Ethics ,Normative Ethics, Applied Ethics, Morality, Legality, Business Ethics, Rights, Duties,
Corporate Code of Conduct, Egoism, Altruism, Artha ,Dharma, Kama, Moksha, Ethical Dilemma ,Environmental
Ethics, Corporate Governance, Corporate Social Responsibilities,
Triple Bottom Line, Environmental ethics.
Questions
1) Explain Concept of Ethics? Explain its types.
2) What is Business Ethics ? Explain Scope of Business Ethics.
3) What is Business Ethics ? Explain importance of Business Ethics.
4) Explain concept of Morality & legality
5) Explain concept of Rights & Duties
6) what is Ethical Dilemma? Why it arises? How to solve ethical dilemma?
7) Write note on Egoism V/s Altruism
Q.1.Explain concept of Ethics, Normative ethics, Descriptive ethics , Applied ethics Ethics
The word "ethics" has been derived from the Greek word "ethos" which means conduct, customs or character or
accepted behaviour. Ethics according to the Greeks would mean a code of conduct, the manner of customs and the
characterization of a person’s morals. It refers to code of conduct that guides an individual while dealing with others.
It would also mean in a positive way the accepting of responsibilities.
Ethics is a normative science. Ethics deals with what is proper course of action for man. It means, laying down norms
or standards of what is good and what is bad. It specifies what we ought to do and what we ought not to do, in a
certain situation. Ethics means someone's principle which leads to good or bad future in the process of any operation,
personal or professional.
Types of Ethics
Ethics can be broadly divided into three categories, they are as follows:
(a)Normative Ethics
Normative Ethics which is also known as Prescriptive Ethics is concerned with the principles by which we ought to
live. In simple words, a normative theory is specifically meant to provide men with ethical guidance when they carry
on their day to day business. Normative Ethics is the study of principles, rules or theories that guide our actions and
judgment, determines what actually is morally right or wrong. The highest values by which moral judgments are made
are often referred to as norms, principles, ideals and standards. Ex.: ‘It is never alright to lie’. This is the statement that
doesn’t say what people are actually doing. It says what people ought to be doing.
The Golden rule is an example of a normative principle. e.g.
- we should treat others the same way that we want others to treat us. Since I don’t want my colleague to cheat me, it
is unethical on my part to cheat my colleague.
-If I would like to receive help from others in times of trouble, then I should help others when they are in trouble
(b)Descriptive Ethics.
Descriptive Ethics simply involves describing how people actually live and what moral standard they claim to follow.
Descriptive Ethics are not value judgments about what is right and wrong. They are just observation about how people
tend to behave and what ethics they tend to follow. Descriptive Ethics is a process of understanding what people do or
have believed about moral norms. Ex.: ‘Some people believe that it is alright to lie in certain circumstances’. Here
descriptive Ethics don’t judge whether or not it is alright to lie. They just say that some people believe it is alright.
(c)Applied Ethics
It refers to implementing moral values or ethics in the different field of human lives. Applied Ethics identifies morally
correct course of an action in various fields of human lives. Applied Ethics means making of moral judgment about
actions and conditions. Ethics can be applied in various fields like on animals, Business Ethics, Environmental Ethics,
Social Ethics, Bio Ethics, etc. Applied Ethics is certain branch of Ethics which consists of specific, controversial,
moral issues such as animal rights, environmental concerns, abortion and infanticide, homosexuality, capital
punishment and nuclear war.
Q.2.What is BUSINESS ETHICS? Explain Scope of Business Ethics.
- Business ethics means the attitude, culture and manner of doing business by the business community.
- Business ethics refers to a code which businessmen are expected to follow while dealing with others.
- Business ethics are those principles, policies or philosophies that are concerned with moral judgment & good
conduct as they
are applicable to business situation.
- Business Ethics is a branch of ethics which prescribes standards of how the business is to be carried out. It lays
down guidelines for the company’s response and accountability to its various stakeholders. It has to maintain a fine
balance and take care of the interest of the shareholders at one hand and other like the employees, suppliers,
customers, and community at large.
Business Ethics will tell us what RIGHT is and what is JUST in a globalized world. Business ethics means the scale
where you measure the do's or don't for the purpose of the future of business. Business ethics is a form of the art of
applied ethics that examines ethical rules and principles within a commercial context, the various moral or ethical
problems that can arise in a business setting and any special duties or obligations that apply to persons who are
engaged in commerce.
Scope for business ethics
The framework has to be outlined before the business activity starts.
Criminal behavior and legal framework – every business needs to have a code of ethics pertaining to criminal
behavior and legal issues. The employees in a business need to be trained sufficiently regarding legalities of the
business and the consequences their actions would have upon them and the business.
Human values and personal behavior – every business needs to have an ethical framework or policy for human
values and behavior. Employees should be given training on how to interact with different people, be it customer,
suppliers or competitors. They need to be aware of how they are expected to behave with people at different levels
and that inappropriate behavior will have consequences.
