What is ethics?

Ethics are a system of moral principles and a branch of philosophy which defines what is
good for individuals and society.
At its simplest, ethics is a system of moral principles. They affect how people make decisions
and lead their lives.
Ethics is concerned with what is good for individuals and society and is also described as
moral philosophy.
The term is derived from the Greek word ethos which can mean custom, habit, character or
disposition.
Ethics covers the following dilemmas:

how to live a good life

our rights and responsibilities

the language of right and wrong

moral decisions - what is good and bad?

Our concepts of ethics have been derived from religions, philosophies and cultures. They
infuse debates on topics like abortion, human rights and professional conduct.
Approaches to ethics
Philosophers nowadays tend to divide ethical theories into three areas: metaethics, normative
ethics and applied ethics.

Meta-ethics deals with the nature of moral judgement. It looks at the origins and
meaning of ethical principles.

Normative ethics is concerned with the content of moral judgements and the criteria
for what is right or wrong.

Applied ethics looks at controversial topics like war, animal rights and capital
punishment

Importance of ethics
Primarily it is the individual, the consumer, the employee or the human social unit of the
society who benefits from ethics. In addition ethics is important because of the following:
1. Satisfying Basic Human Needs: Being fair, honest and ethical is one the basic
human needs. Every employee desires to be such himself and to work for an
organization that is fair and ethical in its practices.

2. Creating Credibility: An organization that is believed to be driven by moral values is

respected in the society even by those who may have no information about the
working and the businesses or an organization. Infosys, for example is perceived as an
organization for good corporate governance and social responsibility initiatives. This
perception is held far and wide even by those who do not even know what business
the organization is into.
3. Uniting People and Leadership: An organization driven by values is revered by its
employees also. They are the common thread that brings the employees and the
decision makers on a common platform. This goes a long way in aligning behaviours
within the organization towards achievement of one common goal or mission.
4. Improving Decision Making: A mans destiny is the sum totals of all the decisions
that he/she takes in course of his life. The same holds true for organizations.
Decisions are driven by values. For example an organization that does not value
competition will be fierce in its operations aiming to wipe out its competitors and
establish a monopoly in the market.
5. Long Term Gains: Organizations guided by ethics and values are profitable in the
long run, though in the short run they may seem to lose money. Tata group, one of the
largest business conglomerates in India was seen on the verge of decline at the
beginning of 1990s, which soon turned out to be otherwise. The same companys
Tata NANO car was predicted as a failure, and failed to do well but the same is
picking up fast now.
6. Securing the Society: Often ethics succeeds law in safeguarding the society. The law
machinery is often found acting as a mute spectator, unable to save the society and the
environment. Technology, for example is growing at such a fast pace that the by the
time law comes up with a regulation we have a newer technology with new threats
replacing the older one. Lawyers and public interest litigations may not help a great
deal but ethics can.
Ethics tries to create a sense of right and wrong in the organizations and often when the law
fails, it is the ethics that may stop organizations from harming the society or environment.

Values, attitudes and beliefs in Ethics

Belief:
A belief is an idea that a person holds as being true.
A person can base a belief upon certainties (e.g. mathematical principles), probabilities or
matters of faith.
A belief can come from different sources, including:

a persons own experiences or experiments

the acceptance of cultural and societal norms (e.g. religion)


What other people say (e.g. education or mentoring).
A potential belief sits with the person until they accept it as truth, and adopt it as part of their
individual belief system.
Each person evaluates and seeks sound reasons or evidence for these potential beliefs in their
own way.
Once a person accepts a belief as a truth they are willing to defend, it can be said to form part
of their belief system.
Values:
Values are stable long-lasting beliefs about what is important to a person. They become
standards by which people order their lives and make their choices.
A belief will develop into a value when the persons commitment to it grows and they see it
as being important.
It is possible to categorise beliefs into different types of values examples include values that
relate to happiness, wealth, career success or family.
A person must be able to articulate their values in order to make clear, rational, responsible
and consistent decisions.
Attitude:
Attitudes are the mental dispositions people have towards others and the current
circumstances before making decisions that result in behaviour. People primarily form their
attitudes from underlying values and beliefs.
However, factors which may not have been internalised as beliefs and values can still
influence a persons attitudes at the point of decision-making. Typical influences include the
desire to please, political correctness, convenience, peer pressure, and psychological
stressors.

Situational analysis of ethical problems

Situation analysis of ethical problems teaches that ethical decisions should follow flexible
guidelines rather than absolute rules, and be taken on a case by case basis. When faced with
an ethical issue, it is important to remember that there is seldom only one correct way in
which to act.

Recognising that there is an ethical question:

requires you to think about how you should act and what you should do in a given
situation

could relate to a situation and/or a decision that you make, which could be potentially
damaging to a client or a stakeholder

could involve a choice between a good and a bad outcome e.g. a situation where
Immigration New Zealand would decline your clients visa application because of certain
information that the client has disclosed to you, but of which Immigration New Zealand is
unaware.
Understanding the facts of the situation:

requires you to consider how you can learn more about the situation including making
enquiries and finding additional facts to ensure you have the best possible understanding
of the situation.
Understanding the options available to you:

requires you to identify and understand each option available to you

requires you to take into account any legislative requirements, professional standards
(such as the Code), immigration law and instructions, as these may influence your options.

Understanding the consequences of the options:

requires you to work out how different parties will be affected by each option - these
parties can include the client, stakeholders within the New Zealand immigration system,
your employer and other advisers

requires you to be aware that your overriding duty is always to act in the lawful and
legitimate interests of your client

requires you to ask yourself some searching questions, for example:

If I am going to act in a way that is adverse to my clients interests in any way,

am I justified in doing so?

