1. Top 6 overall global chalenges facing organizations

• Government Regulations and politics• Access to Credit / Capital• Corporate Governance and ethics• Accessing and developing competitive labor• Developing innovative ideas and products• Managing in ethical and socially responsible ways Government regulations are top among the list of factors affecting organizations. This is more evident in the recent health care law ‘the Affordable Healthcare Act”. Uncertainty still lingers over what path health care will take in future. http://www.memphis.edu/mlche/pdfs/other_studies/impactsofhealthreformintennesseejanuary2012.pdf. Corporate governing and ethical practices at olympus led to the scandal has almost ruined the organization. http://www.economist.com/blogs/schumpeter/2011/12/olympus-scandal-1. "Google are faced with the enormous challenge of ballancing users privacy and assisting police with security. Google also faces cersorship of its content in many countries. http://www.usnews.com/opinion/articles/2012/06/18/should-google-comply-with-government-censorship-requests. Google a lower corporate governance rating than any company in the Standard & Poor's 500 index.

Read more: http://www.sfgate.com/business/networth/article/Google-s-weak-governance-rating-

2. Top 3 Governance & Ethics Challenges facing organizations today

• Corporate social responsibility (CSR): Organizations are continually required to contribute to the

communities in which they operate. This helps build good will and improve the brands good will and intangible asset.

• Corporate sustainability reportingStrategies to sustainability should continually evolve in response to

business environmental changes and regulations. Organizations are faced with continuously communicating this to their

stakeholders• Enhanced business reporting (EBR)

Investors’ confidence is enhanced by the quality and truthfulness of an organization reporting. Organizations increasingly need to report the true status of the organization, irrespective of how it

reflects on the management

3. Top 3 Governance Issues and/or Ethical Problems with which you, personally, had to resolve or reconcile

medications and supplies. I also started performance review of also the staff under me and based some of it on patient satisfaction surveys. This greatly improved the quality of care in the clinic• Corruption: Corruption is one of the leading problems facing developing countries. While work for a government agency in Nigeria I was faced with a dilemma where one of me directors wanted to embezzle the budget allocation for the hospital I work. I was new in the position and was egger to change things at the hospital. Upon receiving the monthly allocation, I received a call from one of my director asking me to pay in certain amount into his account. I told politely declined and reported it to my immediate superior. To the best of my knowledge, he did nothing about it; instead I was transferred out of the headquarters. • Meeting industry standard and reporting errors:As a doctor I am required to meet certain continuous medical education hours in order to renew my license. The organization that I worked for in Nigeria had clinics only. Since it had no hospitals they did not require their medical staff to comply with this requirement. Upon resumption at the organization I wrote a memo to the management requesting that the organization ensure that all their health workers meet that national standard of training. The management accepted the proposal and sponsored my training in Tropical Medicine in London that year. I also instituted mandatory reporting of medical errors and reviews in the health unit of my organization• AccountabilityPrior to my taking charge of the health unit of my organization in Nigeria, there were little or no accountability in place. Medications and medical supplies flew of the shelves without definite accountability. The quality of care delivered by the health workers were also not reviewed or supervised. I developed a log system that kept track of all medications and supplies. I also started performance review of also the staff under me and based some of it on patient satisfaction surveys. This greatly improved the quality of care in the clinic

4. 3 Ways in which you improve the Governance and/or Ethical performance of the organizations of which you are a part:

• Improving the quality of data and reporting generated by the organization: Data is the only source of information that is used to measure both performance and quality. Therefore, it is absolutely important to ensure that data gathered are accurate and reflect the true nature of events and activities taking place in the organization. The processes of data generation and storage should be clearly spelt out. Data interpretation should be geared towards throwing up red flags when corporate governance and ethical rules are breeched.• Training in Corporate Governance and ethics: Ethic training should be a continuous process. All executives, managers and employees should constantly train and retrain in ethics and organizational culture• Full enforcement of corporate governance and ethic laws:People should be encouraged to report ethical breeches and those who are found guilty of such should be punished to the full extent of the law as a deterrent to others. Also whistle blower protection should be instituted to protect those who report ethical breeches