Corporate and business ethics – though we are discussing business ethics, this strictly pertains to the corporate
ethics, ethical policies for business and actions that are going to be under check and need to be in compliance with
legal framework and standards.
Morality:
• Morality is derived from the Latin word ‘moralities’ which means manner, character and proper behavior.
• Morality refers to personal or cultural values, codes of conduct that distinguish between right and wrong in the
human society. It refers to what is considered right or wrong by people.
• It is concerned with generally accepted conducts, courtesies and conventions of the society.
• As human behavior is influenced by emotions and sentiments, many organizations have no predetermined
ethics but evaluate good or bad conduct of business on the basis of social customs, traditional beliefs and
expectations of the society.
•
Legality:
• Legality is an act, agreement or contract which strictly adheres to the statutes of a particular jurisdiction.
• It means lawfulness by virtue of conformity to a legal statute.
• Law codifies a nation’s ideals, norms, customs and moral values.
• Even if a nation’s laws are both sensible and morally sound, they may be insufficient to establish moral
standards to guide the people.
• The scope of law is narrow and hence it cannot cover the wide variety of individual and group behavior.
Duties:
• From one’s perspective, duties are what he/she owes to others.
• One’s right establishes one’s duties and one’s duties correspond to the right of others. Thus, rights and duties
are correlative.
• Deontological tradition focuses on duties, which can be thought as establishing the ethical limits of one’s
behavior.
Rights:
• A right is an individual’s entitlement to something.
• They are powerful devices whose main purpose is to enable the individual to choose freely whether to pursue
certain interests or activities and to protect those choices.
• There are legal rights, employee right and human rights.
• A right identifies activities or interests that people must be left free to pursue or not to pursue as they choose
and whose pursuit must not be subordinated to the interest of others except for exceptional reasons.
Q.6.What is Ethical Dilemma? Why it arises? How to solve ethical dilemma?
AN ETHICAL DILEMMA:-
An ethical dilemma is a situation when moral perception and obligations conflict in such a way that any possible
resolution to the conflict is morally intolerable.
eg- consider a young man living with his mother. he is the sole source of happiness to her. he lived in France during
the second world war. the young man is caught in a ethical dilemma as he believes that as a young man he should join
the army and fight the war however as he is the only child he also has to take care of his old mother. this is a ethical
dilemma- to join the war or not?
Altruism
• Altruism are primarily concerned with other people. It means sacrificing one’s one interest for the good of
others i.e. providing greatest good for the largest number of people.
• Altruism is an aspect of moral philosophy in which it is argued that moral decisions should be based upon the
interest or well being of others rather than on self esteem.
• Altruism revolves around the question of morality “ I ought to act in the interest of others.”
• In Altruism the issue of morality revolves around the idea that in order to live a morally correct life one must
act in the interest of others. But acting in the interest of others does not imply a reward. Altruism would not
calculate and measure cost & benefit
• A person donates money to a charity it is the right thing to do, is the honest act of altruism.
Altruism rather than egoism has a better outline for how one should live life.
Combination of two is probably more realistic.
Q.8. Explain Corporate Code of Conduct? What is its importance in business?
Code of conduct can be evolved only through constant brainstorming in workshops, seminars, conferences, formal and
informal discussions. They must be evolved through mutual consent and consensus.,Involvement of the senior
management, Involvement of the employee, Picking the well tested model.
The development of a corporate code involves
-The identification of the key behavior that maximizes long-term value
-Reviewing the codes
-communicating the codes to employees
- finally updating the codes according to the law and regulations.
Once the code is developed ,it has to be implemented in the organization. Thus it is necessary for every organization
to develop a corporate code.
BUSINESS ETHICS
Conducting business in a right way.
Moral values must be used in conducting business.
1)Teleological Theory
Bentham a widely recognized leader of the English Utilitarian and a proponent of the basis of utility or usefulness, or
ability to produce happiness. According to him ethics aims at “The greatest good of the greatest number of people”.
This theory rests on “consequence” hence called “Consequential” or “Teleological” school ethics
Act which Produce Benefit, advantage, pleasure, good, happiness,to largest no. of people is ethical.
Eg. It is wrong to steal money from people at gunpoint. As it results in happiness to one individual but unhappiness to
large number of people.
2)Deontological Theory
The profounder of this theory is Immanuel Kant.For an action to be good it must not simply conform to a moral law,
but from a sense of duty, should be internally consistent and universally valid.No matter how much good may come
from lying. The action will never be right.
4) Heodonistic Theory
According to this theory Outcome of the decision must do maximum good to maximum number of people.
“Happiness is the highest good”.Act must provide highest happiness and lowest pain.
5) Machiavelli Theory
Nicrolo Machiavelli gave this theory.This theory says to relentlessly work towards the end and to do anything and
everything under the sun to retain power. Morals are only to be read and not practiced. To be in power any act is
considered right. Today many business firms conducting business in unethical way u follow this theory.
6)Praxis Theory
There is nothing immoral and unethical unless there is deception and manipulation involved. Motive and intentions
have to be clear and straight forward. Act must not have adverse effects.