Which option will produce the most good for my client even if it will upset
another person or cause me discomfort or loss?

Will this require me to act in a way that will harm someone else or go against
my personal beliefs or ethics?

Is there a way to act that will not damage my clients interests but will reduce
or prevent harm to another person or institution?

Is there a way to act that will not damage my clients interests and will allow
me to act in the way I believe is consistent with the type of adviser that I want to be?
Testing the option you plan to take:

requires you to consider the possible effects of all the different options

requires you to reflect on and thoroughly review the option that you plan to take in
doing so, you should ask yourself the following questions:

Am I feeling uncomfortable with what I am about to do?

If so, why am I feeling uncomfortable about this option?

Why am I making this decision?

Would I be happy if this was done to me?

Would I be happy explaining this to different parties within the New Zealand
immigration system and explaining why I did what I am planning to do?
Explaining the option you have decided on to those affected and to other interested
parties:

requires you to act in a way that your client, or another party, may not like or may find
difficult to understand

requires you to be able to justify your actions in a logical and straightforward manner
- if you cannot explain your actions, then it is more likely that you are acting on the basis
of your feelings or prejudices

will often require you to have kept excellent records that note the essentials of what
the issue was, what you did to resolve it, the options you considered and how you
communicated your decision to those affected.
Acting on the chosen option:

requires you to consider how you will go about implementing your decision

requires you to actually carry through with the action you decided to take.
Reflecting on the outcome:

requires you to assess how your decision turned out and what you learnt from this
specific situation - to objectively evaluate what has happened and whether the option you
took worked.

Social responsibility of a business

Major responsibility of business towards different sections of society are as : 1. Employees,
2. Owners, 3. Consumers, 4. Government, 5. Shareholders, 6. Community, 7. Environment!
Business depends on society for inputs like money, men, and skills and also for market where
products have to be sold to the customers. The business depends on society for existence,
sustenance and encouragement.
Being so much dependent on society, business also has a definite responsibility towards
different segments of society. Though profit making is one of main objectives of business but
it has to satisfy employees, consumer, government, community, shareholders also.
1. Employees:
No Enterprise can succeed without the whole-hearted cooperation of the employees.
Responsibility of business towards employees is in the form of training, promotion, proper
selection, fair wages, safety, health, workers education, comfortable working conditions,
participation management etc.
The employees should be taken into confidence while taking decisions affecting their
interests. The workers should be offered incentives for raising their performance. Mental,
physical, economic and cultural satisfaction of employees should be taken care of. If business
looks after the welfare of employees then they will also work whole heartedly for the
prosperity of business.
The committee that conducted social audit of TISCO (Tata Iron and Steel Company)
observes, not only should the company carry out its various obligations to the employees as
well as the larger community as a matter of principle, but this has also led to a higher degree
of efficiency in TISCO works and an unparalleled performance in industrial peace and
considerable team spirit and discipline which have all resulted in high productivity and
utilisation of capacity.Thus, by discharging its responsibility to employees the business
advances its own interests.
TATAS have been the first to enforce certain laws in favour of employees. Similarly Godrej
& Boyce, Shriram Industries and TVS groups are also good employers. Financial position of
company and economic conditions of nation should be taken into consideration while
spending on labour welfare during performance of responsibility towards employees.

2. Owners:
Business is accountable towards owners as well as managing business profitably, ensuring
fair and regular return on capital employed, consolidating financial position of business,
guaranteeing capital appreciation so as to enable the owners to withstand any business
contingencies.
3. Consumers:
Responsibility of business towards consumer extends to:
(i) Product:
Quality goods should be produced and supplied. Distribution system should make goods
easily available to avoid artificial scarcities and after sales service should be prompt. Buying
capacity and consumer preferences should be taken into consideration while deciding the
manufacturing policies. The care must be exercised in supplying the goods of quality which
has no adverse effect on the health of consumers.
(ii) Marketing:
To avoid being misled by wrong claims about products through improper advertisements or
otherwise, the consumer should be provided full information about the products including
their adverse effects, risks and care to be taken while using the products.
Consumers all over the world are, by and large, dissatisfied because the performance of
businessman is far from satisfactory. Consumer is not the king in our country but a vehicle
used by businessmen for driving towards the goal of profit maximisation.
As a result of which the concept of consumerism has come up to protect the rights of
consumers. Even the government is interfering in a big way to protect the interests of
consumers.
4. Government:
A number of legislatives are formed from time to time by the government for proper
regulation and control of business. Businessmen should comply with all legal requirements,
execute government contracts, pay taxes honestly and in time, make services of executives
available for government, suggest measures and send proposals to enact new laws for the
business.
A number of taxes are imposed on business for collecting revenue. Businessmen should pay
various taxes in time and help government in collecting funds. They should not resort to tax
evasions rather declare their incomes honestly and correctly.

But series of raids conducted on business houses clearly show that businessmen have failed to
discharge their responsibility towards government.

