed. (shrink)

The article contributes to debates about core executive capacity by analyzing the British and Japanese cases. First it examines the historical development, contemporary structures and current operations of the two cases. Then it compares their performance in five key areas: overseeing government policy in the domestic sphere; overseeing government policy in the external sphere; managing executive relations with the legislature; overseeing public finances; and managing public relations. It finds that the performance of the two systems is variable both (...) internally across distinct areas of business and, to a lesser extent, comparatively across similar areas. Overall, however, the British core executive is shown to have considerably greater capacity for coordinating and managing policy flows through the system than the Japanese. Governing from the centre is more feasible in Britain than in Japan. (shrink)

The Chinese government capped executive compensation in state-owned enterprises (SOEs) to address income inequality and promote a more equitable distribution of wealth. This study investigates whether regulating top executives' pay alters their motivation for corporate green innovation (GI) initiatives. Using data from 2006 to 2018 for Chinese-listed SOEs, the regression analysis and difference-in-difference methods revealed that government restrictions on executive compensation negatively affect GI. Furthermore, the types of SOE results show that the negative effect of pay restrictions (...) on GI exists only in local SOEs, as opposed to central SOEs. Moreover, high managerial shareholding positively moderates this negative effect, demonstrating that the adverse effects of compensation restrictions are mitigated by the convergence of interests between managers and stakeholders. These findings are robust to instrumental variables and other robustness tests. This study provides policy recommendations for the government to boost its assistance in GI and establish new environment-related incentives that motivate managers to promote GI and inspire enterprises to deploy sustainable environmental initiatives. (shrink)

Knowing the factors that executives deem critical to governance change can improve our understanding of how such changes come about and can help us evaluate those changes. Interviews with business and finance executives at 11 colleges reveal the importance to governance change of chief executive and board member leadership and interactions, as well as executive communication style. Costs are clear constraints to action, particularly since benefits are not quantified and are difficult to describe. Efforts to discuss governance with (...) internal stakeholders require persistence to overcome narrow, individualized concerns. Communication about governance to external stakeholders is rare and represents a missed opportunity for stakeholder feedback and the development of trust. Executives appear willing to adopt governance forms without considering the idiosyncrasies of their institutional field, limiting the working definition of governance and its potential. For corporations and not‐for‐profit enterprises these findings hold implications for the context in which leadership is exercised and the shape of governance structures. They also pose a fundamental ethical dilemma for leaders to address. (shrink)

An increasingly central part of the scientific debate in sports has come to focus on how neuroscience can help to explain sports performance and development of expertise. In particular, the process...

The research aims to investigate the characteristics and risks associated with the handling of sensitive data in the implementation of public policies within the digital government model. To achieve this, a hypothetical-deductive method and bibliographic and documentary procedures are employed, proposing an interdisciplinary discussion on technological advancement, data protection, transparency, and public policies. The justification revolves around the importance of a comprehensive, cohesive system that genuinely protects sensitive personal data, considering the need to keep pace with technological developments and (...) maintain a minimum level of security in the digital age at both national and international levels. There is no doubt that the judicious and strategic use of data has the potential to drive substantial improvements in policy evaluation, decision-making, and the relationship between government and citizens. However, dealing with personal data also means addressing risks with responsibility, transparency, and respect for individual rights. (shrink)

Key subordinate executives play the role of connecting superiors and subordinates within the top management team. Based on the heterogeneity of TMT preference, this article takes the data of Chinese A-share listed companies from 2010 to 2019 as a sample to examine whether key subordinate executive governance can affect the short-sighted behavior of CEOs. The empirical result shows that there is a positive relationship between key subordinate executive governance and accounting conservatism, and CEO overconfidence can positively moderate the relationship. (...) The study also shows that there is a significant positive relationship between key subordinate executive governance and accounting conservatism in private enterprises and enterprises with high market competition, that is, the key subordinate executives of these two types of enterprises can better enhance the conservatism under the stimulation of CEO overconfidence. This study contributes to the literature by examining how key subordinate executives affect accounting conservatism and link the prudential attitude of key subordinate executives with the behavioral tendency of CEO overconfidence, which has managerial implications for improving the power balance mechanism of TMT and strengthening the human resource incentive of key subordinate executives. (shrink)