Q.10. Explain Roles & Responsibilities of a Manager & Stakeholder
Primary purpose of any organization is to maximize shareholder value. Organization is responsible not only to
shareholders but also Stakeholder – shareholders, employees, customers, suppliers, lenders &society at large. In other
words, all those who are affected by the organization. It should consider the interest of the all stakeholders when
taking managerial decisions. Based on the relationship with the organization, stakeholders can be categorized as :
Internal stakeholders –
• Management
• Shareholders
• Employees
External stakeholders
• Consumers
• Suppliers
• Competitors
• Community
1. Management
To balance multiple claims of different stakeholders.
To safeguard the welfare of the corporation.
Management has to look after all the stakeholders of the corporations, achieve financial returns for the
corporations, spend enough on research for better quality for the customers, etc.
2.Shareholders
Most corporations owe their primary responsibility to their shareholders.
Shareholders are Considered as members who help the company achieve the goals by investing in business.
Shareholders are Entitled share in the profit.
They are also entitled to up-to-date information about the company performance.
3.Employees
Contribute their efforts and time towards the development of the org. which in turn improves society.
Org. has to try to ensure the growth and well being of the employees.
Organization should Conduct training programmes for employees, to improve their efficiency
Org. has to ensure Health & safety of employees
4. Consumers
Providing prompt and adequate service to consumers.
Offering quality goods at reasonable prices.
Ensuring the health and safety of consumers.
5. Suppliers
When dealing with suppliers, organisations must Share information with suppliers and integrate them in the
planning process.
Pay suppliers on time and in accordance with the agreed terms of trade.
6. Competitors
Foster open markets for trade and investment.
Respect both tangible and intellectual property rights.
Refuse to acquire commercial information by dishonest or unethical means.
Q.12. Write note on Indian Perspective of Ethics.
Purushartha
“Purusha” means either God or a human being. “Artha” means an object or objective. “Purusharthas” means
objectives of a human being. ”Purusha” does not mean male in the physical sense, but any soul in its differentiated
aspect. So the “Purusharthas” are applicable to both men and women equally.
Four chief aims of Purushartha are :
1. Dharma (Righteousness)
2. Artha (Wealth)
3. Kama (Desire) and
4. Moksha (Salvation or Liberation).
5.
Human life without purpose would be meaningless. One needs to have an end or purpose in his life towards which our
actions can be directed. Dharma, Artha, Kama & Moksha are the aims or goals of human life which man ought to
strive for attaining it throughout his life and in all births.
1. DHARMA
Dharma means duty, faith, religion, righteousness, justice, morality
Dharma means attainment of certain ends.
According to one school of Hinduism, “Dharma” is an obligatory duty as prescribed by the Vedas to be performed by
an individual in accordance with the rules prescribed for the caste to which he or she belongs.
In a wider sense, “Dharma” is the secret glue, the binding force, which upholds and regulates this entire creation just
as the gravitational force controls and holds the entire material universe as one piece.
It is the divine constitution that defines our role and responsibilities, our social and moral order, our purpose and
goals and the reward and punishments that are appropriate for our actions. The most fundamental aspect of “Dharma”
is the performance of one’s duty, appropriate to the situation, as an individual, as a member of society and of an
organization, as a citizen of a nation, and as a member of the international community.
Dharma in business
It s increasingly felt that in the absence of “Dharma” business management is becoming dull and less effective just
like a body without soul. “Dharma” must constitute the foundation of all activities – planning, organizing, producing
and marketing. Without the presence of “Dharma”, managerial activities will be practically like a body without soul, a
near corpse. Every organization and institution must, therefore, built a culture that represents the embodiment of
“Dharma” in every aspect of its functioning and its relationships – production, pricing, marketing, workers consumers,
shareholders, the community in general and the government. Eg. An IAS officer has got lots of riches ,money,
&pleasure in his life, but this are to be acquired by performing his duty with sincerity & honesty, and not with bribery,
corruption or other malpractices, then only it will add meaning to his life.
2)ARTHA
“Artha”means attainment of riches, worldly prosperity, advantage, profit & wealth. Hinduism recognizes the
importance of material wealth for the overall happiness and well being of an individual. Today everyone need money
to meet their needs of life like basic necessities, education, for luxuries of life, for name & fame etc.,
It is one of the “Dharmas” (duties) of a person in the second stage of life, the householder stage, and during this a
person must accumulate as much wealth as possible, without being greedy, to help and support his family. A
householder requires wealth, because he has to perform many duties to uphold Dharma and take care of the needs of
his family and society. A person should not seek wealth for the sake of wealth but to uphold “Dharma” and help the
members of his family and society achieve their goals.
3) KAMA
“Kama” is desire for pleasure .it can be sensuous pleasure, emotional pleasure or mental pleasure getting through
satisfaction of wrok, urge for sexual pleasure etc. Kama means enjoyment of appropriate objects by five senses of
hearing, feeling, seeing, tasting and smelling assisted by the mine together with the soul. All that man does is inspired
by kama(to get happiness).