5. Shareholders:
Shareholders who are the owners of business should be provided with correct information
about company to enable them to give them true and fair position of the company to enable
them to decide about further investments.
Company should provide a fair return on the investment made by shareholders. If
shareholders do not get proper dividend then they will hesitate to invest additional funds in
the concern. Shareholders should be kept fully informed about the working of the company
for healthy growth of the business. The Companies Act 1956 also requires company to give
full disclosure in the published statements.
Company should strengthen the share prices by its growth, innovation and diversification. At
the same time shareholders shall also offer wholehearted support and co-operation to the
company to protect their own interests.
6. Community:
Responsibility of business towards community and society includes spending a part of profits
towards civic and educational facilities. Every industrial undertaking should take steps to
dispose of Industrial wastes in such a way that ecological balance is maintained and
environmental pollution is prevented.
Rehabilitating the population displaced by business units should also De part of responsibly
of business? Business houses should set up units at those places where sufficient space is
available for housing colonies of workers. The promotion of small scale industries will help
not only nation but will also help in building up a better society.
7. Environment:
Business should protect the environment which has acquired great importance all over the
world. Business can discharge the responsibility of protecting environment in following way:
(i) Preservation of Natural Resources:
Scarce natural resources should be used very carefully as these are depleting at a very fast
rate. The alternative sources can also be found out to save natural resources like to save

forests alternative to wood and pulp can be found, the use of coal can be reduced by
alternative source of energy.
(ii) Pollution Control:
Appropriate steps should be taken to prevent environmental pollution and to preserve
ecological balance. The industrial waste should be disposed off carefully or if possible can be
recycled to minimise pollution. The toxic wastes, excessive noise, chemical pesticides,
automobile exhaust etc. need to be checked from time to time.

Ethics at workplace
Workplace ethics and behavior are a crucial part of employment, as both are aspects that can
assist a company in its efforts to be profitable. In fact, ethics and behavior are just as
important to most companies as performance as high morale and teamwork are two
ingredients for success. Every business in every industry has certain guidelines to which its
employees must adhere, and frequently outline such aspects in employee handbooks.
Behavior
All companies specify what is acceptable behavior, and what is not, when hiring an
employee. Many even summarize expected conduct in job descriptions or during the
interview process. Behavior guidelines typically address topics, such as harassment, work
attire and language. Workers who dont follow codes of conduct may receive written and
verbal warnings, and ultimately be fired.
Integrity
A key component to workplace ethics and behavior is integrity, or being honest and doing the
right thing at all times. For example, health care employees who work with mentally or
physically challenged patients must possess a high degree of integrity, as those who manage
and work primarily with money. Workers with integrity also avoid gossip and sneakiness
while on the job.
Accountability
Taking responsibility for your actions is another major factor when it comes to workplace
ethics and behavior. That means showing up on scheduled workdays, as well as arriving on
time and putting in an honest effort while on the job. Workers who exhibit accountability are
honest when things go wrong, then work toward a resolution while remaining professional all
the while.

Teamwork
A vital aspect of the workplace is working well with others. That includes everyone from
peers to supervisors to customers. While not all employees will always like each other, they
do need to set aside their personal or even work-related differences to reach a larger goal. In
many instances, those who are not considered team players can face demotion or even
termination. On the other hand, those who work well with others often can advance on that
aspect alone, with teamwork sometimes even outweighing performance.
Commitment
Ethical and behavioral guidelines in the workplace often place a high amount of importance
on dedication. Although possessing the necessary skills is essential, a strong work ethic and
positive attitude toward the job can carry you a long way. Plus, dedication is often viewed in
the business world as contagious, meaning employees who give a strong effort can often
inspire their co-workers to do the same.

The Benefits & Importance of Ethics in the Workplace

Workplace ethics are significant to your business and provide numerous benefits.
Asset Protection
A strong ethical culture within your business is important in safeguarding your assets.
Employees who abide by your workplace ethics would be able to protect and respect your
businesss assets. For example, they would avoid making personal long distance calls using
the businesss lines. Workers can only respect company property when you treat them with
respect and dignity, which makes them feel proud to be working for your business. Ensure
that your workers perform in an environment with integrity and strong ethics. It increases
employee pride and discourages them from stealing supplies or equipment.
Satisfying Basic Human Needs: Being fair, honest and ethical is one the basic human needs.
Every employee desires to be such himself and to work for an organization that is fair and
ethical in its practices.
Productivity and Teamwork
Workplace ethics is integral in fostering increased productivity and teamwork among your
employees. It helps in aligning the values of your business with those of your workers.
Achieving this alignment requires that you encourage consistent dialogue regarding the
values of your business, which enhances community, integrity and openness among
employees. Ethics enable your workers to feel a strong alignment between their values and

those of your business. They show such feelings through increased productivity and
motivation.
Public Image
You earn a lot of respect and cultivate a strong image in the public domain when you make
ethical choices. For instance, you can fulfill your corporate social responsibility by reducing
waste discharge from your business. The public would consider your business to be operating
with honor and integrity while valuing people over profits. Building a strong public image
through ethical conduct also earns you more clients. Customers would develop trust in you
and do business with your organization.
Decision-Making
Ethical conduct in the workplace encourages a culture of making decisions based on ethics. It
also enhances accountability and transparency when undertaking any business decisions.
During turbulent times, a strong ethical culture guides you in managing such conflicts by
making the right moves. It can help you to introduce change successfully in your
organization, which can be a challenge. Ethical conduct within the business sensitizes you
and your staff on how to act consistently even in difficult times.
Long Term Gains: Organizations guided by ethics and values are profitable in the long run,
though in the short run they may seem to lose money. Tata group, one of the largest business
conglomerates in India was seen on the verge of decline at the beginning of 1990s, which
soon turned out to be otherwise. The same companys Tata NANO car was predicted as a
failure, and failed to do well but the same is picking up fast now.

