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

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.

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

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

• “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.

• 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.

• 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

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

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.

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.

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.

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

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

• 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.

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.

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

• 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.

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

• 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

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

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.

• 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.

• “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.”

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.

• 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.

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.

• 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;

• 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

Steps taken by SEBI for strengthening corporate Steps taken by SEBI for strengthening corporate

governancegovernance

• 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.

• 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.

The basic objective of Corporate Governance would be The basic objective of Corporate Governance would be "enhancement of the long-term shareholders value "enhancement of the long-term shareholders value while at the same time protecting the interests of while at the same time protecting the interests of other stakeholders." 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.

REPORTS ON CORPORATE GOVERNANCE

• Report of the Cadbury committeeReport 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 K.M. Birla Committee for suggesting changes in

Listing AgreementListing Agreement

• SEBI committee on corporate governance to Indian SEBI committee on corporate governance to Indian

BanksBanks

Pillars of CG

• Accountability

• Transparency

• Predictability

• Participation

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