Goldman Sachs: Code of Ethics Post-2008

By: Aidan Balnaves James

A company’s Code of Ethics is a form of best practice that allows the organization to embed values and behaviors in company culture. To be successful, the firm must undertake specific procedures, including training and professional development, managerial leadership and certification and enforcement practices. This article examines Goldman Sachs’ Code of Business Conduct and Ethics in light of public and regulatory scrutiny following the Global Financial Crisis (GFC) as well as reforms and revisions administered by the firm. It describes how Goldman implements and enforces its Code. The article explores policies relating to conflicts of interest, disclosure, confidentiality, fair and ethical competition, equal employment opportunities and political engagement.

Goldman Sachs: A Reputation Shattered

Goldman Sachs Group Incorporated, hereon referred to as Goldman Sachs, is a multinational “investment banking, securities and investment management firm”, operating in more than 30 nation-states (Goldman Sachs n.d.b.; Reuters n.d.). For 2013, Goldman Sachs’ net revenues equalled US$34,206 million, net earnings equalled US$8,040 million, total assets equalled US$911,507 million, and the number of employees was 32,900 (Goldman Sachs 2013b, p. 30). Prior to the Global Financial Crisis (GFC), Goldman Sachs’ corporate image reflected its reputation for serving its clients with determined fidelity (Mogielnicki 2011, p. 593). However, the conduct of Goldman Sachs with regards to Collateralised Debt Obligations (CDOs) and Mortgage Backed Securities (MBSs), exibited in the ABACUS scheme and resulting lawsuit has inherently damaged that reputation. The bank is instead associated with misrepresentation and the violation of ethical standards (Santoro and Strauss 2013 pp. 117, 120-125, 145). The Abacus 2007-ACI deal was designed with Paulson and Co. Incorporated, whose economic concerns were antithetical to those of Goldman Sachs’ clients. Allegedly, Goldman Sachs did not communicate to clients that Paulson and Co. expected the chosen mortgage backed securities to undergo a negative credit event and default (Santoro and Strauss 2013, p. 594). More broadly, while Goldman Sachs was originating and selling CDOs derived from residential mortgage payments, it was simultaneously unburdening itself of similar packages (Santoro and Strauss 2013 p. 117).

Applying an Ethical Code of Conduct

Corporations may employ formal and informal processes when applying ethical codes and business standards throughout an organization (Adam and Rachman-Moore 2004, p. 225). Formal processes encompass application of a corporate code of ethics, values and conduct, corporate training and development programs, and internal examination and evaluation of the current ethical values and practices of the firm and individual employees (Murphy 1988, p. 908). Training and development programs in ethical practice may be effective, provided certain informal social factors exist conducive to free discussion and reporting of ethical issues (Harrington 1991, p. 28). Informal processes include management leadership in ethical practice, integration of desired values into social and cultural norms and associated discursive communication channels embedded in an organization (Murphy 1988, pp. 908, 910; Adam and Rachman-Moore 2004, p. 227; Schnebel and Bienert 2004, p. 207).

Successful application of ethical practice requires utilization of both formal and informal methods. Disclosure of an organizational code of ethics does not guarantee such behavior occurs in the corporation, especially if the intent of such a code may be simply to improve the corporate public image (Adam and Rachman-Moore 2004, p. 226).

Despite implemented codes of ethics and training and professional development, moral behavior is not guaranteed, as in the case of Enron (Adam and Rachman-Moore 2004, p. 226).

Goldman Sachs’ Code of Business Conduct and Ethics

An institutional code of ethics mandates required and expected behavior from members, with the aim of presenting and further embedding the institution’s central goals, values and ethics into the organizational culture. Goldman Sachs follows and articulates such form and content in its Code of Business Conduct and Ethics (Goldman Sachs n.d.a.), describing the intentions, ethical expectations and values required firm wide. The code incorporates subjects including conflicts of interest, competitive practices, confidentiality and disclosure of corporate and client information, recruitment and employment practices, political engagements and the implementation and enforcement of the code (Goldman Sachs n.d.a.).