Unethical behaviour in workplace

Unethical behavior in the workplace can be defined as any action that does not conform with
the standards of conduct established by the organization. Unethical behavior can occur in the
relationships between employees, in the way an employee goes about his business or how he
uses company resources. Unethical behavior can even break the law in some situations.
Inappropriate Computer Use
Employees may use company computers to engage in unethical behavior. For example, an
employee who is not permitted to use the Internet for personal reasons commits an unethical
act by shopping online while at work. Random Internet surfing takes away from the time she
spends on work-related activities. Employees sometimes use company email to spread
inappropriate websites or videos to co-workers, some of which could be deemed offensive by
the recipients.

Time Misuse
Unethical behavior can include "stealing" time from the company, as the company is
compensating employees and receiving no productivity in return. In addition to time spent on
aimless Internet surfing, time misuse can consist of extending breaks beyond the allotted
time, congregating around the water cooler or engaging in lengthy gossip sessions during
working time, falsifying time sheets, coming into work late or leaving early and running
personal errands while traveling on company business.
Sexual Harassment and Bullying
An employee could commit unethical behavior by sexually harassing co-workers. This could
involve making lewd comments, touching inappropriately or making unwanted sexual
advances. Bullying typically involves attempting to intimidate a co-worker by making
demeaning comments about him, spreading gossip or even making verbal or physical threats.
In general, a bully attempts to make the workplace as uncomfortable as possible for a coworker. In some cases, ongoing bullying can escalate into violence in the workplace.
Illegal Acts
Some unethical acts can also be illegal. For example, an employee who has access to a
company's financial records, such as a bookkeeper or accountant, could use her access and
expertise to embezzle company funds. An employee having access to personnel files, such as
a human resources representative, could commit identity theft and use employees' Social
Security numbers to raid bank accounts or fraudulently obtain credit cards. In cases such as
the 2001 Enron scandal, top company executives used questionable accounting practices to
manipulate the company's stock price for their own financial gain.

What Is Corporate Governance?

Corporate governance refers to the set of systems, principles and processes by which a
company is governed. They provide the guidelines as to how the company can be directed or
controlled such that it can fulfil its goals and objectives in a manner that adds to the value of
the company and is also beneficial for all stakeholders in the long term. Stakeholders in this
case would include everyone ranging from the board of directors, management, shareholders
to customers, employees and society. The management of the company hence assumes the
role of a trustee for all the others.
Principles of Corporate Governance

Stakeholder interests should be recognized by corporate governance. In particular,

taking the time to address non-shareholder stakeholders can help your company establish a
positive relationship with the community and the press.
Shareholder recognition is a key in maintaining a companys stock price. More often
than not, however, small shareholders with little impact on the stock price are brushed aside

to make way for the interests of majority shareholders and the executive board. Good
corporate governance seeks to make sure that all shareholders get a voice at general meetings
and are allowed to participate.
Board responsibilities must be clearly outlined to majority shareholders. All board
members must be on the same page and share a similar vision for the future of the company.
Ethical behaviour violations in favour of higher profits can cause massive civil and
legal problems down the road. Underpaying and abusing outsourced employees or skirting
around lax environmental regulations can come back and bite the company hard if ignored. A
code of conduct regarding ethical decisions should be established for all members of the
board.
Business transparency is the key to promoting shareholder trust. Financial records,
earnings reports and forward guidance should all be clearly stated without exaggeration or
creative accounting. Falsified financial records can cause your company to become a Ponzi
scheme, and will be dealt with accordingly.
Risk Mitigation: Corporate governance is of paramount importance to a company
and is almost as important as its primary business plan. When executed effectively, it can
prevent corporate scandals, fraud and the civil and criminal liability of the company. It also
enhances a companys image in the public eye as a self-policing company that is responsible
and worthy of shareholder and debt-holder capital. It dictates the shared philosophy, practices
and culture of an organization and its employees. A corporation without a system of corporate
governance is often regarded as a body without a soul or conscience. Corporate governance
keeps a company honest and out of trouble. If this shared philosophy breaks down, then
corners will be cut, products will be defective and management will grow complacent and
corrupt. The end result is a fall that will occur when gravity in the form of audited financial
reports, criminal investigations and federal probes finally catches up, bankrupting the
company overnight. Dishonest and unethical dealings can cause shareholders to flee out of
fear, distrust and disgust.

CORPORATE GOVERNANCE BEST PRACTICES

Right-sized governance practices will positively impact long-term corporate performance
but companies must design and implement those that both comply with legal requirements
and meet their particular needs. Here are the top 5 corporate governance best practices that
every Board of Directors can engage and that will benefit every company.
1. Build a strong, qualified board of directors and evaluate performance. Boards
should be comprised of directors who are knowledgeable and have expertise relevant
to the business and are qualified and competent, and have strong ethics and integrity,
diverse backgrounds and skill sets, and sufficient time to commit to their duties. How
do you build and keep such a Board?

o Identify gaps in the current director complement and the ideal qualities and
characteristics, and keep an "ever-green" list of suitable candidates to fill
Board vacancies.
o The majority of directors should be independent: not a member of
management and without any direct or indirect material relationship that could
interfere with their judgment.
o Develop an engaged Board where directors ask questions and challenge
management and don't just "rubber-stamp" management's recommendations.
o Educate them. Give new directors an orientation to familiarize them with the
business, their duties and the Board's expectations; reserve time in Board
meetings for on-going education about the business and governance matters.
o Regularly review Board mandates to assess whether Directors are fulfilling
their duties, and undertake meaningful evaluations of their performance.
2. Define roles and responsibilities. Establish clear lines of accountability among the
Board, Chair, CEO, Executive Officers and management:
o Create written mandates for the Board and each committee setting out their
duties and accountabilities.
o Delegate certain responsibilities to a sub-group of directors. Typical
committees include: audit, nominating, compensation and corporate
governance committees and "special committees" formed to evaluate proposed
transactions or opportunities.
o Develop written position descriptions for the Board Chair, Board committees,
the CEO and executive officers.
o Separate the roles of the Board Chair and the CEO: the Chair leads the Board
and ensures it's acting in the company's long-term best interests; the CEO
leads management, develops and implements business strategy and reports to
the Board.

