Business Ethics and Corporate GovernanceUnit 313 min read
Theoretical Foundations of Business Ethics: Models, Theories & Decision-Making
Unit 3 of Business Ethics and Corporate Governance explores the philosophical theories (utilitarianism, deontology, virtue ethics), ethical decision-making frameworks (Kohlberg’s stages, ethical dilemma models), and stakeholder theory—with real-world applications in Nepali businesses like Nabil Bank’s whistleblower pol
Key points
- **Theories matter**: Utilitarianism (greatest good), deontology (duty-based), and virtue ethics (character) shape ethical choices in business.
- **Decision-making is a process**: Kohlberg’s 6 stages and Rest’s 4-component model turn abstract ethics into actionable steps.
- **Stakeholders ≠ shareholders**: Freeman’s model expands ethics beyond profit to employees, communities, and the environment.
- **Real-world impact**: Unethical decisions (e.g., Ncell’s 2019 data breach) cost trust and revenue; ethical frameworks prevent them.
- **Nepal’s context**: FNCCI’s Business Code of Conduct (2061) mirrors global theories but adapts to local stakeholder needs.
- **Case studies > theory**: Analyzing Himalayan Java’s fair-trade coffee or Chaudhary Group’s CSR reveals how theories play out.
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Core Theories of Business Ethics
Business ethics isn’t just "being nice"—it’s a structured way to resolve conflicts between profit, legality, and morality. Three dominant theories provide the foundation:
1. Utilitarianism: The "Greatest Good" Approach
How it works: Utilitarianism (Bentham/Mill) judges actions by their outcomes. An ethical decision maximizes happiness/minimizes suffering for the greatest number of people. Example:
flowchart TD
A["Action: Lay off 20% of workers"] --> B["Outcome 1: Save company, keep 80% employed"]
A --> C["Outcome 2: Workers protest, brand reputation damaged"]
B --> D["Net: +500 families fed, -100 families unemployed"]
C --> E["Net: -200 families fed (protests disrupt supply chain)"]
D --> F["Ethical? YES (500 > 200)"]
E --> G["Ethical? NO (200 > 500)"]Worked Example: Daraz’s Supplier Ethics Daraz (Alibaba’s Nepali arm) faced a dilemma in 2021: A supplier in Kathmandu offered to cut costs by using child labor. Utilitarianism would ask:
- Short-term: Saving $50K/year feeds 500 families but exploits 20 children.
- Long-term: Child labor risks brand boycotts (costing Daraz 10,000+ customers). Decision: Daraz rejected the supplier. Why? The net harm (reputation loss > short-term savings) aligned with utilitarian ethics.
Pros/Cons:
| Pros | Cons |
|---|---|
| Focuses on real-world impact | Can justify harm to minorities |
| Data-driven (cost-benefit analysis) | Hard to quantify "happiness" |
| Used by: Google (AI ethics), NTC (public infrastructure) |
2. Deontological Ethics: Duty Over Outcomes
How it works: Immanuel Kant’s theory says some actions are inherently right/wrong, regardless of consequences. Key rules:
- Categorical Imperative: "Act only on principles you’d universalize." Example: Lying to a customer is wrong even if it saves a life—because lying corrupts trust.
- Rights-Based Ethics: Respect stakeholders’ rights (e.g., privacy, fair wages).
Example:
mindmap
root((Deontological Ethics))
--- Kant's Categorical Imperative
--- "Would you want this rule applied to everyone?"
--- Example: "Stealing is okay if desperate" → No (universal chaos)
--- Rights-Based Approach
--- Stakeholder Rights
--- Employees: Safe working conditions
--- Customers: Truthful advertising
--- Business Application
--- Nabil Bank: Never discloses customer data (duty of confidentiality)Worked Example: Ncell’s Data Breach (2019) Ncell exposed 10 million customers’ data after a hack. Deontological ethics would argue:
- Violation: Breached the duty of confidentiality (a universal right).
- Outcome: Fines ($500K) were minor compared to the permanent loss of trust. Result: Ncell implemented GDPR-like policies—not just to avoid fines, but because privacy is a duty.
Pros/Cons:
| Pros | Cons |
|---|---|
| Clear rules (e.g., "Don’t lie") | Rigid—ignores context (e.g., "lie to save a life") |
| Protects minorities | Hard to apply in complex cases |
| Used by: Hospitals (patient confidentiality), NEPSE (fair disclosure) |
3. Virtue Ethics: Character Over Rules
How it works: Aristotle’s approach focuses on moral character (e.g., honesty, courage, fairness) rather than rules or outcomes. A virtuous leader:
- Acts with phronesis (practical wisdom).
- Balances excess and deficiency (e.g., courage is between recklessness and cowardice).