Conflicts of Interest

Goldman Sachs’ changes to policies on conflicts of interest and reinforcement of fair and ethical competition policies must be examined in the context of unfavorable public scrutiny following the GFC, and subsequent lawsuit. Section III of the Report of the Business Standards Committee states, “Conflicts of interest and the firm’s approach to dealing with them are fundamental to our client relationships, our reputation and our long-term success” (Goldman Sachs 2011, p. 16). This may be decoded as tacit acknowledgement of unethical behavior with regards to its dealings with CDOs prior to and during the GFC, which generated conflicts of interest (Santoro and Strauss 2013, p. 123). Two central stated objectives of the Business Standards Committee were “Strengthening Client Relationships” (Goldman Sachs 2011, p. 4), and “Enhancing Transparency of Communication and Disclosure” (Goldman Sachs 2011, p. 6). Negative perceptions of Goldman Sachs’ failure to disclose to clients the role of Paulson and Co. in the ABACUS case, and its conduct concerning the provision of information in the origination and sale of CDOs compelled the bank to make revisions in its conflict of interest policies related to disclosure and client communication (Dorn 2011, pp. 166-167; Santoro and Strauss 2013 p. 117).

A conflict of interest occurs in a particular situation where an agent possessing two sets of concerns, primary and secondary, gives inordinate consideration to the secondary when making decisions concerning primary (Thompson 1993, p. 573). Goldman Sachs explicitly proscribes unsanctioned conflicts of interest in its Code of Business Conduct and Ethics, and requires employees to place corporate interests as primary and prior to personal interests (Goldman Sachs n.d.a, pp. 4-5). Furthermore the code stipulates that perceived actual or potential conflicts of interests should be directed to an ‘ethics contact’, such as an employee supervisor (Goldman Sachs n.d.a., pp. 4-5). Section III of the Report of the Business Standards Committee provides eight recommendations in addressing conflicts of interest (Goldman Sachs 2011 pp. 16-25). These cover factors such as information barriers, correspondence with clients, and policies and practices regarding transactions in which Goldman Sachs acts in different capacities simultaneously (Goldman Sachs 2011 p. 8).

Confidentiality

The Code requires the maintenance and security of confidential information, unless sanctioned by the relevant parties or required by law (Goldman Sachs n.d.a., p. 5). Goldman Sachs defines confidential information as including, but not limited to: “any non-public information concerning the firm…and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed”. Reform has been extended to information barriers and wall crossing. Information barriers are material and/or immaterial structures, implemented from policies and practices which firms apply to ensure material non-public information is not inappropriately employed (SEC 2012, pp. 4-5). In 2010 Goldman Sachs enhanced the firm’s information barrier policies. Movement of personnel from the corporation’s Securities Division to the Investment Banking Division, which may involve confidential information, requires consent of a supervising participating managing director or senior extended managing director from the Investment Banking Division and Securities Division (Goldman Sachs 2011, p. 19). Extensive movements require more senior assent, and the firm has expanded its monitoring procedures of such information barriers (Goldman Sachs 2011, pp. 19-20; Goldman Sachs 2013a, p. 23).

In September 2014, Goldman Sachs applied revised policies on employee personal trading and investment. Investment bankers and specific employees, such as those in possession of certain confidential information, are forbidden from trading individual stocks, debt securities, and investments in particular hedge funds with regards to their personal accounts (Baer 2014; Moore 2014). The combination of information barriers and prohibition of such trading are physical, technological and regulatory protections against exploitation of confidential information and violation of fiduciary duties for personal advancement where a potential or actual conflict of interest may occur.

Disclosure

Goldman Sachs’ Code requires public communications and filings to be “fair, accurate, timely and understandable”, adhering to all required legislative and regulatory standards (Goldman Sachs n.d.a., p. 6). Policies are designed to enhance disclosure and improve client communication practices, ameliorating and redressing conflicts that may occur. The firm employs ‘plain language’ when addressing investment advisory clients in engagement letters providing information on firm structure and business practices (Goldman Sachs 2013a, p. 16). The Business Standards Committee recommended application of a role-specific client responsibilities matrix delineating in abstract the responsibilities owed to clients across the different functions of the firm. These include advisor, fiduciary, market participant or underwriter/structurer (Goldman Sachs 2011, pp. 12-13). The corporation has also applied a transaction class matrix,which designates transactions that are sanctioned and suited to individual clients (Goldman Sachs 2013a, p. 10).

Fair Competition

The Australian Competition and Consumer Commission (ACCC) outlines unfair business practices as including: “misleading or deceptive conduct, false or misleading representations, unconscionable conduct”, as well as proper standards regarding country of origin declarations and information (ACCC 2010, p. 5). Goldman Sachs directs for fair and ethical behavior with regard to clients, service providers, suppliers, competitors and employees of the corporation (Goldman Sachs n.d.a., p. 5). Unfair business practices as outlined above constitute infractions of the Code of Business Conduct and Ethics (Goldman Sachs n.d.a., p. 5). The firm’s thirteenth business principle prohibits the defamation of competitors (Goldman Sachs n.d.g.).

