OPPapers.com

Business Ethics

Business Ethics and Corporate Governance 1
THE LEGAL FOUNDATIONS OF CORPORATE GOVERNANCE PRINCIPLES – WHY INFUSE
THE MUDDY RULES OF BUSINESS ETHICS?
ARUN KRISHNA DHAN & KIRAN MOHAN.V1
PART I. INTRODUCTION
The focal point of this paper is to establish how minimal a role business ethics has, or
should have, in determining the scope, extent and contours of corporate governance
principles that guide international commerce at present. The driving force behind the
New Global Economy, as Almond & Syfert say, is international competitiveness.2 As
multinational enterprises struggle to meet the challenges of today's freewheeling, truly
global marketplace, governments and businessmen alike are re-examining and reevaluating
virtually every aspect of international business practices. Thus free trade and
competitive business strategy has come to define the breadth and substance of
international commerce.
Corporate ethical conduct, as used in this paper, includes more than ethically motivated
decisions to make charitable contributions to philanthropic causes. All business decisions
motivated by corporate officials’ ethical values, rather than their desire to benefit the
corporation in the long run, will be treated as a manifestation of corporate ethical
behavior, which also has some scholarly support.3 The category does not include those
corporate actions that, though claimed to be altruistic, are in fact motivated by a desire to
benefit the corporation. We however include corporate behavior that, though not
motivated by a desire to benefit the corporation, may in fact do so. Keeping this in mind,
we juxtapose the norms of corporate governance with the emerging business ethics
principles advocated by its proponents.
This paper endeavors to answer the following questions:
1 Associate, Luthra & Luthra Law Offices, India; Student, National University of Juridical Sciences,
Kolkata.
2 Almond & Syfert, Beyond Compliance: Corruption, Corporate Responsibility...