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Governance & Ethics

Jan 02, 2016

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Governance business ethics and sustainability

  • PROFESSIONAL PROGRAMME

    GOVERNANCE, BUSINESS ETHICS AND SUSTAINABILITY DETAILED C O N T E N T S

    PART A STUDY I

    EVOLUTION AND DEVELOPMENT OF CONCEPT OF CORPORATE GOVERNANCE

    Learning Objectives Introduction Definitions of Corporate Governance Need for Corporate Governance Evidence of Corporate Governance from Arthashastra Corporate Governance in U.S.A. Corporate Governance in UK Cadbury Report Other developments Developments in India CIIs Desirable Corporate Governance: A Code Kumara Mangalam Birla Committee Task Force on Corporate Excellence through Governance Naresh Chandra Committee N R Narayana Murthy Committte Dr. J J Irani Expert Committee on Company Law Corporate Governance Through Listing Agreement Corporate Governance Voluntary Guidelines, 2009 Elements of Good Corporate Governance Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY II

    ISSUES AND CHALLENGES OF AN EFFECTIVE BOARD

    Learning Objectives Introduction

  • Segment I Role of Directors Types of Board Types of Directors Executive Director Non-executive Director Shadow Director Independent Director Statement of Independence Tenure of Independent Director Role of Independent Director Legal Position of Independent Director Lead Independent Director Role of Chairman Chief Executive Officer Company Secretary Board Composition Segment II Board Charter Board Processes Board Meetings Segment III Responsibilities of Board Responsibility for Leadership Relationship between Directors and Executives The Key Difference between Directors and Managers Barriers to visionary leadership Segment IV Training of Directors Need, Objective and methodology Director Induction Directors Development programmes Performance review of Board and individual director Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS STUDY III

    COMMITTEES OF THE BOARD Learning Objectives Introduction

  • Need and advantages of Committee Management Various Committees of the Board Mandatory Committees Audit Committee Shareholders Grievance Committee Non-Mandatory Committees Remuneration Committee Nomination Committee Corporate Governance Committee Corporate Compliance Committee Risk Management Committee Lesson Round-Up

    SELF-TEST QUESTIONS STUDY IV

    INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

    Learning Objectives Introduction Segment I Internal Control System COSOs Internal Control Framework Roles and responsibilities with regard to internal control Conclusion Risk Management Definitions and Types of Risk Risk Management Process Advantages of Risk Management Steps in Risk Management Fraud Risk Management Reputation Risk Management Non-Compliance Risk Management Responsibility of risk management Role of Company Secretary Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY V LEGISLATIVE FRAMEWORK OF CORPORATE

    GOVERNANCE IN INDIA Learning Objectives Introduction Board Structure

  • Disclosure and Transparency Under Companies Act, 1956 Under listing agreement Under SEBI Guidelines, Rules, Regulations etc. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 SEBI (SAST) Regulations, 1997 SEBI (Prohibition of Insider Trading) Regulations, 1992 Related Party Transactions Shareholder rights Corporate Governance in PSUs Corporate Governance in Insurance Sector Diligence Report in Banks Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY VI

    LEGISLATIVE FRAMEWORK OF CORPORATE GOVERNANCE AN INTERNATIONAL PERSPECTIVE

    Learning Objectives Introduction United States of America

    Sarbanes Oxley Act, 2002 New York Stock Exchange Listing Rules United Kingdom Corporate Governance in UK Australia Lesson Round-Up SELF-TEST QUESTIONS

    STUDY VII

    CORPORATE SOCIAL RESPONSIBILITY

    Learning Objectives Introduction Corporate Social Responsibility (CSR)-Defined Difference between CSR and philanthropy/charity

  • Advantages of good corporate citizenship Corporate Citizenship-beyond the mandate of law Factors influencing CSR Corporate Social Responsibility Voluntary Guidelines, 2009 Triple bottom line approach of CSR Some CSR Reporting Frameworks CSR Assessment Conclusion Lesson Round-Up SELF-TEST QUESTIONS

    STUDY VIII INVESTOR PROTECTION AND CORPORATE COMMUNICATION

    Learning Objectives Investors and the need for protection Institutional investors Role of Institutional investors on good corporate governance Institutional investors- Global Trends (i) Institutional Shareholders Committee (ii) U.K. Stewardship Code 2010 (iii) Principles of Responsible Investment (iv) California Public Employees Retirement System Tools used by Institutional Investors Investor Protection in India Insider Trading Investor Education & Protection Fund Shareholder Activism Investor relations Corporate Communication Benefits of good corporate communication Corporate Communication Policy The Advantages of Corporate Blogging Lesson Round-Up SELF-TEST QUESTIONS