3. Emphasize integrity and ethical dealing. Directors must declare conflicts of interest
and refrain from voting on matters in which they have an interest. They must adopt a
general culture of integrity in business dealing and comply with laws and policies
without fear of recrimination. To create and cultivate this culture:

o Adopt a conflict of interest policy, a code of business conduct, setting out the
company's requirements and process to report and deal with non-compliance,
and a Whistle-blower policy.
o Make someone responsible for oversight and management of these policies
and procedures.
4. Evaluate performance and make principled compensation decisions. The Board
should:
o Set directors' fees that will attract suitable candidates.
o Establish measurable performance targets for executive officers (including the
CEO), regularly assess and evaluate their performance against them and tie
compensation to performance.
o Establish a Compensation Committee comprised of independent directors to
develop and oversee executive compensation plans (including equity-based
ones like stock option plans).
5. Engage in effective risk management. Companies should regularly identify and
assess the risks they face, including financial, operational, reputational,
environmental, industry-related, and legal risks:
o The Board is responsible for strategic leadership in establishing the company's
risk tolerance and developing a framework and clear accountabilities for
managing risk. It should regularly review the adequacy of the systems and
controls management puts in place to identify, assess, mitigate and monitor
risk and the sufficiency of its reporting.
o Directors are responsible to understand the current and emerging short and
long-term risks the company faces and the performance implications. They
should challenge management's assumptions and the adequacy of the
company's risk management processes and procedures.

Role of board of directors

The Board assumes the following duties and responsibilities, some of which are initially
reviewed and recommended by the applicable Committee of the Board to the full Board for
approval:
A. Strategy and budget
1. Ensuring a strategic planning process is in place and approving, on at least an annual
basis, a Business Plan which takes into account, among other things, the longer term
opportunities and risks of the business;
2. Approving the Corporations annual operating and capital budgets;
3. Reviewing operating and financial performance results in relation to the Corporations
Business Plan and budgets;
B. Governance
1. Developing the Corporations approach to, and disclosure of, corporate governance
practices, including developing a Statement of Corporate Governance Principles and
Guidelines setting out the Boards expectations and responsibilities of individual
Directors.
2. Approving the nomination of Directors to the Board, as well as:
a.
Ensuring that a majority of the Corporations Directors have no direct or
indirect material relationship with the Corporation and are independent.
b.
Developing appropriate qualifications/criteria for the selection of Board
members, including criteria for determining Director Independence;
c.
Appointing the Board Chair and members of each Committee of the Board, in
consultation with the relevant Committee of the Board;
3. Determining who among the members of the Audit Committee of the Board qualify
as an Audit Committee Financial Expert, pursuant to applicable legislation, regulation
and listing requirements;
4. Providing an orientation program for new Directors to the Board and continuing
education opportunities for all Directors;
5.
Assessing annually the effectiveness and contribution of the Board and the Board
Chair.
6. Developing written position descriptions for the Board Chair and the Chair of each
Committee of the Board;
C. Chief Executive Officer, Officers and Compensation and Benefits Policies
1. Appointing the Chief Executive Officer and all other Officers of the Corporation;
2. Together with the Chief Executive Officer, developing a written position description
for the role of the Chief Executive Officer;

3. Developing the corporate goals and objectives that the Chief Executive Officer is
responsible for meeting and reviewing the performance of the Chief Executive Officer
against such corporate goals and objectives;
4. Approving the Corporations compensation policy for Directors;
5. Approving the Corporations compensation and benefits (including pension plans)
policy or any changes thereto for Officers and approving, by the independent
Directors, all forms of compensation for the Chief Executive Officer, as well as:
monitoring and reviewing, as appropriate, the administration, funding and
investment of the Corporations pension plans;
appointing, or removing, the custodian, trustee, or investment manager(s) for the
Corporations pension plans and fund(s);
6. Satisfying itself as to the integrity of the Chief Executive Officer, other Officers and
senior management personnel and that the Chief Executive Officer, other Officers and
senior management personnel create a culture of integrity throughout the
organization;
7. Providing stewardship in respect of succession planning, including the appointment,
training and monitoring of the Chief Executive Officer, other Officers and senior
management personnel;
D. Risk Management, Capital Management and Internal Controls
1. Identifying and assessing the principal risks of the Corporations business, and
ensuring the implementation of appropriate systems to manage and mitigate these
risks;
2. Ensuring full and complete disclosure of how the board oversees risk;
3 Ensuring the integrity of the Corporations internal control system and management
information systems and the safeguarding of the Corporations assets;
4. Reviewing, approving and, as required, overseeing compliance with the Corporations
Disclosure Policy by Directors, Officers and other management personnel and
employees;
5. Reviewing, approving and overseeing the Corporations disclosure controls and
procedures;
6. Reviewing and approving the Code of Business Conduct of the Corporation with the
purpose of promoting integrity and deterring wrongdoing, and encouraging and
promoting a culture of ethical business conduct and as required, overseeing
compliance with the Corporations Code of Business Conduct by Directors, Officers
and other management personnel and employees;
E. Financial Reporting, Auditors and Transactions
1. Reviewing and approving, as required, the Corporations financial statements and
related financial information;
2. Appointing, subject to approval of shareholders, (including terms and review of
engagement) and removing of the shareholders auditor;
3. Appointing (including responsibilities, budget and staffing) and removing of the
Corporations internal auditor;