Equal Employment Opportunities

Goldman Sachs’ Code of Business Conduct and Ethics mandates human resources policy be derived from meritocratic principles (Goldman Sachs n.d.a., p. 6). Personnel decisions should be made based on merit, particularly ability, dedication and achievement, as opposed to those based on considerations such as gender or race (Scott and Marshall 2009, 2014). The corporation operates a policy of equal employment opportunity according to such principles, appreciating the indispensability of diversity across business structure and functions (Goldman Sachs n.d.a., p. 6). Goldman Sachs’ seventh business principle states: “For us to be successful, our men and women must reflect the diversity of the communities and cultures in which we operate” (Goldman Sachs 2013a, p. ii). Infringement of such policy can result in disciplinary measures, such as termination (Goldman Sachs n.d.d., p. 1).

Goldman Sachs operates a number of programs to support workplace diversity. In Asia these include Working Parent Forums, an Asia Disability Interest Forum, Firm-wide Women’s Networks and Lesbian, Gay, Bisexual and Transgender Networks (Goldman Sachs n.d.e.). The firm’s 2013 Annual Report states the corporation was designated a ‘best place to work’ by the Human Rights Campaign Foundation, a LGBT advocacy organization (Goldman Sachs 2013a, p. 28). Working Mother named Goldman Sach as one of the 100 Best Companies and a Best Company for Multicultural Women in 2014. Additionally, The Times listed the bank in the Top 50 Employers for Women in 2014 (Goldman Sachs 2014a). Goldman Sachs was among a group of Australian companies or Australian subsidiaries such as Qantas, Telstra and Deloitte committed to introducing the issue of gender balance in supplier codes of conduct to enhance female workforce participation and leadership (WGEA n.d.).

In relation to gender equality, as of August 2013 in the US, 21.1 percent of the firm’s executives and senior officials and 36 percent of the wider workforce were women (Goldman Sachs 2014b, p. 6). This is above ‘female executive/senior level officials and managers’ at 18.2 percent for U.S. corporations operating “securities, commodity contracts and other financial investment and related activities” in 2013 (Catalyst 2014). Goldman Sachs’ statistics are also higher than the 16.1 percent of women composing at the same level in companies operating “investment banking and securities dealing” activities for 2013 (Catalyst 2014). The organization’s total proportion of female employees in the US is lower than “securities, commodity contracts and other financial investment and related activities” companies, and slightly higher than “investment banking and securities dealing” companies, at 40 percent and 35.4 percent respectively for 2013 (Catalyst 2014). Currently Goldman Sachs has only two female directors, below the average of 16 percent of female board directors in Fortune 500 Companies in 2012 and 2013, and 19.2 percent for US Stock Index Companies in 2014 (Goldman Sachs n.d.f.; White 2014; Catalyst 2015). Some may view Goldman Sachs as progressing, in compliance with its established policies, and also requires continued and enhanced dedication, implementation, and enforcement of equal opportunity polices to achieve gender equality.

Political Contributions and Activities

US federal law does not allow corporate expenditure on federal candidates and national party committees (Goldman Sachs 2015, p. 1). In addition to all legislation and regulation applicable in each of the jurisdictions in which the corporation operates, Goldman Sachs further demarcates acceptable political engagement in its policy. The Corporate Code of Business Conduct and Ethics bans employees from undertaking political actions when the intention is to materially or immaterially affect the firm in the maintenance or acquisition of business (Goldman Sachs n.d.a., p. 6).

Goldman Sachs and its employees are nevertheless embedded in the political sphere. In the US, staff may elect to give to bipartisan donations through the corporate political action committee (Goldman Sachs 2015, p. 1). The Office of Government Affairs, and Compliance and Legal Departments Donations assesses political donations, which are expected to be congruent with the company’s public policy goals (Goldman Sachs 2015, p. 1). In 2008 employees of Goldman Sachs raised US$6 million in contributions, 75 percent of which was received by the Democrats (Rappaport and Mullins 2012). Goldman Sachs establishes connections at high levels of government through the movement of employees, executives and board members between bank and government. Two former Treasury Secretaries, Robert Rubin and Henry Paulson, were previously Co-Chairman of Goldman Sachs and Chief Executive Officer of Goldman Sachs respectively (Rappaport and Mullins 2012; Bazin 2014, p. 104). Goldman Sachs exerts influence lobbying, on which it spent US$3,460,000 in 2014 (CRP 2015). Goldman Sachs is also a member of employer, trade and industry associations, including the Securities Industry Financial Markets Association, the Council of Institutional Investors and the American Bankers Association (Goldman Sachs 2015, p. 2).

