Of Apples and Oranges

It is amazing how many people think that Business Ethics (BE) and Corporate Governance (CG) are one and the same. I mean professionals in industry, academicians, etc. They tell you that they follow the latest CG norms, and hence are ethical. Comparing apples and oranges is slightly better, both are fruits, both are sweet and good sources of vitamin C!
There are three major differences between CG and BE. The former largely involves complying with what is legislated, while BE is largely about following what is not legislated (enforcing the unenforceable). Take a simple case in point. When a business in trouble restructures, it could legally retrench surplus headcount by giving notice and paying compensation as provided in the employment contract. Business ethics is about looking beyond this - counselling the employees, actively helping them get outplaced, helping them get re-skilled, etc. Few companies do this - who would repair a car before selling it?
Second, CG is meant mainly to meet the transparency criteria for publicly listed companies. Imagine a 5-bedroom villa. CG is its living room, where a large number of guests are entertained. The room is nicely carpeted, cracks in the wall covered by replicas of vintage artists and the door handles polished once a month. BE is like the last three bedrooms. How often have you strayed into a host's house beyond the living room, to be told "sorry, we are just back from a trip, so its all in a mess", when you can see that the mess is several trips old. A private firm or a PE managed firm is like a villa without a living room, they get very few guests and manage with a couple of sofas in the foyer!
The third difference is of recent origin, and very stark. CG is about keeping your top management out of court, and most importantly out of jail. BE is about keeping your business in business over the long run. Now that is a difference that very few people should have difficulty in appreciating.
So much for now.