2. DEFINITION
CG is defined as holding the balance
between economic and social goals & also between
individual and communal goals
By Sir Adrian Cadbury
Corporate Governance is stated as course
of conduct that is managed by various ethical
approach.
3. EFFECT OF CG
1.
2.
3.
4.
5.
Right of shareholder
Equitable treatment of shareholder
Role of stakeholder in CG
Disclosure and transparency
Responsibilities of the board
4. PRINCIPLES OF CORPORATE GOVERNANCE
1.
2.
3.
4.
5.
6.
Ensuring the Basis for an effective Corporate
Governance Framework
The Rights of Shareholders and Key Ownership
Functions
The Equitable Treatment of Shareholders
The Role of Stakeholders in Corporate
Governance
Disclosure and Transparency
The Responsibilities of the Board
5. BENEFITS OF GOOD CG
1.
2.
3.
4.
5.
6.
7.
Congruence of interest of boards, management
Stability and growth to company
Confidence in investors
Reduce risk and cost of capital
Motivate employees to acquire and develop skills
Competitive advantage in financial market
Relationship with enterprise
6. It deals with problems that results from the
separation of ownership & control
Shareholders
Boards
Management
Employees
7. INDIAN MODEL OF GOVERNANCE
External environment
Internal environment
8. ROLE OF BOARD OF DIRECTORS
Definition of Director
A Director may be defined as a person
having control over the direction, conduct,
management or superintendence of the affairs of a
company
Definition of BOD
The Board of Directors of a company
includes all directors elected by shareholders to
represent that their interest is vested with the
power of management
9. STRUCTURE OF BOARD OF DIRECTOR IN
INDIA
BOD
Executive Director
Non-Executive Director
Independent Director
Nominee Director
10. ROLE
1.
2.
3.
4.
5.
6.
Commitment
Clear their stand
Efficient CEO
Anticipate business events
Meet demand of market place
Earn profit for shareholder, ethical and social
obligation to society through
Transparency
ii. Pay for performance
iii. Process for determination
iv. Severance payments
v.
Pension for non-executive Directors
i.
13. RIGHTS OF SHAREHOLDERS
1.
2.
3.
4.
5.
6.
Voting power
Right to increased share values
Right to transfer ownership
Dividend Entitlement
Right to inspect corporate books & records
Suing for wrongful Acts
16. ISSUES/PROBLEMS IN CG
1.
2.
3.
4.
5.
6.
7.
8.
9.
Distinguishing the roles of Board and
Management
Composition of the board
Separation of the roles of CEO and chairperson
Board have committees
Appointments to the board and director’s reelection
Director’s and executives remuneration
Disclosure and audit
Protection of shareholder’s rights and
expectations
Dialogue with institutional shareholders
17. SECURITY EXCHANGE BOARD OF INDIA (SEBI)
History of SEBI
Members
1.
Chairman
2.
2 members for finance and administration
3.
1 member from Reserve Bank
4.
5 members appointed by Central Govt.
Collective Investment Scheme
Finance, Accounts & Audit of SEBI
19. ETHICS
Business ethics is the art & discipline of applying
ethical principles to examine & solve complex moral
dilemmas.
Why should business act ethically?
Unethical Issues
Benefits due to ethics
20. CORPORATE SOCIAL RESPONSIBILITY
To create positive impact with business.
Practical Steps to CSR
Scope of Social Responsibility
1.
2.
3.
4.
5.
6.
7.
8.
Protecting & promoting shareholder’s interest
Social concern & promotion of common welfare
programmes
Art of philanthropy
Good CG itself is SR
Corporate in the vanguard of rendering social service
Sponsoring social & charitable causes
Corporations should supplement state efforts
Ensuring ecological balance
21. CHAMBER OF COMMERCE REFERS 9 STEPS
TO CSR
1.
Confirm CEO
2.
State company purpose
3.
Identify key stakeholders
4.
Define business principles and policies
5.
Establish implementation, procedures and
management system
6.
Benchmark
7.
Setup internal monitoring
8.
Language that everyone can understand
9.
Set objectives
Social through process
22. ETHICS
Ethics are some standardized form of conduct or
behavior of individuals understand & accept in a particular
field of activity.