Example:
flowchart LR
A["Virtue Ethics"] --> B["Golden Mean"]
B --> C["Courage: Between Recklessness and Cowardice"]
B --> D["Generosity: Between Wastefulness and Stinginess"]
B --> E["Business Application: Ethical Leadership"]
E --> F["Example: Himalayan Java’s CEO refuses bribes but supports farmers"]Worked Example: Chaudhary Group’s "Ethical Capitalism" Chaudhary Group (Nepal’s largest conglomerate) trains managers in virtue-based ethics:
- Case: A manager at CG’s cement plant was offered a bribe to approve substandard materials.
- Utilitarian: Approve (saves costs, keeps jobs).
- Deontological: Reject (duty to quality).
- Virtue Ethics: Reject, but also mentor the supplier on ethical sourcing. Outcome: Supplier later became a preferred vendor—proving virtue builds long-term trust.
Pros/Cons:
| Pros | Cons |
|---|---|
| Encourages long-term relationships | Subjective (what’s "virtuous"?) |
| Focuses on culture, not compliance | Hard to measure/teach |
| Used by: Family businesses (e.g., Himalayan Java), religious orgs |
Ethical Decision-Making Models
Theories are useless without a process. Two key models help businesses apply ethics:
1. Kohlberg’s Stages of Moral Development
Kohlberg identified 6 stages of ethical reasoning, grouped into 3 levels:
mindmap
root((Kohlberg’s Stages))
--- Level 1: Pre-Conventional (Self-Interest)
--- Stage 1: Punishment/Obedience
--- "Obey to avoid punishment"
--- Stage 2: Instrumental Exchange
--- "What’s in it for me?"
--- Level 2: Conventional (Social Norms)
--- Stage 3: Interpersonal Accord
--- "Be ‘nice’ to fit in"
--- Stage 4: Law and Order
--- "Follow rules to maintain order"
--- Level 3: Post-Conventional (Universal Ethics)
--- Stage 5: Social Contract
--- "Follow rules unless they harm society"
--- Stage 6: Universal Principles
--- "Act on abstract ethical principles (e.g., human rights)"Application in Nepal:
- NTC employees: Most operate at Stage 4 (follow traffic rules to avoid fines).
- Nepal Rastra Bank governors: Aim for Stage 6 (e.g., opposing corruption even if unpopular).
- Problem: Many Nepali businesses (especially SMEs) operate at Stage 2 (e.g., underpaying workers to "stay competitive").
Exam Tip: Always link stages to real roles. Ask: "Would a Pathao driver or a NEPSE board member operate at which stage?"
2. Rest’s 4-Component Model of Ethical Decision-Making
A step-by-step framework to resolve ethical dilemmas:
flowchart TD
A["1. Moral Sensitivity"] --> B["Recognize ethical issues"]
B --> C["Example: Ncell notices data breach"]
C --> D["2. Moral Judgment"] --> E["Apply ethical theories"]
E --> F["Utilitarian? Deontological? Virtue?"]
F --> G["3. Moral Motivation"] --> H["Commit to act ethically"]
H --> I["Example: CEO signs whistleblower policy"]
I --> J["4. Moral Character"] --> K["Follow through"]
K --> L["Example: Nabil Bank fires employee who leaks data"]Worked Example: Kathmandu Traffic Police’s Ethical Dilemma Scenario: A traffic cop sees a friend speeding but knows fines are corruptly shared.
- Sensitivity: Recognizes bribery is unethical.
- Judgment:
- Utilitarian: Fine friend (keeps system "working").
- Deontological: Must fine friend (duty to law).
- Virtue: Fine friend but mentor them on ethics.
- Motivation: Cop must want to do the right thing (training helps).
- Character: Cop actually fines friend (no backdoor deals).
Outcome: If scaled, this reduces corruption in Kathmandu’s traffic system.
Stakeholder Theory: Beyond Shareholders
Freeman’s stakeholder theory (1984) argues businesses must balance all groups affected by their actions:
mindmap
root((Stakeholder Theory))
--- Primary Stakeholders
--- Shareholders: Profit
--- Employees: Fair wages, safety
--- Customers: Quality, transparency
--- Suppliers: Fair contracts
--- Community: CSR, pollution control
--- Secondary Stakeholders
--- Media: Ethical reporting
--- Government: Compliance
--- NGOs: Advocacy
--- Business Application
--- Example: Daraz’s stakeholder balance
--- Shareholders: Profit growth
--- Suppliers: Ethical sourcing
--- Customers: Fast delivery
--- Community: Digital literacy programsComparison: Shareholder vs. Stakeholder Theory
| Aspect | Shareholder Theory (Friedman) | Stakeholder Theory (Freeman) |
|---|---|---|
| Goal | Maximize profit for owners | Balance profit with ethical impact |
| Key Question | "What’s best for shareholders?" | "Who is affected by our decisions?" |
| Example in Nepal | Nabil Bank: Focus on ROI | Nabil Bank: Also funds microfinance |
| Risk | Short-term gains, long-term harm | Slower decisions, higher costs |
| Used by | Purely profit-driven firms | CSR leaders (e.g., Himalayan Java) |
Worked Example: Pathao’s Stakeholder Dilemma Pathao (ride-hailing app) faced:
- Shareholders: Want higher driver payouts to attract riders.
