Friday, October 29, 2004

Waivers of codes of conduct and E.

In an interesting article in Ethikos of September 2004, Rebecca S. Walker discusses Waivers of codes of conduct and E.

Section 406 of Sarbanes-Oxley requires companies to disclose whether or not they have adopted a code of E. for senior financial officers, and if not, why not.

The SEC regulations implementing section 406 ("SEC Implementing Regulations") define a code of E. to mean written standards that are reasonably designed to deter wrongdoing and to promote:
(i) honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest;
(ii) full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the SEC and in other public communications;
(iii) compliance with applicable laws, rules and regulations;
(iv) prompt internal reporting of code violations to an appropriate person; and
(v) accountability for adherence to the code.

Companies must immediately disclose any amendments of the code in a public filing with the SEC on a Form 8-K or on the company's Internet site.

On November 4, 2003, the SEC approved NYSE Rule 303A.10, including a requirement that NYSE-listed companies adopt and disclose a code of B. conduct and E. applicable to all directors, officers and employees. Any waivers of the code for directors and executive officers may be made only by the board of directors or a board committee and must be promptly disclosed to shareholders.

But, what is a waiver? The SEC Implementing Regulations defines a waiver as "the approval by the registrant of a material departure from a provision of the code of E."
The NYSE and the Nasdaq have not articulated any definition of a waiver.

According to Walker, "Given the SEC's definition of a waiver as a material departure from a provision of the code, it would seem possible to draft a code so as to avoid the need to grant a waiver under most circumstances", since "Most of the requirements for contents of codes are broad enough that language could be drafted to minimize the need to authorize a departure".

Friday, October 08, 2004

Review Book Gertrude Himmelfarb: The Roads to Modernity

A new book from Gertrude Himmelfarb is called "Roads to Modernity". It provides an overview of the British, French and American Enlightenments with an implicit focus on moral and ethical aspects.

There are periods in time when the situation in the world, or at least in some countries appear to be right for fundamental changes in thinking to occur. One such period is called the Period of Enlightenment. It began in France around 1650, the British following from around 1700 and the period ended with the revolutions in America and France at the end of the century (c. 1800).

With many extremely influential thinkers such as:

  • In France: de Montaigne, Pascale, Descartes, Voltaire, Rousseau, Turgot, de la Mettrie
  • In Scotland/Britain: Shaftesbury, Locke, Hutcheson, Hume, Adam Smith, Wesley
  • In the US: Jefferson, Washington, Hamilton, Adams, Franklin, Paine, and Burke

it can be said that the enlightenment was the period of time that gave us much of the philosophical underpinning of our current time.

In 'The Roads to Modernity' Dr. Himmelfarb (Professor emeritus of history - University of New York) discusses the Enlightenment as it happened in England, France and America. The biggest strengths of this book are:

  • Himmelfarb's impressive historical knowledge that enables her to provide a very clear and sometimes humorous overview of the enlightenment period,
  • The many precise bibliographical references and philosophers quotes she gives for further reading,
  • Her accessible, succinct and captivating style (Once I started reading this book from Himmelfarb, it was difficult for me to stop), and
  • (For us as ethical interested people) Himmelfarb's focus on moral and ethical aspects.

Himmelfarb's book is an explicit attempt to prove that while the Enlightenment has been considered as primarily a French happening, the American and particularly the British contributions were probably just as or even more significant.

As always, it is important to keep this starting point or assumption in mind when reading this superb book. If you do that, then you can forgive Himmelfarb for not being able to escape her own cultural biases, being an American herself and having written many books on the (British) Victorian time.

  • For a positive view on the French, this is not the book you are looking for :-) The French in this book are pictured as getting everything wrong. They are dogmatically opposed to religion, contemptuous of the public, opposed to philanthropy, supportive to Enlightened Despotism while their emphasis on reason over all leads directly to the Terror of the French Revolution.
  • Almost by surprise, at the end of the book the Americans get a lot of credits in being at this moment the closest to the 'ideal', which - as far as Himmelfarb is concerned - is the thinking at the time of the Social Virtues of Britain at the end of the 18th century.

Should you want to buy this fascinating book at Amazon or see more reviews, click here.

Finally: Himmelfarb historical excellence has inspired me to finally create a chronological view on my website Value Quotes. Click here for this history of ethics, moral, virtue, value and values in quotes. The page may also provide the more balanced view some people are looking for offering opinions from thinkers from other countries and from other periods as well as those from the Enlightenment.