Of the recent trends in corporate governance, the ethical conduct of managers is one of the most challenging tasks facing business enterprises. This research identifies major themes in order to understand reasons for employee misconduct. From eight large size business enterprises, in-depth interviews were conducted among human resource managers who investigated severe unethical conducts in companies which results in employee termination. The findings indicate that the main reason of employee misconduct was identified with personal or financial gain. The main themes of misconduct are identified as social norms, process loopholes, small scale dishonesty and pressure for performance. The qualitative research findings identify emerging patterns of reasons for employee misconduct consistent with agency theory and psychological contract theory.