As we can see the right way to fulfill one’s desire is by performing one’s obligatory duties in the right manner but not
by neglecting them so that the way of the “Dharma” also becomes the way of fulfillment of desires. It means Artha
(Wealth) is means to attain Kama(Pleasure of life)
4)MOKSHA
“Moksha” means getting rid off or release or liberation or salvation. It is highest end of life attainable only by
individual himself with the help of guidance of dharma. Dharma is common regulator whereas moksha is coomon aim
of human life.
Moksha actually means absence of Moha. Human being has attachment with the desire for sense objects .A person
achieves liberation when he overcomes his desire for sense objects by detachment, self –control, Surrender to God
offering of one’s action to God. There are many paths to salvation ad all of them lead to God. The main paths are path
of knowledge, of action, of devotion and of renunciation.
1. Introduction
ETHICS: A GLOBAL PERSPECTIVE
Ethics is especially important for companies operating overseas. Although certain ethical values and traditions are the
same in various countries, they are practiced differently. These differences in practicing certain ethical values create
difficulties amongst managers of multi national corporations when dealing with other countries. As more corporations
move into the global arena, dilemmas relating to ethical values and traditions are becoming increasingly common.
Sometimes multinationals are accused of exploiting workers in underdeveloped countries, supporting repressive
governments that help them, marketing dangerous drugs, unsafe equipments and disrupting the culture and traditions
of other countries.
There are a number of moral norms that apply to multinationals which are operating in less developed countries.
The first norm is to do no intentional direct harm, and is applied to all.
The second norm states that the activities have to be morally justified. This means that harmful goods must
not be traded in the host country.
The third norm states that the human rights of the workers and the consumers in the host country should
always be respected.
United nations has formed a code of conduct on transnational corporations. Many of its standards are ethical standards
such as respect for human rights and fundamental freedom, abstaining from corrupt practices, consumer protection,
environmental protection, etc.The government also plays a very vital role in further development of ethical standards
for international business.
2. Ethics in Marketing
Marketing is the process of bringing together business with customers and involves numerous components. There is a
product development deciding what is needed. There is public relations, trying to get along smoothly with others so
they will help send business. Then there is advertising which will tell everybody what you have and why they need it,
and need it from you! There is a lot of cross over from these areas, but combined they are marketing.
LARGE SCALE BRIBERY: a relatively large payment intended to allow a violation of law or designed to
influence policy directly or indirectly.
GIFTS/ FAVOUR / ENTERTAINMENT: it includes range of items such as lavish physical gifts,
opportunities for personal travel at the company’s expense, gifts received after the completion of the
transaction and other extravagant expensive entertainment.
PRICING: it includes unfair differential pricing, questionable invoicing – where the buyer requests a written
invoice showing a price other than the actual price paid, pricing to force out local competition, dumping
products at prices well below that in the home country, pricing practices that are illegal in the home country
but legal in host country.
PRODUCTS/ TECHNOLOGY: it included product and technology that are banned for use in the home
country but permitted in the host country and/ or appear unsuitable or inappropriate for use by the people of
the host country.
TAX EVASION PRACTICES: used specifically to evade tax such as transfer pricing including the use of tax
havens, where any profit made is in low tax jurisdiction, adjusted interest payments on intra- firm loans,
questionable management and service fees charged between affiliates and/ or the parent company.
ILLEGAL/ IMMORAL ACTIVITIES IN THE HOST COUNTRY: practices such as polluting the
environment, maintaining unsafe working conditions, product/ technology copying where protection of
patents, trademarks or copyrights has not been enforced and short weighting overseas shipments so as to
charge a country a phantom weight.
CULTURAL DIFFERENCES: some practices involve potential miss- understandings related to the traditional
requirements of the exchange process due to cultural differences. These practices include gifts, monetary
payments, favors’, entertainment and political contributions.
3. ETHICS IN ADVERTISEMENT:
DEFINATION:
An advertisement is defined as a paid- for communication, addressed to the public or a section of it, the purpose of
which is to influence the opinions or behavior of those to whom it is addressed.
MEANING:
Advertising is the attempt to send information to people to convince them to spend their money with a certain
company. This concept is the foundation of much of the modern financial world.
4. Conclusion
Marketing plays an important role in bringing products of great value to humankind. While product safety and
advertising, admittedly two central parts of marketing, have received a good deal of attention, areas such as pricing
market research, sales, target marketing, and social marketing have been neglected.
Ethics in marketing would include making safer products, not using deceptive or miss leading advertisements, not
indulging in hard sell, not using coercion on channel partners to push products and not engaging in price fixing- in
short, fair and honest dealings that have the customers’ and other stakeholders’ interest in mind.
Tobacco and alcohol advertisements are extremely popular targets for regulation. Many critics have argued that these
advertisements encourage consumption of these products and they are harmful.
The four Ps: product, price, promotion and place also arises important ethical questions which are listed below:
• What responsibilities do producers have for the quality and the safety of their products?
• Who is responsible for harm caused by a product?
• Is the consumer’s willingness to pay, the only ethical constraint on fair pricing?
• Should the ability to pay be a factor in setting price?