5. How are you personally affected by the Four Levels of Ethical Responsibility?

• Law/Regulatory: As a doctor, the law requires that I practice my profession with a license. As such I have to meet all the requirements for the license and practice within the confines of my knowledge and ability.• Standards of Professions/Practices:The oath of my profession requires that first, I do no harm to my patients, second that I act in the best interest of my patient and third that I treat my patients fairly (Justice). All these are core ethical values contained in the Hippocratic Oath to which I am bound. To achieve all these I have to maintain my knowledge of medicine and refer patients that I cannot help.• Institutional/Organizational Codes of Conduct:Each organization I worked for have their own requirements. Part of it includes dressing appropriately; using the organizations resources, including time appropriately. All internet use at work should be only for my job purposes. I also have to meet also reporting requirement and respond to emails on time. Punctuality to work is also important.• Individual or Personal Behavior/Ethics:My personal ethic stems from my belief as a Christian. As such I do not perform abortions, although I have been trained to do so. I also have to follow all the ethical demands above

Methodist Lebonhuer Healthcare

Chapter 1

• Quality of care: Safety and care standardization• Growth challenges: Gaining Market share • Principal – agency problems: Satisfying stakeholders• Government regulations

• Maintaining quality and industry standard of safety:Methodist continues to strive to meet quality standards of the industry. They have done this by adopting patient center care approach. http://www.tnpatientsafety.com/CallMeetingResources/TheJourneytoPatientFamilyCenteredCare/tabid/182/Default.aspxMeeting government requirements on meaningful use of electronic medical records will go along way to improve quality and safety of patients (Americal Medical Journal of Ethics) http://virtualmentor.ama-assn.org/2011/03/pfor1-1103.html• Aligning shareholders and stakeholders needs:Methodist health care faces the continuous need to align the needs of its founding organization (United Methodist Church) with the stakeholders (patients, the community, its suppliers, government, employees). As a non-profit organization it must add value to the community it serves and must not discriminate. Methodist has so far struck a balance in achieving this. This has helped them cope and manage principal-agency problems. (SciVerse: Health Policy) http://www.sciencedirect.com/science/article/pii/S0168851097000122http://archives.umc.org/interior.asp?ptid=2&mid=3673

Chapter 2 • Corporate governance reporting : Methodist Le Bonheur Health care captures its Corporate governance report in its yearly annual report http://www.methodisthealth.org/meth/flash/emag/2011annual/#/22/However, this report fails to clearly state to the operations of the board, its committee and its chatter.Methodist healthcare needs to provide more information on the roles and functions of its board members.• Government regulation: The new the circumstances surrounding the adoption and implementation of the Affordable Care Act left an air of uncertainty on which path the healthcare industry was headed. This uncertainty is likely to continue until the presidential election is over. http://blog.syracuse.com/opinion/2012/09/whats_aheaduncertainty_is_unse.htmlThis also means that corporate governance requirement component of the act is still uncertain. Methodist should continue following industry best practices to achieve good governance.

Chapter 3 • Transparency in the community needs assesment process: Nonprofit health organizations exist to provide benefits to the community and therefore set their margins as low as possible while still sufficient to continue serving. Intermountain sets its rates to break even over the long run; generally the budgeted margin is about 3 percent. All money collected by nonprofit health organizations is returned to the community in the form of improved facilities, better services, and lower patient charges. Methodist healthcare continues to expand its services via acquisition and building of new centers. The process of selection of priorities and community needs assessment is clearing not made public and as such is not transparent. All corporate governance processes should be disclosed to all stakeholders and shareholders. http://intermountainhealthcare.org/hospitals/dixie/Documents/Non%20Profit%20Trifold_final.pdf http://www.methodisthealth.org/meth/flash/emag/2011annual/#/22/ • Ethical Culture:Methodist Health onboarding process involves detailed ethical expectation from their associates. The associates are required to undergo ethical training regularly. Both Methodist organizational culture and ethic are contained in the required reading ‘The power of one’. http://www.lebonheur.org/static/files/1306854868517/NewHire_OrientationBooklet4-11.pdf. This preaches accountability at all levels. Methodist should continue to fine tune this process to reflect changes and best practices in corporate governance

Chapter 4

Chapter 5

• Methodist Board of directors: The board is made up 30 members representing the management, the United Methodist Church, Physicians and member of the community. The relationship between board members and the management is not clearly stated. Also the selection criteria and tenor of the board members cannot be found on their website and annual report http://www.methodisthealth.org/meth/flash/emag/2011annual/#/22/• Board functions: Functions of the board of directors and their chatter are conspicuously absent on the organization’s website. http://www.methodisthealth.org/meth/flash/emag/2011annual/#/22/.The board functions and roles should clearly be spelt out on the company’s website

