Directors of publicly traded companies can be held legally accountable for three types of activities:
- Mistakes, for which they may face civil penalties
- Outright wrongdoing, for which they may face criminal penalties
- Willful blindness—ignoring red flags signaling fraud—for which they may face civil or criminal penalties
Center Executive Director Kirk O. Hanson talks with former federal prosecutor Hank Shea about how boards of directors can stay out of trouble. Shea is a senior distinguished fellow at University of St. Thomas School of Law and visiting professor at University of Arizona School of Law.
Pat Gnazzo, ethics and compliance officer for companies including United Technologies and Computer Associates, talks with Kirk Hanson, executive director of the Markkula Center for Applied Ethics about the distinctions between ethics and compliance. The interview followed Gnazzo's presentation at the Center's Business and Organizational Ethics Partnership, a group of business ethics faculty and executives in charge of ethics and compliance for their companies. Compliance, Gnazzo argues, is based on a set of rules, regulations, and laws. Ethics and values are based on a set of standards the company imposes on itself.
About one million corporations have their legal headquarters in the state of Delaware, including more than half of the Fortune 500. In "Why Corporations Choose Delaware," corporate lawyer Lewis S. Black writes, "I think the answer is not one thing but a number of things. It includes the Delaware General Corporation Law which is one of the most advanced and flexible corporation statutes in the nation. It includes the Delaware courts and, in particular, Delaware's highly respected corporations court, the Court of Chancery."
The Markkula Center for Applied Ethics, in cooperation with the SCU School of Law and several local law firms, has brought several members of the Delaware courts to campus as Distinguished Visiting Scholars to explore the intersection between corporate law and ethics. This series of videos captures highlights from those visits.
The job of maintaining the values of a company is not the responsibility of any one department or individual; everyone—officers and board, executives, managers, supervisors, and individual contributors—has a role in fostering ethical behavior.
The Center's Business and Organizational Ethics Partnership has invited a series of speakers who represent many of the groups that have an impact on the company's ethical culture. Video conversations with those speakers are now available in one place.
“Ethics are a fundamental statement of who you are,” said Franklin “Pitch” Johnson, founding partner of Asset Management Company, at a talk Jan. 25, sponsored by the Ethics Center and the SCU Department of Accounting. Johnson, whose company has made over 250 venture investments during its more than 43 years of operation, spoke on “Ethics and Venture Capital: Reflections of a Silicon Valley Life.”
Johnson counseled an audience of business students, faculty, and members of the community not to separate personal and business standards but to bring honesty and transparency into the workplace. He especially focused on the need for accuracy in representations about investments made by venture funds. “Many people aren’t careful enough in helping investors understand the performance track record of the funds.”
He also stressed the need for honesty in presentations to funders made by start-up companies. “When we interview entrepreneurs we're looking for openness,” he said. “Many people don't want to tell you the downside, but [venture capitalists] have seen the same thing 25 times with different companies, and we may be able to help. It’s kind of a falsehood not to tell important things.”
The entrepreneur’s ethics count in the venture company’s decision whether or not to become involved in a venture. “We think a lot about that,” Johnson said. “If we see things that are misleading or dishonest, it’s a turn-off. We check a person out, look into their experience and standards of behavior. The character of the person is the first thing we ask about. If it’s not there, we don’t go any further.”
Johnson also described how ethics enters into his decisions about what companies to fund. He recounted an opportunity he had to invest in the Mustang Ranch, a brothel in Nevada, where prostitution is legal. “The fact that it’s legal doesn’t mean I want to invest in it,” he said.
Asked if he would invest in a company because it was doing something for the common good even if it wouldn’t make as much money, Johnson indicated that he sees that kind of outlay coming from his charitable foundation rather than his venture funds.
But he also expressed his interest in funding biotech companies, which can take longer to become profitable than other investments. “Everything in biotech is expensive,” he allowed, “but it’s a great feeling when you find a product that can help thousands of people. We don’t go into it for the good we do, but we’re very well aware of that potential. It’s not eleemosynary, but it’s very satisfying.”
Ironically, Johnson said, the worst ethical lapses in business tend to happen when times are good. “People come in without business plans. I wouldn’t say their pitches are dishonest, but they’re not rooted in reality. In good times, people tend to be less careful because no matter what you do, you make money.”
Venture firms then face the ethical dilemma of whether to go into deals without long-term plans because people are making money on them. “Do we owe this to our shareholders?” Johnson asked.
Asset Management, he said, has taken a “more conservative view,” funding such companies as Amgen, Applied Bio Systems, Applied Micro Circuits, Conductus, Hybritech, IDEC Pharmaceuticals, Octel, Qume, Red Brick Systems, Remedy, Sierra Semiconductor, Tandem Computer, Teradyne and Verity.
Steele, who spoke at a recent meeting of the Center's Business and Organizational Ethics Partnership, traced the origin of the concept of fiduciary duty to common law, stretching back to Roman times. The Delaware court, which is a primary source of corporate law in America, recognizes three components of fiduciary duty, he said: the duty of loyalty, the duty of independence, and the duty of care.
Franklin "Pitch" Johnson, one of the founders of Silicon Valley and one its most highly respected venture capitalists, speaks tomorrow on ethics and venture capital, 3:30-5 p.m. in the Forbes Room, Lucas Hall on the Santa Clara University campus.
What are the characteristics of an effective member of a corporate board? What should be the relationship between the board and the CEO? How can a corporate director get sufficient information to make good decisions?
In this three-part video series, Bob Finocchio, head of the board of trustees at Santa Clara University, and Lon Allan, Chairman Emeritus, Silicon Valley NACDSV, discuss how the behavior of individual directors can promote effective governance. Both men serve or have served on multiple corporate boards.
These videos are a joint project of the Ethics Center and the National Association of Corporate Directors, Silicon Valley.
The seventh annual international business ethics conference sponsored by the Center for International Business Ethics (CIBE) in Beijing, Oct. 21-22, focused on the paramount importance of the development of a sense of law with a focus on labor law protecting the worker rights and environmental protection. Speakers also strove to explore and critically evaluate the progress achieved in different areas of international business ethics and legal ethics especially in the Asian and Chinese context.