Scandals, top management misbehaviour and company failures resulting in a loss of investment and public trust in companies is well documented. Why has this corporate governance crisis happened, will it continue and what are implications for the board? A theoretical and empirical approach is taken to understand the changing nature of values in society reflected in executives to reveal the cause of the recent corporate governance crisis and implications for the board. Data from executives was collected from 163 (...) owner/managers, senior managers and middle managers and combined with UK and US longitudinal population data. Results of the current research found empirical support for changing social values with the implication that the consensus of 'playing by the rules' has broken down and replaced by the need to outperform expectations even if that means bending or breaking the rules. This paper concludes with an action plan for the board agenda. (shrink)

This paper seeks to explore the implementation of corporate ethical culture and policies as an adjunct to formal forms of corporate governance. The insurance industry utilises a variety of external governance structures, but is almost unique in that stock companies (which are exposed to an external market for corporate control) and mutual companies (which are owned by a subset of their customers) are in active competition. A questionnaire survey of senior executives in U.K. insurance companies was undertaken to explore (...) the implementation of ethical policies and codes, to investigate ethical attitudes, and to analyze the extent to which these policies and attitudes varied among companies. The results suggest that ethical policies have a higher profile and ethical attitudes and behaviour are more positive in mutual as opposed to stock insurance companies. These findings support the contention that a strong corporate ethical culture may be utilised to enhance formal corporate governance instruments. (shrink)

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 widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research. (shrink)

Our exploratory study considers whether the internal audit function is an efficient “third line of defense” for risk management and control as proposed by The Institute of Internal Auditors. To that end, we interview chief audit executives and experienced internal auditors to examine whether CAEs manage the impressions of audit committee members in the annual accountability process. We also provide an illustration of impression management techniques through a documentary case that explores a unique and exclusive dataset consisting of the (...) main guidance, framework, and accountability documents of one of these organizations. Our analysis highlights how several macro- and microimpression management techniques were used to burnish the image of internal auditors and, more importantly, the management team. Rather than monitoring managers, the CAEs team up with them. Our findings cast doubts on the conceptualization of internal audit as the independent third line of defense envisioned to be a keystone of the governance mosaic. This study supports other research that questions the effectiveness of internal auditing as a governance mechanism. It also contributes to the impression management literature by exposing impression management practices that occur through a private reporting channel—the internal audit function’s annual accountability to the audit committee. Last but not least, significant ethical concerns are raised in regard to internal audit, and research is urged in that area. (shrink)

Executive power in the European Union consists of various bits and pieces that have been cobbled together across a spectrum of institutions, sub‐actors, and policy areas. No fewer than three institutions of the European Union and its predecessors can claim to exercise executive authority within the Union, albeit to varying degrees and with varying emphasis: the Commission, the Council, and the European Council. This chapter provides a brief overview of the three core executive institutions, followed by a discussion on recent (...) executive constructions outside the EU legal framework. It highlights the pressing need for accountability mechanisms on all levels of Union governance. The European Council has gradually reinforced its own role, becoming in effect the most important agenda setter of the larger developments of the European Union, in spite of the Commission's monopoly of legislative initiative. (shrink)

This article investigates the relation between corporate governance and business ethics in the Asia-Pacific region. It draws on four examples of countries in the region (Australia, China, Singapore, and India), not because they are representative of certain regional characteristics, but as a means of reflecting on the diversity in this region. These countries display pronounced differences in terms of inter alia, historical development, cultural and social factors, legal system, corporate governance model, political system, and economic development. The complex interaction of (...) all these considerations provides the context for corporate governance and business ethics in each of the countries. The article highlights different orientations to stakeholder management and integrity behavior in the boardroom and executives’ offices. Although globalization and financial market hegemony suggests a convergent model is theoretically desirable, this research suggests that the human capacity to protect diversity and enshrine regional and local interests seems likely to inhibit rapid change. (shrink)

Governing boards utilize executive compensation contracts in an attempt to align executive actions with corporate goals. The objective is to ensure that executive performance provides value to the organization in terms of successful outcomes. A key performance criteria typically specified in CEO compensation contracts is earnings targets. However, using earnings as a performance evaluation may be problematic because some firms exhibit robust and sustained earnings over time (high earnings persistence), and other firms, such as high growth oriented firms, exhibit weak (...) or sometimes negative earnings over time (low earnings persistence). Our study reveals that the effect of high earnings persistence results in firms that focus more heavily on cash compensation (salary and bonus) rather than on equity compensation (stock options, etc.) to compensate executive performance. Additionally, for firms characterized by low earnings persistence, our study indicates that cash flows from operations act as a supplementary performance measure to accounting earnings, and become increasingly important as a means to justify executive cash compensation. (shrink)