Training and Professional Development

Corporations use training to instill ethical conduct (Fitzgerald 1992, p. 81; Adam and Rachman-Moore 2004, pp. 225-226). Since the GFC and in the course of the work of the Business Standards Committee, Goldman Sachs has conducted approximately 100,000 hours of training and development firm wide (Goldman Sachs 2013a, p. 3). Particularly relevant to the Code of Business Conduct and Ethics (Goldman Sachs n.d.a.) are the following:

• 8,000 employees have undergone training regarding Goldman Sachs’ revised policies on conflicts of interest (Goldman Sachs 2013a, p. 12)
• 6,000 staff involved in direct client communication and consultation have received training regarding the various responsibilities for different clients and the necessity for clear communication (Goldman Sachs 2013a, p. 8)
• 42,000 hours have been directed to the Chairman’s Forum Program for partners, managing directors and vice-presidents. The program reinforced the firm’s values to senior leaders, involving a case study analysis and discussion, focusing on “personal accountability, client service and reputational risk management” (Goldman Sachs 2013a, pp. 18, 19).
• Firm wide training regarding the revised Code of Business Conduct and Ethics (Goldman Sachs 2013a, p. 20).

Enforcing the Code

Goldman Sachs requires employees to declare conformity to the principles of the Code of Ethics and active employment of such principles (Goldman Sachs n.d.a., p. 6). Potential or actual contraventions of the Code must be disclosed to the organization’s General Counsel (Goldman Sachs n.d.a., p. 6). To encourage compliance, the company has a doctrine of non-retaliation for honest and genuine communications to appropriate authorities of potential or actual infringements of the code (Goldman Sachs n.d.a., p. 4). Appropriate authorities include supervisors, staff from the Legal Department or the Global Compliance Division (Goldman Sachs n.d.a., p. 4).

The Code is also explicitly and implicitly enforced through performance review and compensation practices. As of 2011, annual performance reviews assess employees on criteria including safeguarding of corporate reputation, risk management, upholding of the Code of Business Conduct and Ethics and client interactions (Goldman Sachs 2013a, pp. 4, 20; Goldman Sachs 2013b, p. 79). The firm’s compensation is structured to reinforce corporate culture, encourage compliance, long-term focus and avert intemperate risk-taking (Goldman Sachs n.d.c., pp. 1-3). Individual profit and loss statements are not the sole consideration in performance review processes. Responses are sought from superiors, subordinates and peers (Goldman Sachs n.d.c., pp. 1, 2). Goldman compares the revenues earned by individuals against their transaction and risk history along with considerations about the caliber and stability of transactions (Goldman Sachs n.d.c., p. 2). Non-revenue producers decide the compensation of risk-managers (Goldman Sachs n.d.c., p. 3). In case of damage to reputation and/or legal consequences, claw-back clauses for equity awards are advised in the event of misconduct (Goldman Sachs n.d.c., p. 2). Corporate compensation principles discourage employment contracts incorporating multiple year guarantees (Goldman Sachs n.d.c., p. 1). Compensation processes are guided by principles of teamwork and aversion to unnecessary risk-taking. Thus, compensation attempts to direct employee actions in accordance with ethical practice.

Employees are also assessed on the quality of maintenance of “trust, transparency and long-term orientation” in their interactions with and work related to clients (Goldman Sachs 2013a, p. 20). Division-specific measures implemented include the requirement that Investment Banking Division senior bankers develop client relationship summaries which are subsequently evaluated in compensation awards (Goldman Sachs 2013a, p. 20). These compensation and performance evaluation procedures attempt to ground client orientation throughout the organization towards fiduciary duties and moral expectations.

Conclusion

Goldman Sachs appears to have revised its Code of Ethics and related policies following public, media and regulatory scrutiny resulting from the firm’s activities prior to and during the GFC. According to Goldman Sachs, these policies are implemented and enforced through restructuring, training and professional development, managerial leadership, certification, performance reviews and compensation procedures. We look forward to fewer ethical infringements by the bank and its employees.

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In-text Hyperlinks

Goldman Sachs 2013, Lifecycle Of A Transaction, accessed 24 February 2015, <http://www.goldmansachs.com/s/bsc-2013/index.html#lifecycle-of-a-transaction>