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Corporate Ethics:
How Great Thou Aren’t

By Mark W. Sheffert
October 2002

For more than 30 years as a corporate executive and business owner, I have been proud of our market system and proud to call myself a businessman. But today I have a knot in my gut because I'm not so sure that cute accounting practices, a few corporate thieves, and incompetent boards of directors haven't irreparably harmed our free market system and tarnished the role of legitimate business people forever.

Shakespeare said, "Honor passes in a path so narrow that but one goes abreast", and as I hear and read more about crooked executives and thieves in the boardroom, I have to agree.

It's amazing how the world trusts those who walk that narrow path, and then when they stray from it, how much it costs all of us. As a result of a few bad actors at Enron, WorldCom, Tyco, Global Crossing, Adelphia, and others, the stock market has crumbled to the point where, at the time of this writing, investors have lost a total of $6 trillion in the value of their investments. This huge loss has caused investors to lose confidence in business and has created the longest bear market since World War II.

The only difference between the slime balls at these companies and the Jesse James Gang is horses. They stole a total of $3.3 billion from a handful of public companies for their own personal salaries, benefits, and perks, while at the same time about 100,000 employees of their companies lost their jobs. Thousands of others have been forced to put off retirement due to the plummeting value of their retirement portfolios.

I debated whether or not to write about corporate ethics because so many articles will have preceded this one by the time it’s published. But I am concerned that most people are focused on the symptoms of lost investment or 401k values and don't have an inkling as to what's at the root of this abominable mess, which is...greed!

Greed has become our new American idol; there is nothing more idolized in our society today. It is a systemic issue that pervades nearly every aspect of our lives and has poisoned most of what we have built in business and society.

The Almighty Dollar is king. We live and die in a relentless pursuit of it, which allows us to consume more stuff, build bigger houses, drive fancier cars, and seek happiness and power by getting more money. On an individual level, we compete over who has the biggest and the best. Extravagance is envied and sought after. Why, then, are we so shocked when some people abuse the system to attain that extravagance? We reap what we sow.

Think back about 15 years, when shareholders thought it was in their best interest to have the interests of executives aligned with their own. Instead of being compensated primarily by salaries and bonuses as was historically the case, executives were given stock options – sometimes lots of stock options, millions of dollars worth, in fact. Some boards even authorized unsecured loans from the company to top executives so they could exercise their options. According to various sources, 466 executives in 25 companies exercised their stock options and sold their stock for a total of $23 billion in value before the market downturn. Why are we so surprised? We reap what we sow.

Think about it. What happens when a 60-year-old executive, or a board of directors roughly the same age, is staring at retirement looming in a few years? With their retirement funds held mostly in the company's stock options, isn't it only natural that pumping up earnings per share would become a temptation? Perhaps, even the mantra? Then when we find out that a few people cooked the books to do so, and even bought opinions from accounting and legal firms to conspire in the duping, why are we surprised? C'mon, people, build an environment and systems that align all interested parties with greed, and I'll bet you a lot of money (my greed) that greed is what you'll get! We reap what we sow!

Now investors are complaining about bad corporate ethics, as if a corporation itself can have bad ethics. Corporations are living organisms that are made up of people. It's not about corporate ethics -- it's about people and their ethics. From the boardroom to the mailroom, it’ s about individual choices to do either the right thing or the wrong thing.

Eager to show they are doing something, our federal political leaders in their infinite wisdom have created a new law to ensure a "new era of integrity in corporate America." It mandates stricter disclosure requirements and provides harsher penalties for fraud. As the Saturday Night Live Church Lady would say, "Now, isn't that just special!" I'm not convinced we need more laws, especially when the government hasn't shown much interest in enforcing the laws we already had, but as my grandfather, who was a sheriff in Arkansas during the '50s used to say, "There's nothing like a public hanging to get people's attention."

However, there is a hidden gem in this new law, which is the requirement to disclose the code of ethics for senior financial officers. In corporate America, if we are really serious about wanting to make an impact on the ethics of business people and corporate ethics, that requirement should be expanded across the entire company.

Many companies I've worked with over the years either did not have a written corporate code of ethics or else the statements were dull, unenforceable, or just plain dishonest. Without a written corporate values and ethics statement that states the standards of behavior expected of people in the organization, the organization just runs in random motion, making up rules along the way.

A corporate code of ethics should be based on core values that guide all of the company's actions. These ethics are its cultural cornerstones and must never be compromised for convenience or short-term economic gain. Corporate values are the source of a company's distinctiveness and must be adhered to at all costs. To reinforce its significance, the corporate values and ethics statement should be approved by the board of directors and signed by every employee, all of them attesting to their understanding and agreement to adhere to those principles. What’s more, every employee should be paid, promoted, rewarded, and recognized on the basis of how he or she lives and demonstrates those values.

Coming up with strong values and sticking with them requires real guts. If an organization is considering establishing values, it must first come to terms with the fact that, if properly practiced, values inflict pain. If a company is not prepared to accept the pain real values inflict, it shouldn't bother going to the trouble.

Businesses don't think anything about paying thousands of dollars to have their financials audited. So, I would like to suggest a new kind of audit, done on at least an annual basis: How about conducting a values and ethics audit? This would determine whether organizations are doing what they say they intended to do. As one of my favorite expressions goes, “What they do will speak so loudly that their employees will hardly hear what they have to say.”

For example, if companies say their employees are their most valuable assets, are their training programs sufficient? Salaries and benefits competitive? Work environments safe and pleasant? If they say they are committed to the community, what do they contribute to charitable causes? How much pro-bono work do they do?

If they say they operate with the highest ethics, do they interview their customers and clients to find out if they are dealing fairly with them, disclosing and avoiding conflicts of interest, being honest, and keeping their promises? Are their customers getting their money's worth?

Conducting an annual audit of corporate values and ethics won’t ensure that unethical or illegal acts will not occur. However, if a company's values and ethics statement is in an executive's, manager's, or employee's face, that person will have to make a deliberate decision not to adhere to it. An audit also provides an opportunity to discuss values and ethics at least once a year with all employees and to demonstrate leadership in this area. It's been said that a message has to be repeated seven times by executives before employees will believe it. Given the cynicism about values these days, executives will do well to repeat their company's values and ethics statement every chance they get.

Hopefully, achieving the highest earnings per share is not a company's only core value. As the Bible says, "For where your treasure is, there your heart will be also" (Matthew 6:21). Maybe it's time for boards of directors and corporate executives to find out what's really in their hearts. Do they honestly, ethically and morally care about their employees, customers, investors, and communities, or are their hearts wrapped around their personal wallets? Remember, we reap what we sow.



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