Are new democracies with divided government and volatile parties politically ill fated? The literature suggests so, but cases of emergent democracies such as Taiwan and Brazil that face both conditions defy the prediction. This paper explains why: party volatility follows from pursuing distinct executive and legislature agendas under divided government; the political ambition that underlies these conditions sustains democratic and even political performance. We evaluate the argument through government spending in Taiwan. The results corroborate our expectations: they (...) show more parties composing the legislature as government spending favors an executive agenda and neglects a legislative welfare-spending agenda. The findings make three contributions to the literature: first, they reveal a political divide between executive and legislature rather than ideological parties to undercut concerns regarding performance. Second, they demonstrate that the strategic use of government spending to institutionalize party development along an executive agenda fuels party fragmentation. Third, they show that legislators split, switch, or create alternative routes to office in reaction to strategic spending to underscore that ambition underlies party volatility and divided government. (shrink)

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 (...) discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e. g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become "part of the problem," and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values. (shrink)

. American businesses and corporate executives are faced with a serious problem the loss of public confidence. Public criticism, increased government controls, and growing expectations for improved financial performance and accountability have accompanied this decline in trust. Traditional approaches to corporate governance, typified by agency theory and stakeholder theory, have been expensive to direct and have focused on short-term profits and organizational systems that fail to achieve desired results. We explain why the organizational governance theories are fundamentally, inadequate (...) to build trust. We advance a conceptual framework based on stewardship theory characterized by “covenantal relationships” and argue that design of governance mechanisms using a covenantal approach is more effective in building trust in organizations. A covenantal relationship is a specialized form of a relational contract between an employee and his or her organization. We argue that regardless of incentives and control mechanisms carefully designed through contractual mechanisms, in the absence of covenantal relationships it is extremely difficult to build trust within organizations. We propose that organizations are more likely to build trust – both at the organizational level and at the interpersonal level – when they create reinforcing and integrated systems that honor implied duties of “covenantal relationships.”. (shrink)

The Executive's Guide to 21st Century Corporate Citizenship provides a major update on how to "do" corporate citizenship, showing senior managers how they can win the reputation battle and deliver value to society while creating the most successful business possible in today's competitive landscape.

Governance theories impact how corporations are run, which in turn impacts societal well-being. This dynamic is commonly accepted, as evidenced by the flood of articles exploring the links between corporate governance and corporate social responsibility (e.g., Hong et al. in J Bus Ethics 136:199–213, 2016). This article supplements current corporate governance theories with Catholic social thought (CST) to address burgeoning societal issues such as the increasing trust gap, income inequality (the compensation gap), and an overemphasis on financial compensation as the (...) primary way to motivate senior managers. The authors propose a shift away from agency theory and stakeholder theory, both of which, with their limited depictions of the motivations of managers, have contributed to excessive executive compensation. Instead, the authors develop an alternative—justice stewardship theory—which integrates organizational justice theory, the principles of stewardship theory, and the insights of 150 years of CST. (shrink)

Regulation is nothing without enforcement. This particularly holds for the dynamic field of emerging technologies. Hence, this article has two ambitions. First, it explains how the EU´s new Artificial Intelligence Act (AIA) will be implemented and enforced by various institutional bodies, thus clarifying the governance framework of the AIA. Second, it proposes a normative model of governance, providing recommendations to ensure uniform and coordinated execution of the AIA and the fulfilment of the legislation. Taken together, the article explores how the (...) AIA may be implemented by national and EU institutional bodies, encompassing longstanding bodies, such as the European Commission, and those newly established under the AIA, such as the AI Office. It investigates their roles across supranational and national levels, emphasizing how EU regulations influence institutional structures and operations. These regulations may not only directly dictate the structural design of institutions but also indirectly request administrative capacities needed to enforce the AIA. (shrink)