Performance levels of ethics
1.
Societal level
2.
Stakeholder level
3.
Internal policy level
4.
Personal policy level
23. BUSINESS ETHICS
Moral principles that define right or wrong
behavior in the world of business.
7 Principles
1.
2.
3.
4.
5.
6.
7.
Be trustful
Keep an open mind
Meet obligations
Have clear documents
Become community involved
Maintain accounting control
Be respectful
3C
1.
2.
3.
Compliance
Contribution
Consequence
24. ETHICAL DILEMMAS
1.
Truth Vs Loyalty
2.
Individual Vs Community
3.
Short term Vs Long term
4.
Justice Vs Mercy
Values for Managers
1.
Establish boundaries
2.
Establish presence of fairness
3.
Establish trust
4.
Establish honesty
5.
Establish the expectation & commitment
25. OBJECTIVES OF ETHICS
1.
Study human behavior
2.
Establishes moral standards of behavior
3.
Judgments
4.
Moral behavior
5.
Human conduct in general
Deals with
Concept of
Human conduct
Ethics
Nature of Ethics
Science of
Ethics
Study of Ethics
26. MODEL OF ETHICS IN MANAGEMENT
Consumers shareholders
Marketplace
Unions
Work place
Quality of
management
Environment
NGO/Govt
Community
Local
community
Impact on society
27. DIFFERENT TYPES OF ETHICS
1.
Transactional Ethics
Principle of honesty
Principle of reciprocity
2.
Participatory Ethics
3.
Recognition Ethics
Need for Business Ethics
Society
Business
28. INDIAN ETHOS
Principles
1.
Potential and talent
2.
Work as worship
3.
TQM
4.
Achieve highest human welfare
5.
Character is power and wealth
6.
Business is sacred
7.
Self-introspection
8.
Brain-stilling
9.
Sound & prompt decisions
29. WORK ETHICS
4 P’s
1. Pay
2. Prospects
3. Promotion
4. Performance
Improving Work Ethics
1.
2.
3.
4.
5.
6.
7.
Man-making education
Sympathy for employees
Attitude of sport towards work
Taking to giving modes
Master and not slave
Renunciation & Service
Rewards and penalties
Discipline
Result of pride
Employee involvement
Developing attitude in work
30. GOOD WORK CULTURE
Values which get manifested in behavior of
employees at work place as hard work, loyalty to
organization, quality of work life, job satisfaction, etc
1.
Productivity and Quality
2.
Utilizing resources effectively
3.
Worker development
4.
Develops work culture
31. FACTORS HINDERING WORK CULTURE
1.
Lack of sense of discipline & min work ethos
2.
Lack of hard work & commitment
3.
Too many holidays
4.
Wasting resources, energy
5.
Absence of spirit of nationalism
6.
Poor quality of service & working condition
7.
Absenteeism
8.
Accidents/injuries
32. FEATURES OF INDIAN ETHOS AND INSIGHTS
Balance, harmony
You are good, world is good
Rights and privileges of individuals
Knowledge of creation and creator.
Insights into Indian Ethos
1.
Management attitude
2.
Humanizing organization
3.
Interiorizing management
4.
Self-introspection
5.
Brain-stilling
6.
Stepping Back
7.
Self-dynamic Meditation
8.
Role of Intuition in management
33. VALUES
Relevance of values in management
Values shape
Beliefs
Perceptions
Attitude
Behavior
Features
1.
Force affecting behavior
2.
Content
3.
Intensity
4.
Change over time
5.
Stable and enduring
6.
Values differ
Importance of values
35. ETHICS IN GLOBAL BUSINESS
Differences
Between
each human
on earth
Foundation
in variance
in their personal
if people
become more
familiar
with this
value structure
people accept
these differences as
valuable than
threatening
36. HOLISTIC APPROACH FOR DECISION
MAKING
Steps in decision making
1.
Identify the problem
2.
Generate alternative solution
3.
Evaluate alternatives
4.
Selection of solutions
5.
Implement the chosen solution
37. ETHICAL DECISION MAKING CRITERIA
1.
Utilitarian Criteria
2.
Focus on rights
3.
Focus on justice
