Presented by:
Bob Parks, CPA, Director
June 15, 2011


How Did We Get Here?

Current State of Affairs

Why Things Go Wrong

Getting Things Right

Where Internal Audit Fits In

The Ethics Audit

Questions?
© DM 2011 2

“There’s no such thing as business ethics – there’s only ethics. People try to use one set of ethics for their professional life, another for their spiritual life, and still another at home and with their family. That gets them into trouble.
Ethics is ethics. If you desire to be ethical, you live it by one standard across the board.”
John Maxwell in There’s No Such Thing as “Business
Ethics”
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© DM 2011
H OW D ID W E G ET H ERE ?
4

© DM 2011
“No man is wise enough or good enough to be trusted with unlimited power.”
John Adams
5

How Did We Get Here? Business then (19th Century) and now

Businesses privately owned and established to provide a public service
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Barred from political contributions

Taxes were insignificant

Honesty, ethics, and moral values were taught in classrooms
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Emphasis on companies’ responsibility to employees and customers
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How Did We Get Here? Business then (19th Century) and now

Things change after Civil War – Industrial
Revolution begins
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Federal government assumes stronger position in the private sector
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Rich industrialists pressure politicians to pass laws limiting competition
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Monopolies created in railroad, steel, oil, and utilities industries.
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How Did We Get Here? Business then (19th Century) and now

Industry leaders use economic influence to promote laws protecting business and controlling labor movement

By end of WWI, U.S. is a global economic power
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Distrust and animosity between management and labor increases

Unions gain political power
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Government assumes the role of regulator

Taxes begin to take a significant portion of profits
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How Did We Get Here? Business then (19th Century) and now

Use of debt in business escalates

Ethics become part of business school curriculums again

Companies begin developing structures for ethical behavior

Executive compensation packages escalate $$$$

Business scandals continue

Establishment of Sarbanes-Oxley Act
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© DM 2011
C URRENT S TATE OF A FFAIRS
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“How many leaders have ruined their lives and damaged the lives of others through immorality? Character has become a crucial issue today precisely because of the leaders in the political, business, and religious worlds who have fallen morally. Leaders need to realize that they influence many others beyond themselves; they never fall in a vacuum. They also need to remember that replacing fallen leaders is a slow and difficult process.
“So how can we guard against falling? First we must take care not to emphasize the gifts of a leader over his or her character. We have and unhealthy tendency to see and reward the gift more than the character, but both must be developed.”
John Maxwell: “The Maxwell Leadership Bible”
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Please tell me how you would rate the honesty and ethical standards of people in these different fields?
Nurses
Military officers
Druggists/pharmacists
Grade school teachers
Medical doctors
Police officers
Clergy
Judges
Day care providers
Auto mechanics
Nursing home operators
% Very High
/High
81
73
71
67
66
57
53
47
47
28
26
%
Average
16
23
25
24
28
33
35
37
41
55
48
% Low /
Very Low
1
6
5
3
4
10
8
14
7
16
24
Bankers
TV reporters
Newspaper reporters
Local officeholders
Lawyers
Business executives
State office holders
Advertising practitioners
Members of Congress
Car salespeople
Lobbyists
% Very High
/High
23
23
22
20
17
15
12
11
9
7
7
55
47
52
49
48
%
Average
48
47
49
32
42
29
% Low /
Very Low
28
29
27
24
35
32
37
37
57
49
61
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
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Misconduct at work is down. Fewer employees witnessed misconduct on the job; the measure fell from
56% in 2007 to 49% in 2009
Whistleblowing is up. More employees reported misconduct when they observed it; 63% in 2009, up from
58% in 2007
Ethical cultures are stronger. Measures of the strength of ethical culture in the workplace increased from 53% in
2007 to 62% in 2009
Pressure to cut corners is lower. Perceived pressure to commit an ethics violation – cut corners or worse – declined from 10% two years ago to 8%
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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Percent of Employees Experiencing Company Tactics to Weather the Recession
Adjusted Work Schedules
Layoffs
42%
42%
Compensation or Benefit Reductions 34%
Hiring Freezes
Early Retirements or Buyouts 20%
52%
Production Slowdowns
Plant Closures 12%
36%
• Where employees were subject to recessionary tactics, misconduct rose by 26%.
Non-reporting rose by 15%.
• Companies taking actions affecting their employees need to be alert to potential damage to their ethical culture and plan for repairs as the recession finally eases.
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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
Overriding routine procedures – cutoff and timing