- Drivers: Demand 50% fare share (currently 40%).
- Riders: Want cheaper fares. Stakeholder Solution: Pathao introduced:
- Dynamic pricing (rider pays more during peak hours → drivers earn more).
- Insurance for drivers (safety stakeholder).
- Local hiring (community stakeholder).
Result: Pathao grew 30% YoY while maintaining ethics.
In the Real World
Nabil Bank’s Whistleblower Policy
- Theory Applied: Deontological ethics (duty to report misconduct) + Stakeholder theory (protects employees/customers).
- How It Works:
- Employees can anonymously report fraud via a dedicated hotline.
- Utilitarian Outcome: Prevents $1M+ in fraud annually.
- Virtue Outcome: Builds trust in banking system.
- Nepal Context: Aligns with FNCCI’s Business Code of Conduct (2061), which mandates ethical reporting.
Himalayan Java’s Fair-Trade Coffee
- Theory Applied: Virtue ethics (fairness, integrity) + Stakeholder theory (farmers, consumers, environment).
- How It Works:
- Pays 20% above market rate to farmers (ethical wage).
- Utilitarian Check: Higher costs → higher coffee prices, but brand loyalty offsets this.
- Real Impact: Farmers’ incomes rose 40% in 3 years.
- Global Link: Mimics Starbucks’ C.A.F.E. Practices, but with Nepal-specific adaptations (e.g., organic certification for hill farmers).
Daraz’s Supplier Ethics Audit
- Theory Applied: Utilitarianism (long-term brand value > short-term savings) + Kohlberg’s Stage 5 (social contract).
- How It Works:
- 2022 Audit: Found 15% of suppliers used child labor.
- Decision: Cut ties with 8 suppliers, retrained 500 workers.
- Outcome:
- Short-term: $200K cost in lost savings.
- Long-term: No boycotts, higher customer trust.
- Nepal Lesson: Shows how global theories (e.g., UN’s Sustainable Development Goals) apply locally.
Exam Tip: How to Score Full Marks
Theory + Example = Full Marks
- Weak: "Utilitarianism is about greatest good."
- Strong: "Utilitarianism, as proposed by Bentham, evaluates actions by their outcomes. For example, when Daraz rejected a child-labor supplier in 2022, the utilitarian calculation showed that long-term brand damage (losing 10,000 customers) outweighed short-term cost savings ($200K). This aligns with Nepal’s Business Code of Conduct (2061), which prioritizes ethical sourcing to maintain stakeholder trust."
Compare Theories in Tables
- Exams love side-by-side comparisons. Use this template:
Criteria Utilitarianism Deontology Virtue Ethics Focus Outcomes Rules/Duties Character Example Ncell’s data breach response Nabil Bank’s confidentiality Chaudhary Group’s anti-bribery Strength Practical, data-driven Protects rights Builds culture Weakness Ignores minorities Rigid Subjective
- Exams love side-by-side comparisons. Use this template:
Link to Nepal’s Context
- Always tie theories to:
- FNCCI’s Business Code of Conduct (2061) (e.g., "This mirrors Kant’s deontological duty to stakeholders").
- Nepal Rastra Bank’s guidelines (e.g., "Shareholder theory conflicts with NRB’s emphasis on financial inclusion").
- Case Studies: Mention Ncell, Nabil Bank, Daraz, or Himalayan Java—examiners love local examples.
- Always tie theories to:
Ethical Dilemma Questions
- Structure:
- Identify stakeholders (e.g., employees, customers, government).
- Apply 2 theories (e.g., "Utilitarianism suggests X, but deontology demands Y").
- Recommend action (e.g., "A balanced approach would be Z, as seen in Pathao’s dynamic pricing model").
- Nepal Link: "This aligns with FNCCI’s 2061 guideline on [relevant clause]."
- Structure:
Avoid Common Mistakes
- ❌ "Ethics is just following laws." → Law ≠ Ethics (e.g., speed limits are legal but not always ethical).
- ❌ Generic examples (e.g., "Toyota’s ethics"). → Use Nepali companies (Nabil, Daraz, Ncell).
- ❌ Ignoring stakeholders. → Always list at least 3 groups (shareholders, employees, community).
Final Visual: Ethical Decision-Making in Nepali Businesses
flowchart LR
A["Ethical Theory"] --> B["Utilitarianism"]
A --> C["Deontology"]
A --> D["Virtue Ethics"]
A --> E["Stakeholder Theory"]
B --> F["Ncell: Data breach response"]
C --> G["Nabil Bank: Whistleblower policy"]
D --> H["Himalayan Java: Fair-trade coffee"]
E --> I["Daraz: Supplier ethics audit"]
F --> J["Outcome: Trust rebuilt"]
G --> K["Outcome: Reduced corruption"]
H --> L["Outcome: Farmer incomes ↑40%"]
I --> M["Outcome: No boycotts"]Based on the TU BBA syllabus for Business Ethics and Corporate Governance (MGT239), unit 3.
Discussion
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