4. Delegating (to the extent permitted by law) to the Chief Executive Officer, other
Officers and management personnel appropriate powers to manage the business and
affairs of the Corporation;

Role of CEO
Constantly Improve
The CEO must have the oath "If you can't do it better, why do it?" It under-scores the drive to
become an ever better and bigger company.
Mastering Science &Technology
The CEO must put the science and technology to work to create solutions for the customers
and for society
Integrity
The CEO must believe that his promise is his most vital product - 'our word is our bond'. The
relationships that are critical to the company's success depend entirely on maintaining the
highest ethical and moral standards. As a vital measure of integrity, the company will ensure
the health and safety of its communities, and protect the environment in all it does.
Respect for People
The CEO must believe in the inherent worth of people and should honour its relationships
with those who let it be part of their world.
The company's stake-holders are the engines of value creation; their imagination,
determination, and dedication are essential to growth. The company will work to celebrate
and reward the unique backgrounds, view-points, skills, and talents of everyone. Respect for
people is measured by how the company treats them, by the contributions that flow from the
company diversity, by the productivity of the company's relationships, and by a job well
done, no matter what the job. The company communities are the neighbors; their acceptance
of the company is vital to its ability to operate.
The customers are the company's partners in creating value; their loyalty is its greatest
reward. The share-holders are the beneficiaries of the company's success; their on-going
commitment to the company is based on returning to them superior profits over time.
The company's respect for people also extends to the consumers whose lives it touches. The
company will strive to answer people's most vital needs: for food, water, shelter,
transportation, communication, health and medicine.
Unity
The CEO must think like this, "We are one company, one team." The company believes that
succeeding as one enterprise is as important as succeeding independently. Balancing
empowerment and interdependence makes the company strong.

As one company, impact on the world is far greater than the impact of any one of its parts.
The company's stake-holders will work together, building relationships to create ever-greater
value for the customers and consumers the company serves. Outside-in Focus The company
believes that growth comes from looking at opportunity through the eyes of customers and all
those it serves. Taking an "outside-in" view ensures that the company's efforts are always
relevant and that the company's unique talents are applied to "real world" opportunities. The
company will see through the eyes of those whose lives the company affects, identifying
unmet needs and producing innovative and lasting solutions. The company will bring to this
task all of its experience and knowledge as the unique individuals the company are.
Agility
The CEO believes its future depends on speed and flexibility - mental, emotional and
physical. Responding resourcefully to society's fast-changing needs is the only road to
success. The company will meet the forces of change with power and grace. The company
will make course corrections that demonstrate flexibility as well as courage, and that
highlight the company's ability to keep itself aligned with a world in motion.
Innovation
The CEO believes that meaningful, productive change - solving problems - only comes by
looking at challenges and opportunities from new angles and exercising the company's
curiosity.
In the name of innovation, the company will make science a way of living. The company will
not only master the science of the physical world, but the science of the mind and heart. The
company's job is to unlock answers that make a fundamental difference to people's lives. The
company will use technology to help lead society forward. The company will conceive,
design, engineer, and execute solutions that remove barriers to human potential and
productivity.

Role of various committees in corporate governance

Audit Committee:
The Audit Committee of the Board, provides reassurance to the Board on the existence of an
effective internal control environment that ensures:
Efficiency and effectiveness of operations, both domestic and overseas;
Safeguarding of assets and adequacy of provisions for all liabilities;
Reliability of financial and other management information and adequacy of
disclosures;
Compliance with all relevant statutes.
The Audit Committee is empowered, pursuant to its terms of reference, to:
Investigate any activity within its terms of reference and to seek any information it
requires from any employee;

Obtain legal or other independent professional advice and to secure the attendance of
outsiders with relevant experience and expertise, when considered necessary.

Remuneration Committee
The Remuneration Committee of the Board, recommends to the Board the compensation
terms of Executive Directors and the senior most level of management immediately below
the Executive Directors. This Committee also has the responsibility for administering the
Employee Stock Option Schemes of the Company. Remuneration strategy should aim at
attracting and retaining high calibre talent. The remuneration policy, therefore, must be
market-led and should takes into account the competitive circumstance of each business so as
to attract and retain quality talent and leverage performance significantly.

Security holders Relationship Committee: To oversee redressal of shareholder and investor

grievances, and, approve sub-division / consolidation / issue of duplicate share certificates,
transmission of shares and issue & allotment of shares upon exercise of Options under the
Company's Employee Stock Option Schemes.
Nomination & Compensation Committee: To recommend to the Board
(i)

(ii)

nominations for membership of the CMC (Corporate Management

Committee) and the Board, and oversee succession for the senior most
level of management below the Executive Directors and
Compensation terms for Executive Directors and the senior most level of
management below the Executive Directors.

CSR and Sustainability Committee: To review, monitor and provide strategic direction to
the Company's CSR and sustainability practices towards fulfilling its objectives.
Terms of Reference of the Board Committees shall include:

Objectives, Role, Responsibilities

Authority / Powers

Membership & Quorum

Chairmanship

Tenure

Frequency of Meetings

Investor grievance committee: The Investors Grievance Committee of the Board, under the
nomenclature Investor Services Committee, oversees redressal of shareholder and investor
grievances, and, inter alia, approves sub-division / consolidation / transmission of shares,
issue of duplicate share certificates and issue & allotment of shares upon exercise of Options
by employees under the Companys Employee Stock Option Schemes.