Ignoring unusual activities happening at higher levels

Creating fictitious vendors or invoices

Stealing or misappropriating assets

Submitting false or misleading invoices to customers

Entering into contracts that lack proper terms, conditions or approvals

Violating contract terms with customers or suppliers
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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1.1%
3.8%
0.9%
8.6%
Observed No Red Flags
6-8 Red Flags
4-5 Red Flags
2-3 Red Flags
1 Red Flag
85.6%

Of the group observing some type of red flag, 30% said they did not report their observation.
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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15% of employees who observed & reported misconduct perceived they were retaliated against.
Supervisor or management excluded you from decisions and work activity
Other employees gave you a cold shoulder
Verbally abused by supervisor or someone else in management
Almost lost your job
Not given promotions or raises
Verbally abused by other employees
Relocated or reassigned
Any other form of retaliation
Demoted
Experienced physical harm to your person or property 4%
20%
18%
27%
43%
42%
48%
55%
62%
60%
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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
We are experiencing an ethics bubble
 Positive results are likely a temporary connection between workplace ethics and larger economic cycle: when times are tough, ethics improve
 When business thrives and regulatory intervention remains at status quo, ethics erode
 This pattern is expected to continue.

Executives who don’t make ethical culture a priority risk long-term business problems
Source - Ethics Resource Center: 2009 National Business Ethics Survey
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© DM 2011
W HY T HINGS G O W RONG
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“The tendency to hide the truth where there are potential consequences is a part of human nature, and sadly, one that usually makes us incur more negative consequences than if we had told the
truth.”
Dr. Henry Cloud: “Integrity”
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
Why unethical choices are made:
 Doing whatever it takes to win
 Everyone hates to lose
 Doing the most convenient thing
 What is the easiest
 Promises made to gain an outcome
 Lying or omitting information to cover a mistake
 Choice can be rationalized
 Situational ethics
 People are generally easier on themselves
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
Pressure to meet unrealistic business objectives and deadlines

Personal financial gain

Desire to further career

Desire to protect job

Work environment with low morale

Lack of training that the act was unethical
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© DM 2011
G ETTING T HINGS R IGHT
23

“Every single day we make choices that show we are courageous or cowardly. We choose between the right thing and the convenient thing, sticking to a conviction or caving in for the sake of comfort, greed, or approval.”
Bill Hybels: “Who You Are When No One’s Looking”
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


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Leadership supports an ethical culture – tone at the top
Leadership models ethical behavior – keeps promises and commitments
Consistent and transparent communications from leaders.
Ethics integrated into the organization’s goals, business processes, and strategies.
Ethics are part of the performance management and reward system.
Ethics are part of employee recruitment process and selection criteria.
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 Establish a Code of Conduct and require annual employee acknowledgement
 Conducting on-going ethics training
 Establish an Ethics officer and/or an Ethics committee of the Board
 Establishing an ethics hotline
 Conducting ethics audits
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Clarify your thinking and decide on an action:
1.
Have you accurately defined the problem?
2.
How would you define the problem if you stood on the other side of the fence?
3.
How did this situation occur in the first place?
4.
To whom and to what do you give your loyalty as a person and as a member of the company?
5.
What is your intention in making this decision?
6.
How does this intention compare with the likely results?
(Excerpted from: Nash, L. (1981). Ethics Without the Sermon. Harvard Business Review, 59. ).
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7.
Who could be injured by your decision or action?
8.
Can you discuss the problem with affected parties before you make your decision?
9.
Are you confident your position will be as valid over along period of time as it seems now?
10.
Could you disclose, without qualm, your decision or action to your boss, your CEO, the board of directors, your family, or society in general?
11.
What is the symbolic potential of your action if understood? If misunderstood?
12.
Under what conditions would you allow exceptions to your stand?
(Excerpted from: Nash, L. (1981). Ethics Without the Sermon. Harvard Business Review, 59. ).
© DM 2011 28


‘Do unto others as you would have others do unto you’

Treat others as you would like to be treated – with dignity, respect, understanding, and trust.

The Golden Rule is accepted by most people and cultures

Is a win-win philosophy

Should act as a compass when you need direction
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
Put into practice:
 Truth cannot be compromised
 We all have a job to do and no one should benefit at the expense of others
 Everyone should be treated with dignity and worth
 We work to create value for our customers and owners
 We all must be willing to serve others
Source - C. William Pollard: ServiceMaster: Soul of the Firm
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© DM 2011
W HERE I NTERNAL A UDIT F ITS I N
31