• Are misleading and deceptive advertisements ethical?
• What privacy protections should be offered for marketing data?
• Is it ethical to target vulnerable populations such as children or the elderly?
• What responsibilities does a producer have when marketing in foreign countries?
ADOPTION OF ETHICS DUE TO MARKET COMPULSIONS:
Marketers are moving away from guns and cigarettes due to public demands and government restriction. Many of
them are becoming increasingly aware of marketing ethics and moving towards healthier and safer products.
2.ENVIRONMENT ETHICS:
Environmental Ethics explain Human behavior and responsibilities towards environment. Environmental Ethics is
the branch of philosophy that studies the ethical relationship between human being & the Environment.
Environmental ethics stresses the fact that all life forms on earth have right to live. By destroying nature we are
depriving these life forms of their right to live. Environmental ethics is about including the rights of non-human in
our ethical & moral values. Even if the human race is considered the primary concern of society, animals and
plants are in no way less important. They have equal to get their fair share of existence.
3.ENVIRONMENT CHALLENGES:
1. Pollution.
2. Consumption of non renewable resources like oil.
3. Use of renewable resources such as water above the rate of natural replenishment.
4. Change in the universal balance in the eco system through the artificial stellar activities.
5. Inviting climatic change through the rapid felling of trees and fast removal of forests.
6. The outlook of winning a war against the nature through the scientific activities.
7. Toxic waste.
8. Contamination of ground water.
9. Oil spills destroying the seashores.
10. Fossil fuels producing carbon dioxide resulting in green house effect.
11. Usage of fluro carbons that deplete the ozone layer.
b) Energy consumption: India is the second largest commercial energy consumer in East Asia. Higher energy
consumption in industrial sector is due to increase in population urbanization. The industrial sector accounts
for 41 % of total consumption.
c) Carbon Emission : In India carbon emission has grown 9 times over the past four decades. Its contribution to
world carbon emission is expected to increase by 3.2% by 2020.The country reliance on low quality coal with
high carbon content is the primary reason for higher carbon emission.
d) Energy & carbon intensity: Carbon intensity level in India is high as compare to other Asian countries.
The reason for this are the increase in industrial activity that has taken place .Indian economic policies such
as high import tariffs on high quality coal and subsidies on low quality coal have also contributed to
carbon pollution intensity.
1. The government of India (GOI) has adopted a comprehensive policy to protect public health, forest, and
wildlife. But the policy has an important limitation that no court can enforce it.
2. The environment protection act 1986 focused on reducing industrial pollution. The report stated that the
estimated annual cost of environment, degradation is 4.5% of GDP (average).
Environmental counseling is a green programme aimed at encouraging employees to express their concern about
environmental issues. In many companies, employees are given an opportunity to discuss environmental issues.
Companies also publish articles on green topics and organize competitions to encourage ecologically sensitive
innovations in the working process.
Corporate Governance is the adherence to ethical standards for effective management and distribution of wealth and
discharge of social responsibility”
Corporate governance is about "the whole set of legal, cultural, and institutional arrangements that determine what
public corporations can do, who controls them, how that control is exercised, and how the risks and return from the
activities they undertake are allocated."
Corporate governance is about how companies are directed and controlled. Good governance is an essential ingredient
in corporate success and sustainable economic growth.
2) According to Sir Adrian Cadbury, “Corporate governance is holding the balance between economic and social
goals between individual and committee goals.”
Objective
Enhancement of shareholder value keeping in view the interests of other stakeholder.
Key Constituents
Shareholder.
Board of Director.
Management.
2) Evaluate the reputation: To evaluate the reputation of the corporation and the esteem of its management.
3) Attract the reputation: To attract the reputation of corporation and the esteem of its management.
4) Improve the morale: To create and adopt, code of conduct with wholehearted commitment and improve the
morale and ethical standards of performance to the utmost level.
5) To lead organization: To have a right balance, knowledge and competence to set strategies and lead the
organization.
6) Benefit of shareholders: To use the resources entrusted to the management, in the most economic, efficient,
productive and effective ways, for the benefit of shareholders as well as for the society at large.
9) Set high standards of business: To set high standard of business ethics base upon humanity, honesty and
hard work.
10) Standard of living: To improve the standard of living and life of society industry, commerce, services,
professionals.
2) Manage crises: It increases the company’s ability to identify and mitigate risks, manage crises, respond to
changing market trends.
4) Protect interest: It protect welfare and interests of a wide range of constituencies and communities nearby.
5) Credibility: The credibility of corporate governance attracts long capital-foreign as well as domestic.
6) Quality of product: It ensures the purity and quality of product after the product leaves the factory.
7) Economic and social objectives: A balance between economic and social objectives and the reconciliation of
the interests of the individuals, the company and society is achieved.
8) Frame objectives: Corporate governance provides a structure through which the objectives of the company
are set.
9) Outcomes and obligations: Good corporate governance helps an organization to achieve its outcomes and
obligations through sound planning and risk management.
10) Decision making: It provides a means to assist in decision-making and to improve accountability.