Recommendation of various reports

Securities and Exchange Board of India constituted a Committee on Corporate Governance
under the Chairmanship of Mr Kumar Mangalam Birla. The committee observed that there
are companies, which have set high standards of governance while there are many more
whose practices are matters of concern. There is increasing concern about standards of
financial reporting and accountability especially after losses are suffered by investors and
leaders in the recent past, which could have been avoided with better and more transparent
reporting practices. Companies raise capital from market and investors suffered due to
unscrupulous managements that performed much worse than past reported figures. Bad
governance was also exemplified by allotment of promoters share at preferential prices
disproportionate to market value, affecting minority holders interests. Many corporates did
not pay heed to investors grievances. While there were enough rules and regulations to take
care of grievances, yet the inadequate implementation and the absence of severe penalty, left
much to be desired.
The Kumar Mangalam Committee made mandatory and non-mandatory recommendations.
Based on the recommendations of this Committee, a new clause 49 was incorporated in the
Stock Exchange Listing Agreements (Listing Agreements). The important aspects, in brief,
are:
(iii)
(iv)

(v)
(vi)
(vii)
(viii)

Board of Directors are accountable to shareholders.

Board controls are laid down code of conduct and accountable to
shareholders for creating, protecting and enhancing wealth and resources
of the Company reporting promptly in transparent manner while not
involving in day to day management.
Classification of non-executive directors into those who are independent
and those who are not.
Independent directors not to have material or pecuniary relations with the
Company/subsidiaries and if had, to disclose in Annual Report.
Laying emphasis on calibre of non-executive directors especially
independent directors.
Sufficient compensation package to attract talented non-executive
directors.

(ix)

(x)
(xi)

(xii)

Optimum combination of not less than 50% of non-executive directors and

of which companies with non-executive Chairman to have atleast one third
of independent directors and under executive Chairman atleast one half of
independent directors.
Nominee directors to be treated on par with any other director,
Qualified independent Audit committee to be setup with minimum of
three all being non-executive directors with one having financial and
accounting knowledge.
Corporate governance report to be part of Annual Report and disclosure on
directors remuneration etc., to be included.

Naresh Chandra Committee recommendations relate to the Auditor-Company relationship

and the role of Auditors. Report of the SEBI Committee on Corporate Governance
recommended that the mandatory recommendations on matters of disclosure of contingent
liabilities, CEO/CFO Certification, definition of Independent Director, independence of Audit
Committee and independent director exemptions in the report of the Naresh Chandra
Committee, relating to corporate governance, be implemented by SEBI.
Narayana Murthy Committee recommendations include role of Audit Committee, Related
party transactions, Risk management, compensation to NonExecutive Directors, Whistle
Blower Policy, Affairs of Subsidiary Companies, Analyst Reports and other non-mandatory
recommendations.

Code of conduct
Every organisation is committed to conducting its affairs ethically and lawfully. The Code of
Conduct establishes policies and procedures that are intended to guide employees, officers,
and directors in the performance of their duties and responsibilities and ensure compliance
with the Company's commitment to ethical and lawful conduct.
Basic Policies:
1. Compliance with Laws. The Company will conduct its business and affairs in compliance
with all laws, rules, and regulations and in accordance with the Company's high ethical
standards.
2. Work Environment. The Company will maintain a safe and drug-free work place that is
free from discrimination and harassment based on race, color, creed, religion, sex, age,
disability, national origin, ancestry, citizenship, armed forces service, marital or veteran
status, sexual orientation, or any other impermissible factor.
3. Manufacturing Products. The Company is committed to producing products that are safe
and effective. In manufacturing its products, the Company will comply with all applicable
laws and regulations, including those relating to the environment and occupational health and
safety.

4. Competitive Practices. The Company will compete for all business opportunities
vigorously, fairly, ethically and legally. The Company will comply with all antitrust and other
laws regulating competition and trade in each country where it conducts business and will not
discuss pricing, cost, production plans, business strategies, or any other proprietary or
confidential information with its competitors.
5. Marketing and Sales. The Company will represent its products and services accurately and
will comply with applicable regulatory and legal requirements governing the marketing and
sale of its products and services.
6. Recording and Reporting Information. In recognition of the fact that accurate information
is essential to the Company's ability to satisfy legal and regulatory obligations, all employees
and directors will record and report all information accurately and honestly. No employee or
director will sign or submit, or permit others to sign or submit on behalf of the Company, any
document or statement that he or she knows or has reason to believe is false.
7. Payments. The Company and its employees and directors will not make any improper
payments to government or non-government officials, employees, customers, persons, or
entities, nor will the Company or its employees and directors request or accept any improper
payment from suppliers, customers, or anyone seeking to do business with the Company.
8. Fair Dealing. Each employee and director will deal fairly with the Company's customers,
suppliers, competitors, independent auditors and other employees and will not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair dealing or practice.
9. Confidential Information. No employee or director will use, for his or her own personal
gain, or disclose to any third party, any confidential or proprietary information that he or she
obtained as a result of his or her employment with or relationship to the Company.
Confidential or proprietary information includes all non-public information that might be of
use to competitors or harmful to the Company and its customers if disclosed. No employee or
director will buy, sell, or deal in the Company's stock based on non-public information.
10. Political Contributions. The Company will make no corporate political contributions to
parties or individuals, even where such contributions may be legal, but encourages employees
and directors to participate in community affairs and to exercise citizenship responsibilities.
11. Corporate Opportunities. Employees and directors owe a duty to the Company to advance
its legitimate interests when the opportunity to do so arises. Employees and directors are
prohibited from (a) taking for themselves personally opportunities that are discovered
through the use of corporate property, information, or position, (b) using corporate property,
information, or position for personal gain, or (c) competing with the Company.