We have empirically examined the relationship between top executives’ turnover and the corporate environmental responsibility by identifying the influence of ten specific turnover reasons resulting in the chairman’s departure and two important types of chairman’s succession. Using a sample of 782 manufacturing listed companies across 3 years in China, we find that the corporate environmental responsibility is negatively associated with the involuntary and negative turnover (i.e., dismissal, health and death, and forced resignation) and positively associated with improving corporate governance, (...) and not associated with the normal turnover (i.e., retirement and contract expiration) and the types of chairman’s succession (i.e., independence, and internal or external promotion). Our study significantly contributes to research in environmental disclosure by revealing the relationship between chairman’s turnover and the corporate environmental responsibility. A feasible way is suggested to regulators and other stakeholders in monitoring or assessing the possible abnormality of environmental responsibility when firms experience involuntary and negative chairman’s turnover in the emerging economies. (shrink)

This book argues for the case that governments develop with inherent constraints. These constraints support the case for the normative political theoretical defense of moderate governing.

Where the law protects human rights, the executive branch of government does well if it complies with the law, and goes wrong if it does not comply. And then you may think that the paradigmatic fun...

This dissertation argues that the current tendency to define liberal constitutionalism in terms of the impersonal and formalistic ideals of the rule of law diverges from early liberal theories of constitutionalism, which were sensitive to the occasional need for extra-legal discretionary exercises of power to deal with the unpredictable contingencies of politics. This understanding of politics shaped the constitutional and political thought of liberal thinkers from John Locke, David Hume, and William Blackstone to Alexander Hamilton, James Madison, and other Federalists (...) who defended the extraordinary powers of the American presidency. Since these early liberals recognized that it would sometimes be necessary for an executive to perform extraordinary actions in response to unforeseeable events, they were reluctant to place excessive legal checks on executive power. Consequently, they emphasized the importance of limiting executive power to those with "fit characters." In particular, they looked to those politico-moral virtues associated with republicanism to supplement and enhance the constitutional machinery of government that was designed with the ordinary course of politics in mind. Although early liberal theorists and the designers of the American Constitution abandoned many of the core principles of republicanism, particularly its reliance on a virtuous and active citizenry as the best guarantee of free government, they preserved a place for distinctively republican virtues such as patriotism and disinterestedness in the office of the executive. In fact, the Federalists made the American presidency the primary repository of republican virtue in the new government. The first century of liberal constitutional theorists was actually skeptical of the ability of impersonal institutional devices such as the separation of powers and checks and balances to secure a free and effective government without the presence of fit characters. Since formal institutions are imperfect and often inadequate---both in dealing with political contingencies and in checking the executive---these thinkers supplemented legal and institutional safeguards with character requirements to minimize potential abuses of largely indeterminate executive powers irreducible to law. An abiding conviction that uncertainty is the only certainty in politics led them to prefer flexible approaches rather than the rigid formulas in theorizing constitutionalism. (shrink)

AI (ethics) initiatives are essential in bringing about fairer, safer, and more trustworthy AI systems. Yet, they also come with various drawbacks, including a lack of effective governance mechanisms, window-dressing, and ‘ethics shopping.’ To address those concerns, hard laws are necessary, and more and more countries are moving in this direction. Two of the most notable recent legislations include the Biden Administration’s Executive Order (EO) on AI and the E.U.’s AI Act (AIA). While several scholarly articles have evaluated the strengths (...) and weaknesses of the AIA and proposed reform measures that could help strengthen the Act, only a couple of papers do the same for the EO or compare the two regulatory initiatives. The following sections try to close this research gap by providing an in-depth comparative analysis of the EO and AIA. They offer, in particular, a critical computer-ethical evaluation of the EO’s and AIA’s pros and cons and similarities and differences and discuss possible ways to improve both legislations. (shrink)

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., S. Dow and K. Argheyd: 2003, Journal of Business Ethics 45(4), 341-359), we measure three different aspects of CSR, which include Total CSR as well as CSR Strengths and CSR Weaknesses. CSR Strengths and CSR Weaknesses capture the positive and negative aspects of CSR, respectively. We find significant positive relationships between: (1) Salary and CSR Weaknesses, (2) Bonus and CSR Strengths, (3) Stock Options and Total CSR; and (4) Stock Options and CSR Strengths. Our findings suggest the importance of the structure of executive compensation in encouraging socially responsible actions, particularly for larger Canadian firms. This in turn suggests that executive compensation can be an effective tool in aligning executives' welfare with that of the "common good", which results in more socially responsible firms (Bebchuk, L., J. Fried and D. Walker: 2002, The University of Chicago Law Review 69, 751-846; Zalewski, D.: 2003, Journal of Economic Issues 37(2), 503-509). In addition, our findings suggest the importance of institutional context in influencing the association between executive compensation and CSR. Further implications for practice and research are discussed. (shrink)