• No board committees List: Methodist Healthcare have no list of board committees and their chatter on their website or their annual report. Methodist should establish or list the standing and temporal committees that advice its board• No Board Committee Member list: There is also no list of committee members. The list of the members of the committe should be made available to the public in order to ensure accountability and transparency

Olympus• Conflict of Interest• ‘Yes’ Culture• Internal vs. External Consultants/Advisors• Whistleblowing

• Conflict of Interest: Many of the individuals involved in the scandal held both a management and board position. A conflict of interest can occur when this happens because the interest/investment of a manager can conflict with the interest of the company. http://www.reuters.com/article/2011/10/27/us-olympus-yokoo-idUSTRE79Q22P20111027 • Principal-agency problems: The board and management failed to represent the principals’ interest by delving into unwholesome practices. This ultimately led to the loss in the value of the principal’s shares. http://online.wsj.com/article/SB10001424052970204346104576635841259614486.html

• Skewed corporate governance goals: The goal of corporate governance in the U.S. and U.K. corporate governance is to ensure that firms maximize the wealth of shareholders. In Japan and some other countries, firms are concerned with a broader group of stakeholders, including employees, suppliers, customers and others as well as shareholders. http://finance.wharton.upenn.edu/~allenf/download/Vita/Japan-Corporate-Governance.pdfJapanese (Olympus) rely on the insider type corporate governance which is characterized by which is based on long term relationship and mutual reliance; unlike the outsider corporate governance system which is based on laws, contracts and self responsibility. http://www.esri.go.jp/jp/prj-rc/macro/macro14/05mri1_t.pdf• Weak Corporate governance laws: The Olympus scandal happened as a result of weak and poorly enforced corporate governance law by the Japanese. Strict enforceable corporate governance laws similar to SOX should be enacted in JapanReform in Japanese Corporate Law and Corporate Governance: Current Changes in Historical Perspective Zenichi ShishidoThe American Journal of Comparative LawVol. 49, No. 4, [Law in Japan] (Autumn, 2001), pp. 653-677Published by: American Society of Comparative LawArticle Stable URL: http://www.jstor.org/stable/841053

• Business culture: The scandal at Olympus is a good example of how a profitable organization can loose its reputation by poor corporate governance. A system that rewards ‘yes men’ and punishes reflects the governance in the region. One of the ethical issues faced is dealing with culture as an opportunity/obstacle. In this case the boardroom culture rewarded ‘yes men’ and removed dissenters (Michael Woodford). https://portfolio.du.edu/portfolio/getportfoliofile?uid=202806. The Japanese corporate organizations including olympus should rethink their business culture and embrace good corporate governance in order to restore confidence in their businesses. Out right corruption: The Olympus executives deliberated ignored the shareholder, stakeholder and integrated aspect of their jobs. They resorted to covering up their actions. The Ex CEO recently admitted to committing fraud. http://www.reuters.com/article/2012/09/25/us-olympus-trial-idUSBRE88O01920120925There were reports of Japanese organized crime being involved in the scandal. http://www.webcitation.org/63NLT7bS6The new Olympus management needs inculcate all seven corporate governance functions – Oversight, managerial compliance, internal audit, legal and financial advisory external audit and monitoring – functions in all their business processes in order to rebuild their reputation and remain sustainable.

• Insider vs Outsider: Many Japanese boardrooms are stacked to the gills with insiders — former employee directors and statutory auditors who may be more inclined to trust their subordinates and look the other way, or who have simply become corrupted by a warped "insider logic" that results in corporate decisions that are incomprehensible to outsiders. This tendency can sometimes manifest itself in a course of systematic lying to outside shareholders through falsified accounts or other deliberate http://www.japantimes.co.jp/text/fl20111213zg.html • Board of Directors – Penalties for poor performance: Failure of board members to exercise its oversight function on management contributed to the scandal at Olympus. This ultimately resulted in the sacking of all the board members. Some of them are facing investigation and possible criminal charges. http://www.nwprogressive.org/weblog/2012/02/olympus-entire-board-of-directors-resigning-to-make-way-for-new-leadership.html.Board members should take their role seriously and contribute maximally towards representing the interests of the shareholders.