11) Stability and long-term sustenance: Adoption of good corporate practices promotes stability and
long-term sustenance of stakeholder’s relationship.
12) Minimizes wastages: Good corporate governance also minimizes wastages, corruption, risks and
mismanagement.
13) Maintain investor’s confidence: Strong corporate governance maintains investor’s confidence, as a
result of which, company can raise capital efficiently and effectively.
Objective
Enhancement of shareholder value keeping in view the interests of other stakeholder.
Key Constituents
Shareholder.
Board of Director.
Management.
Equanimity - Right of all shareholder are equal, regardless of minor or major shareholding.It involve letting
Investors, know how the company in which they have invested is utilizing their money.
5.Risk Management
a)Audit Committee :-
-Brief description of terms of reference.
-Composition, names of members & chairperson
-Meetings & attendance during the year.
b)Remuneration Committee:-
-Brief description of terms of reference.
-Composition, names of members & chairperson.
-Meetings & attendance during the year.
-Remuneration policy.
-Details of remuneration to all the directors, as per format in main report.
c)Shareholder Committee:-
-name of the Non-executive director handling the committee.
-No. of shareholder’s complaints received so far.
-No.of complaints not solved to the satisfaction of shareholderd
-Remuneration policy.
-No. of pending share transfer.
9.Means of communication
-Half yearly report send to each household of shareholders and the quarterly results.
-The names of newspaper which publish the details normally.
-Any website which display the information
10. Disclosure
Related Party Transactions
Statutory compliance, penalties & strictures
Whistle Blower Policy
General body meetings
Compliance with mandatory requirements.
Compliance with non mandatory requirements
• Remuneration Committee
• Audit qualifications
• Postal Ballot
Definition of shareholder
• Shareholder is an individual, group or organization that holds one or more shares in a firm and in whose name
the share certificate is issued.
• Shareholder is the one who owns shares of stock in a corporation or mutual fund. For corporations, along with
the ownership come a right to declared dividends and the right to vote on certain company matters.
• There are also called as: Shareowner, Stockholder and Investor.
Shareholders should be informed of the rules, including voting procedures that govern general
shareholders' meetings. Shareholders should be given:
o Information on the voting right should be provided before the purchase of the share,
o Sufficient and timely information about the date, location and agenda, as well as issues to be decided
at the meeting;
o Opportunity to ask questions of the board and to place items on the agenda of general meetings,
subject to reasonable limitations;
o The right to vote in person or in abstentia with equal treatment of such votes.
o
• The rules and procedures concerning the acquisition of corporate control in capital markets, and extraordinary
transactions such as mergers, and sales of substantial portions of shares, should be clearly articulated and
disclosed so that investors clearly understand their rights and recourse. Transactions should occur at
transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
Anti-take-over devices should not be used to shield management from accountability.
• All shareholders have equal right to participate in Management decisions & other matter related to
their interest Any changes in voting rights should be subject to shareholder vote,
4.Other rights
• To receive the share certificates on allotment or transfer as the case may be, in due time.
• To receive copies of the abridged annual report, the balance sheet the profit & loss account.
• To participate and vote in general meetings either personally or through proxies
• To receive corporate benefits like rights, bonus etc. once approved.
• To inspect the minute books of the general meetings and to receive copies thereof.
• To proceed against the company by way of civil or criminal proceedings.
• To apply for the winding-up of the company.
• To receive the residual proceeds.
• To receive dividend in due time once approved in general meetings.
• To apply to company law board to call or direct the annual general meeting.
• To receive offer to subscribe to right shares in case of further issue of shares.
• To receive offer under takeover or buyback offer under SEBI regulations.
• To receive all benefits/material information declared for the investors by the company.
• Prompt service from the company such as transfers, sub-divisions and consolidation of holdings in the
company.
• As an equity holder they have a right to subscribe to further issue of capital by the company.
• Investors can expect delivery of shares purchased/value of share sold within 15days from the end of
settlement period.
• Access to the exchange arbitration facilities in case of dispute with broker.
• Right to transfer ownership means, shareholders are allowed to trade their stock on an exchange.
The 'Cadbury Committee' was set up in May 1991 with a view to overcome the huge problems of scams and failures
occurring in the corporate sector worldwide in the late 1980s and the early 1990s. It was formed by the Financial
Reporting Council, the London Stock of Exchange and the accountancy profession, with the main aim of addressing
the financial aspects of Corporate Governance. Other objectives include:
(i) uplift the low level of confidence both in financial reporting and in the ability of auditors to provide the safeguards
which the users of company's reports sought and expected;
(ii) review the structure, rights and roles of board of directors, shareholders and auditors by making them more
effective and accountable;
(iii) address various aspects of accountancy profession and make appropriate recommendations, wherever necessary;
Keeping this in view, the Committee published its final report on 1st December 1992. The report was mainly divided
into three parts:-
A )Board of Directors
• The board should meet regularly
• retain full and effective control over the company and monitor the executive management.
• There should be a clearly accepted division of responsibilities at the head of a company, which will ensure a
balance of power and authority, such that no one individual has unfettered powers of decision.