Payment for performance is widely embraced as a key component of any well-designed executive compensation package. There is a price to be paid, however, for the heavy reliance on incentives as a way of controlling agent behavior. In particular, evidence exists demonstrating that incentives can crowd out an agent’s social preferences towards her principal. Social preferences are pro-social tendencies of people to do things for others for reasons such as fairness, reciprocity, altruism, and ethical or moral beliefs. The use of (...) incentives in compensation can result in self-interested agents. When crowding out occurs, in order to elicit the desired level of performance, principals may need to increase the level of incentive employed. Crowding out therefore provides an additional account for rising levels of executive compensation. In addition, crowding theory can provide a helpful explanation for the tension around the U.S. government’s reaction to preexisting banker incentive contracts during the 2008 financial crisis. (shrink)

Managerial myopia occurs when executives value short-term benefits to the extent that firm long-run development will be obstructed. Recent studies have shown that the locality effect plays an important role in managerial myopia—local United States chief executive officers who work near their home states are less likely to behave myopically because of more effective monitoring and greater reputation concern. In an emerging market, government policies play a more important role in the strategic planning enterprises. A local CEO may (...) have better understanding of local government’s policies thus makes less short-term decisions. This article adds to this literature by testing whether local-province CEOs in China, i.e., the CEO’s native place or birthplace is in the same province as her company’s headquarters, are also far-sighted. Using data on 470 publicly listed non-state-owned Chinese firms from 2014 to 2018, supportive evidence has been found that non-local-province CEOs in China tend to cut R&D expenses for beating analyst forecasts, reversing earnings decline, or pursuing higher returns. This article also confirms social capital as one mechanism of Chinese local-province CEOs behaving less myopically. This investigation also adds to the literature by revealing a new mechanism that CEO locality in China has a positive and direct bearing on how governments support corporate innovation. (shrink)

This study investigates the relation between CEO compensation and corporate fraud in China. We document a significantly negative correlation between CEO compensation and corporate fraud using data on publicly traded firms between 2005 and 2010. Our findings are consistent with the hypothesis that firms penalize CEOs for fraud by lowering their pay. We also find that CEO compensation is lower in firms that commit more severe frauds. Panel data fixed effects and propensity score methods are used to demonstrate these effects. (...) Our results also indicate that corporate governance mechanisms influence the magnitude of punishment. We find that CEOs of privately controlled firms, firms that split the posts of CEO and chairman, and CEOs of firms located in developed regions suffer larger compensation penalties for committing financial fraud. Finally, we show that CEOs at firms that commit fraud are more likely to be replaced compared to those at non-fraud firms. (shrink)

Drawing on the findings of a series of empirical studies undertaken with boards of directors and CEOs in the United States, this groundbreaking book develops a new paradigm to provide a structured analysis of ethical healthcare governance. Governance Ethics in Healthcare Organizations begins by presenting a clear framework for ethical analysis, designed around basic features of ethics - who we are, how we function, and what we do - before discussing the paradigm in relation to clinical, organizational and professional ethics. (...) It goes on to apply this framework in areas that are pivotal for effective governance in healthcare: oversight structures for trustees and executives, community benefit, community health, patient care, patient safety and conflicted collaborative arrangements. This book is an important read for all those interested in healthcare management, corporate governance and healthcare ethics, including academics, students and practitioners. (shrink)

The Executive Director of The St James Ethics Centre, GPO Box 3599, Sydney, Australia, seeks enlightenment from social thinkers Machiavelli, Robespierre and Rousseau to understand how corporate governance is, and might be, conducted today.

