Top Banner

of 410

Governance, Business Ethics and Sustainability

Mar 02, 2016

ReportDownload

Documents

  • PROFESSIONAL PROGRAMME

    STUDY MATERIAL

    GOVERNANCE

    BUSINESS ETHICS

    AND

    SUSTAINABILITY

    MODULE IV - PAPER 8

    ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003

    tel 011-4534 1000, 4150 4444 fax +91-11-2462 6727

    email [email protected] website www.icsi.edu

  • THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

    TIMING OF HEADQUARTERS

    Monday to Friday Office timings 9.00 A.M. to 5.30 P.M.

    Public dealing timings

    Without financial transactions 9.30 A.M. to 5.00 P.M.

    With financial transactions 9.30 A.M. to 4.00 P.M.

    Phones:

    41504444, 45341000

    Grams: COMPSEC

    Fax:

    011-24626727

    Website: www.icsi.edu

    E-mail:

    [email protected] Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi, and Printed at M.P. Printers, NOIDA/

  • PROFESSIONAL PROGRAMME

    GOVERNANCE, BUSINESS ETHICS AND SUSTAINABILITY

    IMPORTANT NOTE

    Corporate Governance has emerged as an important academic discipline in its own right, bringing together contributions from accounting, finance, law and management. Corporate governance now offers a comprehensive, interdisciplinary approach to the management and control of companies. Corporate professionals of today and tomorrow must imbibe in themselves the evolving principles of good corporate governance across the globe on a continual basis. Excellence can be bettered only through continuous study, research and academic and professional interaction of the highest quality in the theory and practice of good corporate governance. The corporate world looks upon especially Company Secretaries to provide the impetus, guidance and direction for achieving world-class corporate governance.

    Company Secretaries are the primary source of advice on the conduct of business for achieving this end. This can take into its fold everything from legal advice on conflicts of interest, through accounting advice, to the development of strategy and corporate compliance.

    The paper on Governance, Business Ethics and Sustainability has been introduced to provide knowledge on global development on governance, business ethics and sustainability and best governance practices in the corporate world.

    This paper would help in understanding of national and international governance norms, role of various governance forums at national and international level, ethical business practices, corporate sustainability, sustainability reporting etc.

    The amendments made upto March 2011 have been incorporated in this study material. Further students are advised to keep themselves abreast of latest developments on governance and sustainability issues by regularly reading economic dailies and visiting the websites of regulatory bodies, national and international corporate governance forums. Students are also advised to read regularly the Student Company Secretary/Chartered Secretary wherein all important regulatory amendments are reported regularly.

    Although care has been taken in publishing this study material, yet the possibility of errors, omissions and/or discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. In the event of any doubt, students may write to the Directorate of Academics and professional Development in the Institute for clarification.

    Should there be any discrepancy, error or omission in the study material, the Institute shall be obliged if the same is brought to its notice for issue of corrigendum in the Student Company Secretary.

    (iii)

  • (iv)

    PROFESSIONAL PROGRAMME

    SYLLABUS

    FOR

    GOVERNANCE, BUSINESS ETHICS AND SUSTAINABILITY

    Level of knowledge: Expert Knowledge

    Objective: To provide knowledge on global development and best practices in the corporate world.

    Detailed Contents:

    PART A: CORPORATE GOVERNANCE (50 MARKS)

    1. Evolution, concept, principles and development.

    2. Management structure for corporate governance; Board structure; building responsive boards - issue and challenges; effectiveness of Board, board committees and their functioning in particular audit committee, legal compliance committee and Stakeholders relationship committee; appraisal of Board performance, transparency and disclosure; internal control system and risk management.

    3. An analysis of legislative framework of corporate governance in various countries such as UK, USA, India.

    4. Corporate communication; art and craft of investors relations; shareholders activism, investor protection and changing role of Institutional Investors.

    5. Corporate Social Responsibility and good corporate citizenship.

    6. Various corporate governance forums - Common Wealth Association for Corporate Governance (CACG), Organization for Economic Cooperation Development (OECD), International Corporate Governance Network (ICGN), National Foundation for Corporate Governance (NFCG), etc.

    PART B: BUSINESS ETHICS (30 MARKS)

    7. Genesis, significance and scope; organization perspectives.

    8. Ethical principles in business codes and innovations.

    9. Concept of the stakeholders organization.

    10. Activity analysis, business dilemma versus decision, characteristics of ethical dilemmas; the dilemma resolution process; business ethics as a strategic management tool; stakeholders protection.

