5. Legal and Regulatory Environment of Business Ethics

Other countries / International

Sarbanes-Oxley Act (US) (2002)
The Sarbanes-Oxley Act introduced highly significant legislative changes to the regulation of corporate governance and financial practice and establishing stringent new rules, to "protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws". Includes the requirement for a company to adopt a code of ethics for its chief financial officer or to explain why they have not adopted one. The Security and Exchange commission extended this requirement, making it mandatory for a company to disclose whether they have a code of ethics for their CEO, CFO and senior accounting personnel. The Act further contains significant protections for corporate whistleblowers. It also requires companies to establish a confidential, anonymous process for employees to file allegations with the audit committee regarding questionable accounting or auditing matters. The Sarbanes-Oxley Act applies to all companies listed on a US stock exchange (thereby including many foreign registered companies). www.sarbanes-oxley.com
www.sec.gov/news/press/2003-89a.htm

NYSE Listing Rules, Section 303A.10
The NYSE requires each listed company to adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
This code should address (at least) the following topics:

• Conflicts of interest 
• Corporate opportunities
• Confidentiality
• Fair dealing
• Protection and proper use of company assets 
• Compliance with laws, rules and regulations (including insider trading laws)
• Encouraging the reporting of any illegal or unethical behavior

www.nyse.com/Frameset.html?nyseref=http%3A//www.nyse.com/regulation/nyse/1101074746736.html&displayPage=/lcm/lcm_subsection.html

 OECD Guidelines for Multinational Enterprises
These guidelines are recommendations on responsible business conduct proposed by governments to multinational enterprises operating in or from their territories. The Guidelines are the only multilaterally endorsed and comprehensive code that Governments are committed to promoting.
www.oecd.org
UK National Contact Point:
www.berr.gov.uk/whatwedo/sectors/sustainability/nationalcontactpoint/page45873.html

Overview of Corporate Governance regulations
List of Corporate Governance regulations in a range of countries; includes OECD Principles for Corporate Governance
www.ecgi.org/codes/all_codes.php

More info on corporate governance regulations in various countries can be found on
www.estandardsforum.com

Anti-Bribery Legislation

Foreign Corrupt Practices Act (US) (1977)
Prohibits bribery of foreign officials and political parties, officials and candidates by US citizens and US companies doing business abroad.
www.usdoj.gov/criminal/fraud/fcpa/

OECD Convention on Combating Bribery of Foreign Public Officials (1997)
This Convention makes it a crime for companies and individuals to pay bribes to foreign public officials. Its signatories include all 30 members of the OECD plus seven non-member states.
www.oecd.org/document/21/0,3343,en_2649_34859_2017813_1_1_1_1,00.html

UN Convention against Corruption (2003)
This Convention addresses bribery both domestic and abroad and includes private sector corruption. As of October 2008, the Convention has 140 signatories and has been ratified by 126 states.
http://www.unodc.org/unodc/en/treaties/CAC/index.html