Times of heightened risk to the physical safety of their citizens inevitably cause democracies to recalibrate their institutions and processes and to reinterpret existing legal norms, with greater emphasis on security, and less on individual liberty, than in "normal" times. This article explores the ways in which the American courts have responded to the tension between civil liberties and national security in times of crises. This history illustrates that courts have rejected both of the two polar positions that characterize public (...) discourse on these issues. Civil libertarians argue that political bodies are too easily gripped by passions, hysteria, and self-interest in these times and that courts therefore ought to play a central role in protecting liberty. Executive unilateralists argue that the qualities that uniquely characterize the executive branch, such as decisiveness, access to information, and efficiency, must become so dominant in these moments that few checks, if any, should constrain executive prerogatives. Oddly, civil libertarians and executive unilateralists find implicit consensus in the view that, in times of war, courts have tended not to play a significant role in overseeing executive power. We argue to the contrary: historically, a significant constitutional tradition of judicial scrutiny in the United States during times of war does exist. But this scrutiny does not take the form of courts making first-order substantive judgments about the content of liberty or other claimed constitutional rights. Nor does it take the form of judicial assessment of how significant or credible the national security claims of the executive branch might be. Instead, judicial oversight has been focused on preserving the institutional structures and processes through which decisionmaking on these issues takes place. The judicial role has centered on the second-order question of whether the right institutional processes have been used to make the decisions at issue, rather than on what the content of the underlying rights ought to be. This approach has historically rejected or resisted most claims of executive unilateralism. When courts have upheld the government's actions, they have done so only after a judgment that Congress, as well as the executive, has endorsed the action. This approach has also rejected the civil libertarian framework. When courts find bilateral institutional endorsement, they have typically accepted the joint political judgment of how liberty and security tradeoffs ought to be made. By focusing on congressional endorsement of emergency measures, the courts have created a broad-based political accountability for the actions taken in the name of national security. We suggest that even if congressional endorsement is more apparent than real in some of these contexts, the judicial maintenance of this structure of rhetorical justifications sustains desirable understandings of political structure. Because the President and Congress draw from different political constituencies in a presidential rather than a parliamentary system, we also raise questions about whether the American judicial approach to these questions should be limited to political systems with separated executive and legislative powers. (shrink)

As government pressure on major technology companies builds, both firms and legislators are searching for technical solutions to difficult platform governance puzzles such as hate speech and misinformation. Automated hash-matching and predictive machine learning tools – what we define here as algorithmic moderation systems – are increasingly being deployed to conduct content moderation at scale by major platforms for user-generated content such as Facebook, YouTube and Twitter. This article provides an accessible technical primer on how algorithmic moderation works; examines (...) some of the existing automated tools used by major platforms to handle copyright infringement, terrorism and toxic speech; and identifies key political and ethical issues for these systems as the reliance on them grows. Recent events suggest that algorithmic moderation has become necessary to manage growing public expectations for increased platform responsibility, safety and security on the global stage; however, as we demonstrate, these systems remain opaque, unaccountable and poorly understood. Despite the potential promise of algorithms or ‘AI’, we show that even ‘well optimized’ moderation systems could exacerbate, rather than relieve, many existing problems with content policy as enacted by platforms for three main reasons: automated moderation threatens to further increase opacity, making a famously non-transparent set of practices even more difficult to understand or audit, further complicate outstanding issues of fairness and justice in large-scale sociotechnical systems and re-obscure the fundamentally political nature of speech decisions being executed at scale. (shrink)

Corporate governance and finance are dynamic academic fields that offer myriad opportunities for business ethics analysis. Within the corporate governance triad in recent years, shareholders have increased their power over boards of directors and executives through both regulation and movements to change corporate by-laws. The impact of board characteristics on firm performance has proven elusive, leading to questions concerning board processes and individual director beliefs and behaviors. At the same time, CEOs have lost considerable power, leaving many struggling to (...) regain their control and maintain their compensation levels, while others adopt a stewardship approach to their posts. In the field of finance, the recent financial debacle has led to a reexamination of financial regulation and of the fundamental nature and purpose of the industry. All of these issues provide business ethicists fodder for investigation and analysis. (shrink)

The attainment of good governance is the question of the day in Bangladesh. This paper discusses the , parliamentary accountability, and assesses the effectiveness of the Bangladesh Parliament in ensuring governmental accountability and promoting good governance since 1991 when the country re-entered into parliamentary democracy. Considerable discrepancies between the expected role and practical performances are identified and the study further identified a number of problems that severely hinder parliament's accountability function. This paper primarily argues that Bangladesh vested excessive powers in (...) the hands of the executive branch; it, therefore, lacks the proper checks and balances a strong parliament could provide. (shrink)

