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This paper examines the status of Corporate Ethical Policies (CEP) in large companies in Argentina, Brazil and Spain, with a special emphasis on Corporate Ethics Statements (CES), documents that define the firms' philosophy, values and norms of conduct. It is based on a survey of the 500 largest companies in these nations. The findings reveal many similarities between these countries. Among other things, it emerges that most companies give consideration to ethics in business and have adopted some kind of formal or informal ethical policies. Regardless of whether or not they have a CES, companies agree that ethical conduct must be taken into account when selecting, appraising and promoting personnel as an important ethical policy. There is a growing tendency to draw up formal corporate ethics documents. These documents are perceived, first and foremost, as supporting the development of corporate culture. Most respondents believe that primary responsibility for ethical issues in the company rests with the CEO. Finally, the findings indicate that most companies that devote more resources to communicating and implementing CESs have two or more formal ethics documents. The main differences between the countries included in the study concern the emphasis given to specific aspects, such as avoiding misconduct or taking ethical criteria into account when selecting personnel. The emphasis is greatest in countries where corruption seems most prevalent. KEY WORDS: codes of conduct, values statement, business ethics policy, institutionalization of business ethics, Argentina, Brazil, Spain.

This paper explores the financial reporting scandals of the past decade and the resulting U.S. legislative attempts to impose ethical behavior and control the incidence of new reporting problems via the Sarbanes-Oxley legislation. We begin with a brief historical perspective followed by assertions of ethical consequences of legislation with discussions of key recent corporate scandals, the motives for the frauds, and the consequences. Ethics related provisions of the Sarbanes-Oxley Act are discussed with the potential impact of the legislation on the likelihood of similar future frauds and accompanying prognosis for future corporate ethical behavior. KEY WORDS: Corporate culture, corporate ethics, financial reporting fraud, financial reporting regulation, internal control, Sarbanes-Oxley Act

This paper analyzes the likelihood that recent conventions against corruption signed by the OECD and the OAS will be effective in Latin America. It begins by looking at the cultural context of corruption in Latin America and examines efforts by Latin American signatories to implement both agreements. It then evaluates the extent to which these efforts will prove successful. It concludes with suggestions for the development of culturally sensitive policies that will be effective in the fight against corruption in Latin America. Key Words: anti-corruption agreements, corruption, cross-cultural ethics, culture

Corporate governance reforms are occurring in countries around the globe. In developing countries, such reforms occur in a context that is primarily defined by previous attempts at promoting 'development' and recent processes of economic globalization. This context has resulted in the adoption of reforms that move developing countries in the direction of an Anglo-American model of governance. The most basic questions that arise with respect to these governance reforms are what prospects they entail for traditional development goals and whether alternatives should be considered. This paper offers a framework for addressing these basic questions by providing an account of: 1) previous development strategies and efforts; 2) the nature and causes of the reform processes; 3) the development potential of the reforms and concerns associated with them; 4) the (potential) responsibilities of corporate governance, including the (possible) responsibilities to promote development, and; 5) different approaches to promoting governance reforms with an eye to promoting development. KEY WORDS: business ethics, corporate governance, development, development ethics

Last year marked the 20th anniversary of the Foreign Corrupt Practices Act (FCPA) of 1977. The FCPA is the first and only statute prohibiting bribery and other corrupt business practices by U.S. citizens and companies conducting business overseas. This paper provides an overview of the FCPA during the two decades of its existence. More specifically, the objectives of this paper are four-fold. First, the paper provides background information about the FCPA of 1977 and subsequent amendments in 1988. Second, the paper discusses the enforcement of the FCPA since its passage by examining the number of cases prosecuted under the FCPA and the respective penalties imposed. Third, the paper discusses the economic impact of the FCPA by addressing whether the FCPA places U.S. firms at a competitive disadvantage. Fourth, the paper provides public policy recommendations to expand the reach and scope of the FCPA. It covers efforts to criminalize bribery through multilateral organizations, such as the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO), and the Organization of American States (OAS). It also covers bilateral arrangements and efforts by nongovernmental organizations such as Transparency International.

An employer asked to provide a reference for a former or departing employee is confronted with a number of complex legal and ethical concerns. The issue of references is always controversial, involving a balance of employers' fears of legal liability, interests in providing relevant information to prospective employers, and concerns for fairness to former employees. Recently this topic has been the focus of new attention as the result of a court decision holding a former employer legally liable for wrongs committed by a former employee in a new job. In that case, the former employer had provided a positive reference while neglecting to note certain negative aspects of the former employee's performance. This paper addresses legal and ethical aspects of the reference dilemma and incorporates responses of human resource professionals to the question of ethical reference policies and practices.

In November, 1991, the U.S. Congress enacted the U.S. Federal Sentencing Guidelines legislation which had a dramatic impact on corporate America. Can the Guidelines be used as a model or framework by other countries? Could other countries in the world benefit from adopting a similar piece of legislation? Are there any limitations to consider? In addressing these issues, the authors make the argument that the time has arrived for other countries to consider the development of legislation similar to the Guidelines in order to improve organizational ethics.

After years of debate over the importance of ethical conduct in organizations, the federal government has decided to institutionalize ethics as a buffer to prevent legal violations in organizations. The key requirements of the Federal Sentencing Guidelines (FSG) are outlined, and suggested actions managers should adopt to improve ethical compliance are presented. An effective compliance program is more a process and commitment than a specific blue-print for conduct. The organization has the responsibility to create an organizational climate to reduce misconduct. The adoption of a FSG compliance program has the potential to substantially lessen organizational penalties if there is due diligence to prevent misconduct. Federal courts determine the effectiveness of an FSG program after a violation occurs.

This article presents an overview of traditional legal and regulatory incentives directed at achieving lawful corporate behavior, together with examples of more recent governmental incentives aimed at encouraging self regulation activities by corporations. These incentives have been differentiated into 'positive' incentives that benefit corporations for actions that encourage or assist lawful behavior, and 'punitive' incentives that only punish corporations for violations of legal or regulatory standards. This analysis indicates that traditional legal and regulatory incentives for lawful corporate behavior are overwhelmingly punitive in their intended effects, while more recent governmental incentives to encourage voluntary corporate self-regulation are much more positive in their intended effects. A prototype private compliance system containing typical features specified in governmental incentives for corporate self-regulation was then analyzed applying the same positive/punitive analysis that was performed with the governmental incentives. This analysis suggests that corporate compliance programs that are structured to comply with Department of Defense regulations for defense contractors or the new Federal Organizational Sentencing Guidelines will reflect the same overwhelmingly 'punitive' balance of incentives for lawful and ethical employee conduct as do the traditional legal and regulatory incentive systems for lawful corporate behavior. Finally, the question of whether governmental incentives for corporate self-regulation are succeeding was investigated by examining the behavior of the Fortune 1000 companies in enacting or revising corporate codes of conduct, an essential feature of every governmental-encouraged system for corporate self-regulation, during the period 1960 to 1994. This data indicates a dramatic growth in the enactment of voluntary corporate codes of conduct by the Fortune 1000 companies in the period 1985-1994 that broadly parallels the growth in positive governmental incentives for such programs. In addition, several dramatic increases in code enactment and revision activity that occurred, coincide with specific governmental incentives for private compliance programs offered during that period.