    STUDY IX CORPORATE GOVERNANCE FORUMS

    Learning Objectives Introduction ICSI National Foundation for Corporate Governance

  • Organisation for Economic Development and Co-operation Global Corporate Governance Forum Institute of Directors, UK Commonwealth Association of Corporate Governance International Corporate Governance Network The European Corporate Governance Institute Conference Board The Asian Corporate Governance Association Corporate Secretaries International Association Lesson Round-Up SELF-TEST QUESTIONS

    PART B

    STUDY X BUSINESS ETHICS GENESIS, SIGNIFICANCE AND SCOPE

    Learning Objectives Concept of Business ethics Ethics Philosophies Scope of Business Ethics Ethics in Compliance Ethics in Finance Ethics in Human Resources Ethics in Marketing Ethics in Production Advantages of Business Ethics Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY XI ETHICAL PRINCIPLES IN BUSINESS

    Learning Objectives Introduction Role of Board of directors Organization structure and ethics Ethics programme Code of Ethics Code of conduct

  • Credo Ethics training and communication Ethics Committee Integrity Pact Concept of Whistle Blower Features of good ethics programme Role of leadership Social and ethical accounting Ethics audit Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY XII CONCEPT OF STAKEHOLDERS ORGANIZATION

    Learning Objectives Introduction Recognition of Stakeholder Concept in Law Thesis in Stakeholder theory Types of Stakeholders Stakeholder engagement Stakeholder analysis Activity Analysis The Caux Round Table The Clarkson Principle of Stakeholder Management Ethical Dilemma Characteristics of Ethical Decisions Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS PART C

    STUDY XIII CORPORATE SUSTAINABILITY

    Learning Objectives Introduction Concept Sustainable Development What is corporate sustainability? KYOSEI

  • Triple Bottom Line (TBL) Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY XIV SUSTAINABILITY REPORTING

    Learning Objectives Introduction Life Cycle Assessment Ecological Footprint Environmental Performance Index Global Reporting Initiative UN Global Compact Dow-Jones Sustainability Index Environment, Social, Governance (ESG) Index Benefits of sustainability reporting Development of successful sustainability report Sustainability Reporting in Emerging Economies Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY XV LEGAL FRAMEWORK; CONVENTIONS AND TREATIES ON ENVIRONMENT,

    HEALTH, SAFETY AND SOCIAL SECURITY ISSUES

    Learning Objectives Introduction United Nations Conference on Human Environment United Nations Environment Programme Brundtland Commission United Nations Conference on Environment and Development Agenda 21 Rio Declaration on Environment and Development Statement of Forest Principles United Nations Framework Convention on climate change

  • Convention on Biological Diversity Kyoto Protocol Bali Road Map International Forest Carbon Initiative International Labour Organisation Environment Protection in India Regulatory Framework Lesson Round-Up

    SELF-TEST QUESTIONS

    STUDY XVI PRINCIPLES OF ABSOLUTE LIABILITY

    Learning Objectives Introduction Rule in Rylands v. Fletcher Applicability of Rylands Doctrine in India Bhopal Gas Disaster Hazardous or inherently dangerous industry Water Pollution Corporate Manslaughter and Corporate Homicide Act 2007, United Kingdom Conclusion Lesson Round-Up

    SELF-TEST QUESTIONS TEST PAPERS Test Paper 1/2011 Test Paper 2/2011 Test Paper 3/2011 Test Paper 4/2011 Test Paper 5/2011

    QUESTION PAPERS OF TWO PREVIOUS SESSIONS

  • PROFESSIONAL PROGRAMME

    GOVERNANCE, BUSINESS ETHICS AND SUSTAINABILITY

    STUDY I EVOLUTION AND DEVELOPMENT OF CONCEPT OF

    CORPORATE GOVERNANCE

    LEARNING OBJECTIVES

    The objective of this study lesson is to enable the students to understand Genesis and concept of Corporate Governance Definitions of Corporate Governance Need for Corporate Governance Developments of Corporate Governance in USA and UK Developments of Corporate Governance in India Objectives of Corporate Governance Elements of Corporate Governance

    INTRODUCTION Noble laureate Milton Friedman defined Corporate Governance as the conduct

    of business in accordance with shareholders desires, which generally is to make as much money as possible, while conforming to the basic ru