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21 U. Pa. J. Bus. L. 873 (2018-2019)
Harmonizing Governance, Risk Management, and Compliance through the Paradigm of Behavioral Ethics Risk

handle is hein.journals/upjlel21 and id is 889 raw text is: HARMONIZING GOVERNANCE, RISK MANAGEMENT, AND COMPLIANCE THROUGH THE PARADIGM OF BEHAVIORAL ETHICS RISK Todd Haugh* ABSTRACT Governance, risk management, and compliance (GRC) are critical functions within companies-this much we know. Yet business leaders remain largely unsure of how to manage these functions effectively. The evidence is both anecdotal, as seen by recent corporate scandals, and research-based, as business law scholars levy sustained critiques against corporate compliance and governance effectiveness. At least part of the failing of GRC stems from its lack of coherent theory; there has been little attempt to harmonize the various GRC functions and determine what is at their core. Instead, the business and academic community has been content with the simple acknowledgment that GRC contains both overlaps and differences among its components. This Article offers a more principled analysis. It argues that governance, risk management, and compliance can best be understood through a behavioral ethics risk paradigm. Using behavioral ethics, criminological, and network theory, the Article explains that individual unethical decision-making within the firm is at the heart of conduct risk, which in turn is at the core of GRC. When conduct risk is misunderstood and ignored, as is the case in most companies, it not only creates corporate compliance lapses, but it may also cause systemic risk that can swamp corporate governance. Once this dynamic is understood, effective GRC can be properly seen as an exercise in managing behavioral ethics risk within the firm. After providing the necessary theoretical framework, the Article turns to the practical, offering strategies companies can use to identify and mitigate this newly understood risk. * Assistant Professor of Business Law and Ethics, Indiana University, Kelley School of Business; Board Member, The Poynter Center for the Study of Ethics and American Institutions; 2011-12 Supreme Court Fellow, Supreme Court of the United States. The author would like to thank Eugene Soltes, Miriam Baer, Hui Chen, Ricardo Pellefone, Stephen Park, Jennifer Pacella, Benjamin van Rooj, and Coleen Baker for helpful feedback on the concepts developed herein. 873