High-profile corporate scandals earlier in this decade provoked outrage and legislative action; however, corporate executive-level ethical lapses continue to come to light. This article examines the work of Professor Dunfee and his coauthors on corruption, ethical leadership, and social contracts theory, and relates that literature to corrupt activities by corporate executives. Corruption is defined broadly to encompass executive self-dealing, which harms their firms. The specific example of stock options backdating is used to show the harmful impact on shareholders and (...) the lack of managerial integrity though consequentialist, deontological, and legal analysis, as well as a critique of the practice using social contracts principles. Ultimately, this article utilizes the insights of Dunfee and his coauthors, and the lessons from the backdating example, to propose a framework aimed at improving corporate governance and preventing future executive corruption. The framework includes a strategy of identification and prevention, employing detection and eradication mechanisms, and institutional learning from past instances of corporate corruption. (shrink)

The debate over compensation packages for top executives is discussed. Particular emphasis is placed on the decoupling of CEO pay and organizational performance. A contrast is drawn between firms that are owner-controlled and those that are manager-controlled. Owner-controlled firms tend to be more market-driven. In manager-controlled firms, however, ownership can become diluted to the point where decisions may not always be in the best interest of shareholders. The process of determining CEO compensation packages is examined, and special attention is (...) given to the handling of stock options. In order to stem the threat of increased government intervention, suggestions are made for increasing the leverage of compensation committees and of shareholders in general. (shrink)

Introduction -- The rise of regulatory governance -- Theories of regulation -- Regulatory space and regulatory regimes -- Policy processes and the regulatory policy cycle -- Bad, better and legitimate regulation -- Define: agenda-setting, issue diagnosis and objective setting -- Design: regime variables; option generation -- Decide: regime assessment and selection -- Implement: regime deployment, application and execution -- Evaluate: assessment of regulatory policy and regime -- The future of regulatory governance -- Conclusion.

This study examines the role of executive compensation in public governance. We collect data on corruption cases that involve top-level executives in Chinese listed state-controlled firms. We find a significant positive relationship between underpayment of executives and the likelihood of an investigation into corrupt behavior. We also show that corruption is positively associated with firm performance and that the relationship between underpayment of executives and corruption is influenced by firm performance, suggesting that top managers are more likely (...) to engage in illicit behavior if they are compensated poorly while the firms under their control perform well. Finally, we find that pay-performance sensitivity decreases when top executives are involved in corruption investigations, indicating a lack of pecuniary incentives. Our empirical findings point toward an important relationship between executive compensation and corrupt behavior, thus providing valuable input to the understanding of executive pay and its effects in China’s state sector. (shrink)

This study investigates the impact of fraud/lawsuit revelation on U.S. top executive turnover and compensation. It also examines potential explanatory variables affecting the executive turnover and compensation among U.S. fraud/lawsuit firms. Four important findings are documented. First, there was significantly higher executive turnover among U.S. firms with fraud/lawsuit revelation in the Wall Street Journal than matched firms without such revelation. Second, although on average, U.S. top executives received an increase in cash compensation after fraud/lawsuit revelation, this increase is smaller (...) than that of matched non-fraud/lawsuit firms. Third, fraud/lawsuit firms were more likely to change top executive when chief executive officer (CEO) was not the board chairman and CEO had been on the board for a short time. Fourth, fraud/lawsuit firms were more likely to reduce their executive cash compensation when profitability was low, firms were involved in fraud, the compensation committee size was small, and the board met more often. These findings indicate that although, in general, U.S. fraud/lawsuits firms did not reduce their executive cash compensation, those involved in fraud were more likely to reduce their executive cash compensation than to change their top executives. The finding, that ethical standards is not a significant factor for U.S. executive turnover nor compensation reduction, suggests that ethics appears to play no part in the board’s decisions, and that U.S. firms may have ethical standards in writing but they do not implement nor enforce the standards. (shrink)

In a modern capitalist society, the senior executives of large profit-seeking corporations play an important role in shaping the collective life of the society as a whole. In this sense, they exercise social authority. This his book argues that if such authority is to be accepted as legitimate, it must be understood as a form of political authority that is exercised in concert with the authority of governments.