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  • Business Ethics Videos
Advice to First Time Public Board Members
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Markkula Center for Applied Ethics Executive Director Kirk O. Hanson interviews John W. Noble, vice chancellor, Delaware Court of Chancery. Advice for a new corporate director includes preliminary self-assessment: What can you bring to the board? Have you studied the company? What are your strengths and weaknesses? Check on liability insurance as it relates to your role as a board member, and make sure you have the time and energy to do the job. Continually educate yourself about the business and its risks. Due care and the duty of loyalty should be foremost. It's important to remember that the board provides the long-term vision, and is not involved in everyday minutiae. Talk to the experts, including financial advisers and accountants, and be aware of conflicts and potential conflicts ahead of time. Board decisions are just that, not individual decisions. The focus should be on doing the right thing and setting an example. Problems can occur when directors are conflicted and don't have a clear sense of priorities.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Are Corporate Governance Standards Different for Smaller Firms?
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Kirk O. Hanson, executive director of The Markkula Center for Applied Ethics, interviews John W. Noble, vice chancellor, Delaware Court of Chancery. Are there different ethical standards depending on the size of the company, and also for entrepreneurial ventures? What about a new company vs an established one? Noble responds: directors must act in an informed way and uphold the needs of the company and its shareholders first and foremost. Directors must keep these principles in mind, whatever the size of the company. But fiduciary responsibilities do vary according to the size of the enterprise. A larger enterprise can do things a smaller one can't. But the bottom line is directors' compliance.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Building an Ethical Business Culture: The Role of the Board Part 1
Rating

Michael L. Hackworth, chair of the Advisory Board of the Markkula Center for Applied Ethics at Santa Clara University and member and chair of numerous corporate boards, talks with Lon Allen, chair of the National Association of Corporate Directors-Silicon Valley, on what boards can do to promote ethics in an organization.

Doing the right thing builds trust with customers, shareholders, partners, and vendors. High efficiency and productivity result from trust.

The board should ask itself about any decision: Does it optimize the bottom line, which is the duty to create value? Is it legal? Is it consistent with the contracts and obligations we have? Is it ethical?

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Building an Ethical Business Culture: The Role of the Board Part 2
Rating

Michael L. Hackworth, chair of the Advisory Board of the Markkula Center for Applied Ethics and member and chair of numerous corporate boards, talks with Lon Allen, chair of the National Association of Corporate Directors-Silicon Valley, on what boards can do to promote ethics in an organization.

The Number 1 responsibility of the board is to promote ethics in the boardroom. If you think there's an ethical issue, there probably is one.

The board should also monitor C-level executives behavior. Does it reflect the values of the organization?

Finally, the board should be aware of incentives for employees. The way employees are incentivized can promote or detract from ethical behavior.

Hackworth shares a scoring system for the ethics of corporate boards.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Business Ethics, Fiduciary Responsibilities, and the Law
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Fiduciary duties of corporations: J. Travis Laster, Vice Chancellor of the Court of Chancery, Delaware, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
The CFO's role in the Ethical Culture of the Organization
Rating

Jeff Kuhn, Managing Partner, FLG Partners, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics at Santa Clara University.

Subject:
Business and Communication
Finance
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
The Chief Legal Officer in the New Reality
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Tom Lavelle, general counsel of Rambus, and Christine De Guglielmo, co-author of "Indispensable Counsel," talk with Kirk Hanson, executive director of the Markkula Center for Applied Ethics, about the role of a company's chief legal officer in supporting the ethical culture of a company.

The general counsel is one of the leaders in promoting ethics within a company. He or she is an enabler for executives but also a gatekeeper, preventing the corporation from engaging in illegal behavior. The general counsel should offer business-oriented solutions to problems that are legal and fit the company's values.

Subject:
Business and Communication
Law
General Law
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Conscious Capitalism
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There is a form of capitalism that actually is virtuous.

Kirk Hanson, executive director of the Markkula Center for Applied Ethics, interviews James O'Toole, Professor

of Ethics at Daniels School of Business on conscious capitalism.

Subject:
Business and Communication
Economics
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Core Concepts of Corporate Governance: Good Faith, Loyalty, and Care
Rating

Myron Steele, chief justice of the Delaware Supreme Court, describes the duties of corporate directors, especially fiduciary duties. Those duties focus on a duty of loyalty and a duty of care, which must be carried out in good faith.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Corporate Board Independence and Conflicts of Interest: Part III of IV
Rating

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about improving board independence through training and disclosure.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Corporate Board Independence and Conflicts of Interest: Part II of IV
Rating

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about the meaning of board independence and why it is important.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Corporate Board Independence and Conflicts of Interest: Part IV of IV
Rating

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about best practices in director independence.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Corporate Board Independence and Conflicts of Interest: Part I of IV
Rating

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about where conflicts of interest arise and how disclosure and transparency address the problem.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Delaware Corporate Law and Corporate Ethics
Rating

Sam Glasscock, vice chancellor of the Delaware Court of Chancery, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, about fiduciary duty, the standard of care, and the standard of loyalty. Glasscock explains the function of a court of equity.

Subject:
Business and Communication
Law
General Law
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Effective Boards: Board Composition
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Bob Finocchio and Lon Allan, both directors of several companies, discuss the real job of the board of directors—representing the interests of the shareholders.

The characteristics of effective board members:

-Financial literacy

-Time

-Passion for the company or industry

-Independence

-Courage and willingness to confront people who may have more power

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Effective Boards: Getting the Facts
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Bob Finocchio and Lon Allan, both members of the board of directors of several companies, talk about what boards can do to learn about what's really going on in a company. The board must gather data from multiple sources, including people who are not the CEO or CFO. The directors should have their nose in, but their fingers out. It's data gathering, not management of the company.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Effective Boards: Relationship Between the Board and the CEO
Rating

Bob Finocchio and Lon Allan, both directors of several corporate boards, talk about the relationship between the CEO and the Board. Finocchio emphasizes that the CEO works for the Board, not the other way around. While both are working for the same objective, maximizing shareholder return, there is necessarily some tension between them and the board must be willing to challenge the CEO, particularly the "rock star CEO."

The CEO also has reasonable expectations of directors: They should be prepared, available, and have some passion for the company.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Ethics Officers: Lessons Learned by Pat Gnazzo
Rating

Ethics and compliance officer Pat Gnazzo talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, on how companies can manage the ethics and compliance function. As Gnazzo advises ethics and compliance officers

1) Don't see yourself as the expert.

2) Don't make a report on an ethics infraction before you've done a thorough review of the facts.

3) Don't try to preach morality. Talk about business ethics with respect to shareholder value.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015
Ethics Risk
Rating

Measuring ethics risk and making sure management and board are paying attention. Center Director Kirk Hanson talks with Patrick McGurn, special counsel to ISS Governance Services at RiskMetrics, about the people component of risk.

Subject:
Business and Communication
Management
Material Type:
Lecture
Provider:
Markkula Center for Applied Ethics at Santa Clara University
Provider Set:
Business Ethics Videos
Date Added:
05/28/2015