12. Conflicts of Interest. No employee or director will engage in any activity or have any
outside interest that might deprive the Company of his or her loyalty, interfere with the
satisfactory performance of his or her duties, make it difficult to perform his or her duties for
the Company objectively and effectively, or be harmful or detrimental to the Company.
Employees and directors must immediately disclose in writing any actual or potential conflict
of interest that they may have to the President or executive in charge of the applicable
division, subsidiary or operating unit, or to the Chief Executive Officer of the Company, for
resolution. A conflict of interest occurs when a person's private interest interferes or appears
to interfere in any way with the Company's interests and may also arise when an employee or
director or a member of his or her family receives improper personal benefits as a result of
his or her position with the Company.

Ethics in international scenario:

Business ethics are the accepted principles of right or wrong governing the conduct of
business people. An ethical strategy is a strategy or course of action that does not violate
these accepted principles.
Many of the ethical issues and dilemmas in international business are rooted in the fact that
political systems, law, economic development, and culture vary significantly from nation to
nation. In the international business setting, the most common ethical issues involve
Employment practices: Ethical issues associated with employment practices abroad include
- When work conditions in a host nation are clearly inferior to those in a multinationals home
nation, what standards should be applied? - While few would suggest that pay and work
conditions should be the same across nations, how much divergence is acceptable?
Human rights: Questions of human rights can arise in international business because basic
human rights still are not respected in many nations - Rights that we take for granted in
developed nations, such as freedom of association, freedom of speech, freedom of assembly,
freedom of movement, and freedom from political repression are by no means universally
accepted. The question that must be asked of firms operating internationally is: What is the
responsibility of a foreign multinational when operating in a country where basic human
rights are trampled on?
Environmental regulations: Ethical issues arise when environmental regulations in host
nations are far inferior to those in the home nation - Developing nations often lack
environmental regulations, and according to critics, the result can be higher levels of
pollution from the operations of multinationals than would be allowed at home.
Environmental questions take on added importance because some parts of the environment
are a public good that no one owns, but anyone can despoil - The tragedy of the commons
occurs when a resource held in common by all, but owned by no one, is overused by
individuals, resulting in its degradation

Corruption: Corruption has been a problem in almost every society in history, and it
continues to be one today. International businesses can, and have, gained economic
advantages by making payments to government officials. The United States passed the
Foreign Corrupt Practices Act to fight corruption - Outlawed the paying of bribes to foreign
government officials to gain business. In 1997, the trade and finance ministers from the
member states of the Organization for Economic Cooperation and Development (OECD)
followed the U.S. lead and adopted the Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions - Obliges member states to make the bribery
of foreign public officials a criminal offense
Moral obligation of multinational corporations: Multinational corporations have power
that comes from their control over resources and their ability to move production from
country to country. Moral philosophers argue that with power comes the social responsibility
for corporations to give something back to the societies that enable them to prosper and grow.

Social responsibility refers to the idea that businesspeople should consider the social
consequences of economic actions when making business decisions
Advocates of this approach argue that businesses need to recognize their noblesse
oblige (benevolent behavior that is the responsibility of successful enterprises)

Ethical Dilemma in a cross cultural Set up

International companies are confronted with a variety of decisions that create ethical
dilemmas for the decision makers. Right- wrong,just-unjust derive their meaning and
true value from the attitudes of a given culture. Some ethical standards are culture-specific,
and one should not be surprised to find that an act that is considered quite ethical in one
culture may be looked upon with disregard in another.
Ethical issues concerning bribes
International businesses may be faced with a difficult situation of being involved in
corruption without even knowing it sometimes. In some cultures it is acceptable to offer
bribes to get a certain business transaction done. Bribery may come in many forms such as
money, flowers, gifts, favors and entertainment. Giving any sort of bribe is illegal and
unethical in the United States and the UK. However, in some countries there is no other way
of getting any business done other than offering bribes. Also, giving a gift in appreciation to
someone is considered as a bribe in United States, but it is a normal act in Romania, and a
business expense which can be written off in Germany or part of a prime cost in Japan. In
Romania, bribery is by law illegal.
Ethical issues and political affairs
In many countries, political officials are deeply involved in commercial businesses. You may
not even be able to work there without knowing someone in the government. In a country

where the government is heavily corrupted, the officials expect to be befriended and bribed.
International businesses could gain advantages by offering bribes to government officials.
However, it puts other companies at a disadvantage and is an unfair practice of business.
Ethical issues concerning illegal activities
When working in another country, it might be easy to forget your moral standards and fall
into the greed of making profit without any limitations. Sometimes if people arent held
responsible for their actions, it could make them become careless about other countries
resources, environment and people. Polluting the countrys environment, not following
standard employment practices, and evading taxes are all unethical and illegal. However,
when everyone else around you is doing all these illegal activities you feel like you will never
be held accountable for your actions if you also commit these acts.
What we must realize is that what may be deemed ethical in our own country is not
necessarily deemed as ethical in another country. This often makes conducting global
business quite hard. At one time, because we did not have the Internet, it was more of a
question of not accidentally disrespecting on anothers customs and traditions. However,
today, there is much more at stake. You must also not trample all over other businesses or
countries ethical code, while you remain true to your own businesses or countrys ethical
code.