    11. Challenges of business ethics and corporate leadership.

  • (v)

    PART C: CORPORATE SUSTAINABILITY (20 MARKS)

    12. Genesis, meaning, nature, objectives, significance and scope of corporate sustainability.

    13. Sustainability reporting - frameworks and guidance; trends and drivers; business benefits of corporate sustainability reporting; leadership programmes and stakeholder engagement; corporate sustainability management systems.

    14. Legal framework; conventions and treaties on environmental, health and safety and social security issues.

    15. Principle of Absolute Liability - Case studies.

    16. Contemporary developments.

  • (vi)

    LIST OF RECOMMENDED BOOKS

    GOVERNANCE, BUSINESS ETHICS AND SUSTAINABILITY

    Recommended Readings and References:

    1.

    ICSI & Taxmann Publication Corporate Governance (Modules of Best Practices); Taxmann, 59/32, New Rohtak Road, New Delhi 110 005

    2. A C Fernando

    Corporate Governance: Principles, Policies and Practices; Dorling Kindersley India (Pvt.) Ltd., 482, F I E Patparganj, Delhi 110 092

    3. Inderjit Dube Corporate Governance; LexisNexis Butterworths Wadhwa Nagpur, C33 Inner Circle, Connaught Place, New Delhi 110 001

    4. Sanjiv Agarwal

    Corporate Governance: Concept & Dimensions; Snow white Publications P Ltd., Jer Mahal, 532, Kalba Devi Road, Mumbai

    5. Edited by P V Sarma & S Rajani

    Corporate Governance : Contemporary Issues and Challenges; Vedams eBooks (P) Ltd., Vardhman Charve Plaza IV, Building No. 9, K P Block, Pitampura, New Delhi 110 034

    6. John Carver Board Leadership; Jossey-Bass Books, 989 Market Street, San Francisco, CA 94103-1741

    7. Christine Mallin The Role of Institutional Investors in Corporate Governance

    8. K R Sampath

    Law of Corporate Governance: Principles and Perspective; Snow white Publications P Ltd., Jer Mahal, 532, Kalba Devi Road, Mumbai

    9. Monograph on Position, duties & Liabilities of Directors

    ICSI Publication

    10. Guidance Note on Boards Report

    ICSI Publication

    11. Guidance Note on Corporate Governance Certification

    ICSI Publication

  • (vii)

    12. O.C. Farell, John Paul Fraedrich & Linda Ferrell

    Business Ethics Decision Making and Cases; Biztantra, An Impront of Dreamtech Press, 19-A, Ansari Road Daryaganj, New Delhi-110 092

    13. Edited by Robert E Frederick A Companion to Business Ethics; Blackwell Publishers Limited, 108, Cowley Road, Oxford OX4 1JF, UK

    14. Ashok K. Nadhani Business Ethics & Business Communications; Taxmann Publications Pvt. Ltd., 59/32, New Rohtak Road, New Delhi-110 005

    15. Manual G Velasquez Business Ethics: Concepts and Cases

    www.nfcgindia.org

    www.oecd.org

    www.iod.co.uk

    www.gcgf.org

    www.icgn.org

    www.commonwealthfoundation.com

    www.conference-board.org/

    www.ecgi.org

    www.acga-asia.org

    www.coso.org

    http://www.ibe.org.uk/

    http://www.globalethics.org/

    www.unglobalcompact.org

    unfccc.int

    www.globalreporting.org

    www.sustainability.com

    www.ethics.org

  • (viii)

    BRIEF CONTENTS

    Study Lesson No. Topic

    PART A: CORPORATE GOVERNANCE

    I. Evolution and Development of Concept of Corporate Governance

    II. Issues and Challenges of an Effective Board

    III. Committees of the Board

    IV. Internal Control Systems and Risk Management

    V. Legislative Framework of Corporate Governance in India

    VI. Legislative Framework of Corporate Governance - An International Perspective

    VII. Corporate Social Responsibility

    VIII. Investor Protection and Corporate Communication

    IX. Corporate Governance Forums

    PART B: BUSINESS ETHICS

    X. Business Ethics Genesis, Significance and Scope

    XI. Ethical Principles in business

    XII. Concept of Stakeholders Organization

    PART C: SUSTAINABILITY

    XIII. Corporate Sustainability

    XIV. Sustainability Reporting

    XV. Legal Framework; Con

Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.