1. ETHICS How we behave - Std by which we guide Determine what to do day-today affairs Ethics refers to high standard of professional conduct, while ethics are grounded in moral standards. Relations with others How we treat others – even though Don’t Know

2. Ethics There are many definitions as to what ethics encompasses: * The discipline dealing with what is good and bad and with moral duty and obligation; * Decisions, choices, and actions we make that reflect and enact our values; * A set of moral principles or values; * A theory or system of moral values; and/or * A guiding philosophy.

3. LEVELS OF ETHICS How we act as individuals How we structure our organizations and their work How we structure our society, our laws, our systems - Applicable Implication Ethics can be consider any one of these three

4. BUSINESS ETHICS How we act as individual in business How we structure our business organization and the way they work – Direct / Guide – People to act How we structure our business society, our laws affecting business, our systems - Incorporate Organization Participation in Commerce, Laws & Regulations bind

5. “ Study of standard of business behavior which promote human welfare and the good” “Business Ethics” is the critical, structured examination of how people & institutions should behave in the world of commerce. In particular, it involves examining appropriate constraints on the pursuit of self- interest, or (for firms) profits, when the actions of individuals or firms affects others.

6. Business ethics are principles, practices and philosophies that guide the business people in their day today business decisions. It related to the behavior of a business of a businessman in a business situation and concerned primarily with the impacts of decision of the society, with and outside business organization.

7. REASONS OF ETHICS MANAGEMENT IN BUSINESS 1. Ethics creates credibility / Integrity 2. Close relationship with employees 3. Increase profits 4. Protect pollution 5. Ethics provides leadership in business

8. Business benefits for market sustainability Enhanced rapport and good-will, re-creating brand power and stock market value Reduced risks, costs & wastage. Enhancing quality. Co-operation from their own employees & business associates Revenue generation Wider access to capital, credit and foreign investment National & international accreditation Create a climate of excellence & contribute to the economic wellbeing Maintaining national/international environmental standards for sustainable development

9. THE 3 R’S24: PREREQUISITES FOR A COMPANY TO EMBARK ON THE BUSINESS ETHICS JOURNEY The 3R’s, which are the prerequisites for business ethics are Respect, Responsibility, and Results. Building these three factors into the organization’s culture would help to align the behavior of its employees in the ethical direction.

10. Respect: People, organizational resources, and the environment (internal and external) Examples Treating all stakeholders with dignity and Politeness Making effective use of company resources for business purposes only drawing a clear Abiding by the law Refraining from abusing the natural environment in which the company operates.

11. Responsibility: Demonstrating responsible behavior towards stakeholders and towards oneself is a prerequisite for business ethics. Examples Delivering competitively priced Products and services of high quality at the right time, Working together to achieve the organization’s goals Meeting performance expectations.

12. Results: Employees need to be encouraged to achieve results by employing means that are ethical. Expected to delivering terms of the organization’s results using the ‘right 'Method

13. IMPORTANCE OF ETHICS Various steps for ethics improved society as a whole Through Laws and regulations Guides people to act properly in varied situation Ethics programs cultivate strong teamwork and productivity Creates confidence for facing real reality – both good and bad Helps avoid conflicts with employees – Highly ethical principles and policies Detection of violations helps in timely action

14. Ethics programs promote a strong public image – Trust and respect of all its stakeholders. Strengthens organizational work culture – Greater consistency in Std and Qualities of products Enhances overall benefit – Inculcate Integrity and ethical practices – results Increase organizational effectiveness.

15. SIGNIFICANCE OF ETHICS Creates goodwill in public- Honor and respect public Develop mutual faith between management and employees- Sense of oneness with employee Better decision making Economic success and development – leads to bring positive impact – Long run, Improve Profitability Develops trust and lay foundation for relationship development and positive future interactions.

