Ethics & Corporate Governance and Ethics & Compliance


Dr. Nathalie Potin


The objective is to present the legal and ethical dilemmas that business face in an international business environment.
Students will gain an understanding of international Ethics & Corporate Governance and Ethics & Compliance. Particular focus will be given to issues relating to Illegal trade and Corruption.


In today’s world, engaging in any form of economic activity is rarely a purely domestic matter. The most basic commercial transactions will include cross-borders transactions. Companies will trade across a wide spectrum of transnational boundaries. The markets are truly globalised.

Doing business in an international context entails risks.

Along with the risks, corporations do face legal and ethical dilemmas.

This course will provide students with the do’s and the don’t when negotiating international business arrangements keeping in mind the legal and ethical dilemmas for companies doing business in an international environment.

Particular focus is given to Ethics & Corporate Governance, Ethics & Compliance as well as Illegal trade and Corruption.

This course uses both theoretical applications and a case study approach.

• Part 1 : Ethics and Corporate Governance

This part will be dedicated to Corporate Governance in an international context. We shall look at what corporate governance entails.
Focus will be given to directors & board structure, directors’ performance & remuneration, risk management and shareholders’ participation.

• Part 2 : Ethics and Compliance

This part will focus on Ethics & Compliance. We will consider the sensitive issues of bribery and corruption. We will consider international conventions dealing with these issues. Focus will be given to the practices of multinationals and small & medium size companies.

• Part 3 : Ethics and Illegal trade & Corruption

The part will be dedicated to illegal trade, counterfeit goods, corruption, their reality, their growth and their impact. To conclude this part, we will consider disputes arising out of these issues.


Christine A. Mallin, Corporate Governance, 4th edition, Oxford University Press, 2013
Jan Ramberg, International Commercial Transactions, 4th edition, 2011, ICC, Publication No. 711E
ICC Ethics and Compliance Training Handbook, ICC Publication No. 741E, 2015
ICC Guide to Export/Import – Global Standards for International Trade, 4th edition, 2012, ICC Publication No. 686E
Christine A. Mallin, Corporate Governance, 2nd edition, Oxford University Press, 2007
Donaldson & Davis, Stewardship Theory or Agency Theory: CEO Governance and Shareholder Returns, Australian Journal of Management, 16, 1, June 1991 at 50
The EU Action Plan on European Company Law and Corporate Governance, 12th December 2012, Memo/12/972
Convention combating Bribery of Officials Public Officials in International Business Transactions adopted by OECD Countries in 1997
Convention against Corruption adopted by the United Nations in 2003.
Convention combating Bribery of Officials Public Officials in International Business Transactions © OECD 2011
Progress Report 2014: Assessing Enforcement of the OECD Convention on Combating Foreign Bribery © 2014 Transparency International.
Directive 2014/24/EU on public procurement of 26 February 2014
Klaus Moosmayer, Compliance, Praxisleifden für Unternehmen, C.H Beck Verlad 2 edition 2012

Contrôles des connaissances

The course grade will be based on a students’ participation (50%) during the summer school and a written assignment (50%) based on case studies and the knowledge displayed in that written assessment.