• all directors should have access to the advice and services of the company secretary, who is responsible to
the Board for ensuring that board procedures are followed and thatapplicable rules and regulations are
complied with.
B)Non-Executive Directors –
• -The non-executive directors should bring an independent judgment to bear on issues of
strategy, performance, resources, including key appointments, and standards of conduct.
• -The majority of non-executive directors should be independent of management and free from
any business or other relationship which could materially interfere with the exercise of their
independent judgment, apart from their fees and shareholding.
C)Executive Directors –
• Directors’ service contracts should not exceed three years without shareholders approval.
• In Annual report there should be full and clear disclosure of total emoluments of the
chairman, directors’ and highest-paid directors, including pension contributions and stock
options.
• In annual report separate figures should be given for salary and performance-related elements
and the basis on which performance is measure should be explained.
2)Considering the role of Auditors and addressing a number of recommendations to the Accountancy
Profession
• The Cadbury Committee recommended that a professional and objective relationship between the board of
directors and auditors should be maintained, so as to provide to all a true and fair view of company's financial
statements.
• Auditors' role is to design audit in such a manner so that it provide a reasonable assurance that the financial
statements are free of material misstatements.
• There is a need to develop more effective accounting standards, which provide important reference points
against which auditors exercise their professional judgement.
• Every listed company should form an audit committee which gives the auditors direct access to the non-
executive members of the board.
• The Committee further recommended for a regular rotation of audit partners to prevent unhealthy relationship
between auditors and the management.
• The Accountancy Profession, in conjunction with representatives of preparers of accounts, should take the
lead in:- (i) developing a set of criteria for assessing effectiveness; (ii) developing guidance for companies on
the form in which directors should report; and (iii) developing guidance for auditors on relevant audit
procedures and the form in which auditors should report. However, it should continue to improve its standards
and procedures.
• Both shareholders and boards of directors should consider how the effectiveness of general meetings could be
increased as well as how to strengthen the accountability of boards of directors to shareholders.
• Audit Committee-
-There should be qualified ,independent audit committee, all non-executive, having 3 independent directors,
With 1 having financial and accounting knowledge.
• Remuneration committee –There should be remuneration committee to frame policy for remuneration
packages of executive directors. It should have at least 3directors, all no executive and be chaired by an
independent director.
There should be proper Disclosure in annual Report relating to all elements of remuneration package of
directors like salary, bonus, pension, benefits.
• Shareholders committee- There should be Shareholder committee to look into the issues related to
shareholders.
• Disclosure- Management discussion & analysis report covering industry structure, opportunities, threats,
Internal control system.
CONCLUDING REMARKS
• By and large, Indian listed companies have been legally mandated to follow fairly strict standards of
Corporate governance and disclosure
• Indian corporate sector regulators and Companies have been quick to incorporate some of the best
international corporate governance and disclosure practices
• The need of the day is more training… of Directors, audit committee members and senior Executives of
companies
• The challenge is to design and sustain a system that imbibes the spirit of corporate governance… And not
merely the letter of the law.
Objectives
TO review the performance of corporate governance; and
To determine the role of companies in responding to rumour and other price sensitive information circulating
in the market, in order to enhance the transparency and integrity of the market.
The issues discussed by the committee primarily related to audit committees, audit reports, independent directors,
related parties, risk management, directorships and director compensation, codes of conduct and financial disclosures.
The committee's recommendations in the final report were selected based on parameters including their relative
importance, fairness, accountability, transparency, ease of implementation, verifiability and enforceability.
Definition:
Social Responsibility of business means duties and obligations of business towards different social groups i.e.
shareholder, consumers, employees, local community and the society at large. Corporate social responsibility (CSR)
can cut across almost everything you do and everyone you deal with. The suppliers you choose and the way you deal
with them. How you treat your employees. How your business affects your local community. How your business
affects the environment. This doesn't mean that you can't run a profitable business. In fact, CSR can help you
improve your business performance. By looking ahead, you're ready to cope with new laws and restrictions. You
avoid costs such as wasted energy or paying unnecessary waste fees. Perhaps most importantly, you can keep winning
business from increasingly demanding customers.
1. To protect environment: When the business starts misusing the resources to create wealth and satisfy human
wants, it must be punished for its wrong deeds; and social responsibility is the ultimate answer.
2. Good public image: A business must voluntarily honour its social commitment for better public image as only
such business enjoys a good reputation and good public support.
3. Concept of trusteeship: This concept states that a business must be held in trust legally and morally for the
benefit of the people.
4. Minimize government control: To minimize government control, the business must come forward and carry
out social responsibilities.
5. Better utilization: The ever increasing pollution, deforestation and ecological balance brings out the necessity
to ensure better utilization of natural and human resources with minimum wastage and optimum use.
6. Assist the government: A progressive and socially aware business can join hands with the government in
solving many social problems.
7. Accountability: Business is accountable for its social and economic performance, so business has to adopt
positive attitude towards social responsibility.