16. ROOTS OF UNETHICAL BEHAVIOR Profit maximization may lead to exploitation – Carries down the company culture Ethics is not considered a compulsory responsibility Philanthropic – Charitable, Humanitarian Unethical practices deter others to report honestly – Less opportunity for whistle blower – stop

17. Ethics may be avoided to satisfy others interest – pressure from stakeholders to earn more and more profits. Corruption encourages unethical behavior Lack of social Resp and Integrity – Corporate wants money and success – with no consideration to ethical values.

18. CODE OF ETHICS Often conveys organizational values, a commitment to standards, and communicates a set of ideals. (Principles, Morals) In practice, used interchangeably with Code of Conduct. COC - Refer to a listing of required behaviors, the violation of which would result in disciplinary action

19. In Section 406(c), the Sarbanes-Oxley Act defines "code of ethics" as such standards as are reasonably necessary to promote- (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships (2) Full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer; and (3) Compliance with applicable governmental rules and regulations

20. COE Likely to cover Personal behaviour – when dealing with customer and suppliers Corporate behaviour – when negotiating deals Behavior towards society – when recruiting Behaviour towards the environment – when deciding on process

21. CORPORATE GOVERNANCE “ Good Corporate Governance is essential to the effective operation of a free market, which enables wealth creation and freedom from poverty” (Financial Reporting Council of the UK). It’s a ethical commitment to values and ethical business conduct.

22. Corporate governance deals with laws, procedures, practices and implicit rules that determine a company’s ability to take managerial decisions vis-à- vis its claimants—in particular, its shareholders, creditors, customers, the State and employees. Its system of directing and managing a company.

23. “CORPORATE GOVERNANCE is needed to create a corporate culture of consciousness, transparency and openness. It refers to combination of laws, rules, regulations, procedures and voluntary practices to enable the companies to maximize the shareholders long-term value. It should lead to increasing customer satisfaction, shareholder value and wealth.”

24. Disclosure and transparency The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company. Disclosure should include: The financial and operating results of the company. Company objectives.

25. Major share ownership and voting rights. Members of the board and key executives and their remuneration. Material foreseeable risk factors. Material issues regarding employees and other stakeholders. Governance structures and policies.

26. The responsibilities of the board The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management. board’s accountability to the company and the shareholders. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.

27. Where board decisions may affect different shareholder groups differently, the board should treat all shareholders fairly. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance;

28. Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place. Monitoring the effectiveness of the governance practices under which it operates and making changes as needed. Overseeing the process of disclosure and communications

29. Steps taken by SEBI for strengthening corporate governance SEBI has taken various steps to strengthen corporate governance. Some of these are: Strengthening of disclosure norms for Initial Public Offers. Providing of information in director's report for utilization of funds and variation between projected and actual use of funds.

30. Declaration of quarterly results. Mandatory appointment of compliance officer for monitoring the share transfer process and ensuring compliance with various rules and regulations. Timely disclosure of price sensitive information. Issue of guidelines for preferential allotment at market related prices.

31. The basic objective of Corporate Governance would be "enhancement of the long-term shareholders value while at the same time protecting the interests of other stakeholders." Developing appropriate strategies that result in the achievement of stakeholder objectives Attracting, motivating and retaining talent Creating a secure and prosperous operating environment and improving operational performance Managing and mitigating risk and protecting and enhancing the company’s reputation.

32. REPORTS ON CORPORATE GOVERNANCE Report of the Cadbury committee Report of the Cadbury committee Report of the Greenbury committee, Report of the Greenbury committee, the Report of Blue Ribbon committee in the U.S. the Report of Blue Ribbon committee in the U.S. the OECD code or Corporate Governance the OECD code or Corporate Governance K.M. Birla Committee for suggesting changes in Listing Agreement K.M. Birla Committee for suggesting changes in Listing Agreement SEBI committee on corporate governance to Indian Banks SEBI committee on corporate governance to Indian Banks

33. Pillars of CG Accountability Transparency Predictability Participation

34. National foundation for CG was setup by the ministry of corporate Affairs To provide wide platform to discuss the affairs relating to Good CG Follow CG Voluntary guidelines 2009 Report of the task force (Naresh Chandra) and recommendations of ICSI- for Strengthen CG