• Olympus has the following board committees: Nominating Committee; Compensation Committee; Compliance committee and Audit committee. The independence, qualification and suitability of the committee members are not known. Example at least one of the members of the audit committee should be knowledgeable in finance and be designated as the financial expert.• Role of the audit committee: The extent to which they functioned and are culpable in the scandal is not known. However, the audit committee must be deeply involved in the cover up that followed. SOX model on hiring external auditors and establishing their roles should be emulated. http://www.olympus-global.com/en/corc/ir/annualreport/2012/pdf/05.pdf

Google• Censorship• Privacy• Copyright infringement• Models of conduct

• Free enterprise: Google operates as a free enterprise with in the US and most countries. However, it has faced marked censorship in many countries especially china. Its decision to agree with the Chinese government to censor some of its content has come under heavy criticism by industry watchers and stakeholders. http://smallbusiness.chron.com/ethical-issues-among-stakeholders-google-30716.htmlThe decision to agree to censorship was largely to stave off competition from Chinese search engine competitor Baidu. Google has recently retreated from this position. http://www.dailyfinance.com/2012/09/24/googles-loss-is-baidus-gain-again/• Justice and equity issues: Google faces a huge corporate governance problem based on their share. ownership structure. Of particular concern was the initial public offering (IPO), which gave company founders and their associates a different class of shares, with unequal voting rights.The company's super-voting-rights structure gives insiders 10 votes per share compared to one vote per share for participants in the IPO.http://www.rankforsales.com/n-az/733-seo-aug-25-04.html

• Privacy Issues: Google faces tremendous challenge of protecting the privacy of people using its cloud. They are bound to abide by Sarbanes Oxley Act and must make sure that information is not disclosed to the wrong hands. They are also required to disclose how they will protect the information. http://www.cloudlock.com/solutions/compliance-and-regulation/google-docs-sarbanes-oxley-sox-compliance/

• Governance structure: Google's governance structure put outside investors at a severe disadvantage to insiders. "For now, shareholders must put all of their trust in an unproven senior management team and a board dominated by early-stage financial backers, who may have short-term interests that don't match those of other shareholders," http://news.cnet.com/Google-gets-low-marks-for-governance/2100-1030_3-5321813.html

• Business ethics and censorship: Google decision to withdraw censorship at their China operations was seen by many as a step in the right direction. http://business-ethics.com/2010/03/23/0807-google-halts-censorship-on-chinese-search/. However, recent decision by Google owned Youtube to censor the ‘Mohammed video’ has resurrected the ethical question of censorship of content. http://www.cnn.com/2012/09/14/opinion/york-libya-youtube/index.html

• Maintaining Ethical behavior: Google’s ‘Do no evil’ code of conduct is a bold statement on how the organization wishes to direct its ethical behavior. However some quarters are suggesting that Google get rid of this mantra because it has overgrown it and will always run amok of it. http://www.forbes.com/sites/sap/2011/09/02/google-needs-to-drop-its-do-no-evil-thing/. Google should retain this ethical lighthouse as a guide to what is good. It should continue to strive to desist from operating in the gray areas of business. This will ultimately favor their bottom line. http://www.nytimes.com/2012/09/22/your-money/doing-the-right-thing-whatever-that-is-shortcuts.html?pagewanted=all&_r=0

• Google has an impressive board of directors: comprising of the two co-founders, the CEO and six other corporate heavy weights. The make up and profile of the board members are clearly laid out on Google’s website. http://investor.google.com/corporate/board-of-directors.html. However, the relationship between these board members is not clearly spelt out. This should be done to avoid the notion that occurs where CEOs serve in each other’s boards and protect each other’s interest instead of the shareholder’s interest.• Limited number of board of directors: The number of board members at Google appears to be limited compared with the size of the organization. Google should expand their existing number of their directors to reflect the growth and diversification of the organization

• Board Committees: 27% of the board arAudit committee (3 members)Leadership Development and Compensation Committee (2 members)Nominating and Corporate Governance Committee (2 members)Executive Committee (3 members)Acquisition Committee (4 members)http://investor.google.com/corporate/board-committees.html • Good example of an audit committee: Google audit committee chatter is a perfect example of a good corporate governance structure. It lists the functions, qualifications, requirement and reporting responsibility of the audit committee and is in full compliance with SOX. http://investor.google.com/corporate/board-committees-audit.html