8. Growth: “Growth or Perish” is the norm of the present era. The society would support only if the business
organization has fulfilled its social obligations.
9. Growing awareness: Organizations has to be socially responsible as people are becoming more and more
aware about environmental issues.
10.Moral duty: The business organizations have realized that certain actions even if legally right but morally
wrong should not be adopted.
11.Enactment of laws: Government has enacted various laws. This has put not only moral pressure but also legal
pressure on organization to adhere to the roles.
12.Consumerism: It is a consumer movement of the people, by the people and for the people to protect the
consumers from the unethical practices followed by some enterprises. So, business organizations should fulfill
social responsibilities and avoid public displeasure.
1. Business is for profit: Business is an economic activity. Its main objective is to earn profit only. If business
does social work it will have to divide its limited sources between economic and social activities.
2. Government responsibility: Let business pay taxes and allow government to fulfill its social commitment.
Social responsibility is an area reserved for government and not for business.
3. Lack of social skill: Social welfare is full time work. Institutions like government, charitable or religious
organizations, having knowledge, resource and dedication can do social welfare programmes
4. Overhead cost: The money spent on welfare programmes is expenditure. It will make company financially
weak and affect the future expansion plans.
5. Charity: People must be made to realize that someone had worked hard for the services provided to them. It
must provide opportunities for earning through efforts and hard work and should not offer donations.
6. Economic justification: There is no economic justification for the business to do social work. Social
responsibility is not profitable for the business.
7. Legal restriction: The managers who are incharge of funds have lots of restrictions as to how to utilize the
funds.
Q.29.EXPLAINCORPORATE SOCIAL RESPONSIBILITYTOWARDS STAKE HOLDERS
CLASSIFICATION OF STAKEHOLDERS
Internal stakeholders –
• Management
• Shareholders
• Employees
External stakeholders
• Consumers
• Suppliers
• Competitors
Community
EXPECTATIONS OF STAKEHOLDERS
CORPORATE SUSTAINABILITY
Corporate sustainability is a business approach that creates long-term consumer and employee value by not only
creating a “green” strategy aimed towards the natural environment, but taking into consideration every dimension of
how a business operates in the social, cultural, and economic environment. Also formulating strategies to build a
company that fosters longevity through transparency and proper employee development.
corporate sustainability describes business practices built around social and environmental considerations.
For businesses, sustainability is a powerful and defining idea: a sustainable corporation is one that creates profit for its
shareholders while protecting the environment and improving the lives of those with whom it interacts. It operates so
that its business interests and the interests of the environment and society intersect. A sustainable business stands an
excellent chance of being more successful tomorrow than it is today, and remaining successful, not just for months or
even years, but for decades or generations.
People - Planet - Profit. With increasing globalisation, greater environmental and social awareness and more efficient
communication, the concept of companies' responsibilities beyond the purely legal or profit-related has gained new
impetus. Businesses need to be seen acting responsibly towards people(society), planet(Environment) and profit.
Sustainability reporting
It means communicating an organization’s economic, environmental & social opportunities & challenges to
stakeholder. Companies increasingly emphasise the importance of relationship with external parties, ranging from
consumers to investors to community groups, as key to their business success. Transparency & open dialogue about
performance, priorities and future sustaibaility plans helps to strengthen these partnership and to build trust.
CONCLUSION
Even though companies are taking serious efforts for the sustained development, some critics still are
questioning the concept of CSR. There are people who claim that Corporate Social Responsibility underlies
some ulterior motives while others consider it as a myth. Is CSR really a stalking horse for an anti-corporate
agenda? The reality is that CSR is not a tactic for brand building; however, it creates an internal brand among
its employees. Indulging into activities that help society in one way or the other only adds to the goodwill of a
company.
People
This is also known as Human Capital. It means fair & beneficial business practices towards labour and community
and region in which a corporation conducts its business.It really just means treating your employee’s right, but
furthermore also the community where your business operates. In this part of the Triple Bottom Line model, business
not only ensures a fair day's work for a fair day's pay; but also reinvesting back some of its gains into the surrounding
community through sponsorships, donation or projects that go towards the common good.
-A TBL business would not use child labour and monitor all contracted companies for child labour
exploitation.
It would pay fair salaries to its workers.
It would maintain a safe work environment.
Tolerable working hours.
It would not exploit community or its labour force for self interest.
Planet
This is Natural Capital. It refers to sustainable environmental practices. A business will strive to minimize its
ecological impact in all areas - from sourcing raw materials, to production processes, to shipping and administration.
.A 3BL business will
-Carefully manage its consumption of energy & non-renewable.
-Reducing manufacturing waste.
-refrain from the production of toxic items.
Not produce harmful or destructive products such as weapons, toxic chemicals or batteries containing
dangerous heavy metals.
-not conduct any activity which lead to depletion of resources.
Profit
This is more about making a honest profit than raking a profit at any cost - it must be made in harmony with the other
two principles of People and Planet. It means not only monetary profit from business activities but real economic
benefit enjoyed by the host society.
Profit in TBL = internal profit +real economic profit in terms of social & environmental impact.