Henry Silverman, CEO at Cendant, after it paid billions to settle lawsuits:
“The new regulations are kind of like chicken soup.
They can’t cure you – but they can’t hurt you either.
There will always be fraud in the world. I don’t know how you regulate human behavior, which is what these rules are trying to do.“
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When asked what would prevent bad behavior,
Mr. Silverman responded:
“Individual morals and ethics of the leaders at companies, and their ability to instill what’s right and what’s wrong. We had a biannual meeting wither all of the senior managers came to the New York office.
I made a point to talk about integrity. I said: ‘if there’s something you’d prefer not to read about on the front page of the Wall Street Journal, then just don’t do it.’
Most companies, I’m afraid, haven’t instilled that culture in their troops.”
© DM 2011 33

According to Characteristics of an Internal Audit
Activity, the first report in the IIA’s five-part Global
Internal Audit Survey, the major focus areas for internal auditing in the next five years will be:





Corporate governance,
Enterprise risk management,
Strategic reviews,
Ethics audits, and
Migration to International Financial Reporting
Standards (IFRS).
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
The internal audit activity should evaluate the design, implementation, and effectiveness of the organization’s ethics-related objectives, programs, and activities.
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
Internal auditors - evaluate features of ethical culture:
 Formal Code of Conduct, which is clear and understandable.
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Communications and demonstrations of expected ethical attitudes and behavior by leaders.
Strategies to support and enhance the ethical culture with regular programs to renew the organization’s commitment.
Ways for people to confidentially report alleged violations of the Code, policies, and other acts of misconduct.
Regular declarations by employees, suppliers, and customers that they are aware of ethical behavior requirements.
Ensure ethical consequences are evaluated, confidential counseling is provided, allegations of misconduct are investigated, and case findings are properly reported.
© DM 2011 36


Internal auditors - evaluate features of ethical culture:
 Learning opportunities to enable all employees to be ethics advocates.
 Practices encouraging every employee to contribute to the ethical climate of the organization.
 Regular surveys of employees, suppliers, and customers to determine the state of the ethical climate in the organization.
 Regular reviews of processes that could create pressures and biases that would undermine ethical culture.
 Reference and background checks as part of hiring procedures, including integrity tests, drug screening, and similar measures.
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
Internal Audit’s Role
 Active in support of the ethical culture.
 High level of trust and integrity to be effective advocates of ethical conduct.
 Competence and capacity to appeal to leaders, managers, and other employees to comply with the legal, ethical, and societal responsibilities.
 Chief ethics officer (may conflict with other duties)
 Member of an internal ethics committee.
 Assessor of the ethical climate.
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© DM 2011
T HE E THICS A UDIT
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© DM 2011
“Right is right, even if everyone is against it; and wrong is wrong, even if everyone is for it.”
William Penn
40

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
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
Assess the ethics management strategy as a control to mitigate risks from unethical and illegal behavior.
Assess the adequacy of current practices, polices, and procedures.
Determine whether ethics program is in compliance with applicable laws and regulations.
Assess whether the ethics program is administered properly and effective.
Determine if the behaviors included the code of conduct and policies and procedures exist in practice and that behavior forbidden in these documents does not occur.
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
Review the Code of Conduct and policies and procedures related to ethics compliance.

Document an understanding of procedures for program development, maintenance, implementation, and training.

Document an understanding of the role of the ethics officer (or equivalent), and evidence to support the effectiveness of compliance programs.

Document an understanding of Ethics Committee’s role.

Determine appropriateness of executive management,
Board of Directors, Audit Committee and legal counsel participation in the ethics program.
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


Review and document ethics training program and practices for ensuring all employees participate.
Document the process in place for personnel to report ethics violations.
Evaluate the procedures for following up on ethics and code of conduct violations.

Select a sample of recent hires and existing employees and trace to signed commitment to the ethics compliance policies and code of conduct.

Inquire about outstanding items such as missing signatures of commitment to compliance, unperformed training, and other delinquent items.
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Determine procedure for tracking reported ethics incidents and reporting to senior management and Ethics
Committee.
Select a sample of reported complaints from call reports or logs and consider the adequacy investigation, documentation, reporting and timeliness of resolution.
Evaluate the security and confidentiality of complaint related files.
Review ethics program procedures related to practices for:


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Expense and travel reporting
Vendor due diligence, bidding and selection
Employee and related party accounts
Other ethical matters
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© DM 2011
Q
?
45

“Do all the good you can, by all the means you can, in all the ways you can, in all the places you can, at all the times you can, to all the people you can, as long as you ever can.”
John Wesley, 1703-1791
© DM 2011 46

755 West Big Beaver Road
Suite 2300
Troy, Michigan 48084 www.doeren.com
2603 Augusta Drive
Suite 1100
Houston, Texas 77057
Robert Parks, CPA
Director, Financial Institutions Group
Office: (248) 244-3049
Cell : (248) 709-1046
Email : parks@doeren.com

Services
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Commercial loan consulting
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© DM 2011 48