Professional Documents
Culture Documents
2. PERSONAL ETHICS
3. ETHICS IN MANAGEMENT
5. CORPORATE GOVERNANCE
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Unit 1
Business Ethics
What is Ethics? A
system of moral principles, rules and conduct. The ability to distinguish between right and
wrong and act accordingly.
Introduction
In Latin language ethics is called Ethicus. In Greek it is called Ethikos and root word Ethos
which means character, custom or habits also means ―way of living‖. Ethics is a branch of
philosophy that is concerned with human conduct. It consists in a code of conduct of human
beings living in a society. It studies what is morally right or wrong, just or unjust.
For instance, a doctor has his medical ethics to follow. It is ethical for a doctor to treat a person
be it a terrorist or a soldier from the opposite army. However, his morals may be totally against
it.
Similarly for morals, an example regarding abortion can be placed. Abortion is totally legal and
allowed in the medical ethics. However, it is against the morality of human kind.
Sources of Ethics
General Inheritance
Religion
Philosophical & Legal Systems
Differences between ethics & morals
Morals are personal codes while ethics are codes followed by a group or culture.
Morals of a person do not change with time while his ethics can.
Morals differ from person to person while ethics are similar in the group.
Morals are based on religion whereas ethics are based on philosophy.
Differences between Ethics & Law
Ethics are rules of conduct. Laws are rules developed by governments in order to provide
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Ethics comes from people‘s awareness of what is right and wrong. Laws are enforced by
governments to its people.
Ethics are moral codes which every person must conform to. Laws are codifications of ethics
meant to regulate society.
Ethics does not carry any punishment to anyone who violates it. The law will punish anyone who
happens to violate it.
Ethics comes from within a person‘s moral values. Laws are made with ethics as a guiding
principle.
Thus ethics can be considered as the source of character of a person expressed as right or wrong,
conduct or action.
Nature of Ethics
1. Ethics is the study of human conduct with respect to its rightness or wrongness in the
light of a supreme standard.
2. Ethics is a science, concerned with a particular sphere of nature that deals with certain
judgments that we make about human conduct. It also talks about systematic explanation
of rightness or wrongness in a man‘s life.
3. Ethics is not an art. Art deals with acquiring new skills to produce objects. Rather it helps
us to justify rightness or goodness which can lead to the supreme goal of human life
4. Ethics is a branch of philosophy and moral philosophy which is concerned about what is
good for the society. It covers a whole family of things that have a real importance in
everyday life. Philosophy means love of wisdom and is the study of general and
fundamental problems concerning matters such as existence, knowledge, values, reason,
mind, and language.
Role of Ethics
The moral obligation and sense of duty, the responsibility for actions are included within
the scope of ethics.
Ethics deals with moral good in order to query the nature of human behaviour.
It merely debates over the moral consciousness and the various problems associated to it.
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It is concerned with the highest and absolute good.
Scope of Ethics
It determines rightness or wrongness of human actions. It does not enquire into the origin
and growth of human conduct.
Ethics is concerned with the highest good or absolute good. It investigates the nature of
its fundamental notions i.e. right, duty and good.
Ethics discusses the nature of human freedom. Ethics investigates what constitutes good
or bad, just or unjust.
Ethics is essentially related to all other branches of knowledge like sociology, political
science, economic, jurisprudence, law and legal study, psychology, anthropology, culture
study, ecology and environmental study, economics, religion, aesthetics and other similar
areas.
Studies human behavior and makes evaluative assessment about them as moral or
immoral.
Establishes moral standards/norms of behavior.
Ethics is a branch of social science. It deals with moral principles and social values. It
helps us to classify, what is good and what is bad? It tells us to do good things and avoid
doing bad things.
THUS If we ask this simple question: ‗why do we have to study ethics?‘ the simplest answer
is: It tells us how to act rightly. It has the value in guiding people in the practice of right
conduct or the art of living the good life.
Importance of Ethics
Social concern and responsibility – concern for consumers, are products safe and well
designed
Value in business – quality, team work, client focus, integrity, customer centric
Improves organizational effectiveness – clarity & streamline decision making at each
operating level
Healthy competition – expand your boundaries of abilities, better yourself, growth
Benefit for stakeholders – internal are owners employees managers, eternal are suppliers,
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Transactional Ethics
Man is a social animal. He has to react with others through different transactions.
Business transaction are the interaction between business and their customer. The
practice of ethics in all these transactions is called as transactional ethics. Eg. We need
vegetables & fruits likewise the vendor needs customers like us for survival and we both
are dependent on each other.
Equality Honesty & Reciprocity is indicated as the domain of transactional ethics.
Participatory Ethics
Guided by common good, all the participations follow some ethical practices.
Participatory ethics is an integral part of business ethics these are the action some of
which are guided by common interest and some share interest all participatory involved
in the business.
It is the ethics of the civil society. By participating on a regular basis in common projects
on behalf of general welfare, a corporation demonstrates that it can take seriously its
corporate citizenship.
Recognition Ethics
As human beings people are endowed with the ability to understand the problems of
others. This quality leads to the recognition of individuals, institutions, and societies.
Conflicting situations can be solved by the correct recognition of the situation.
Eg. The strong is helping the weak, The learned is helping the lesser learned, The
experienced is helping the new entrant.
Business Ethics
Definition of Business Ethics
According to ICAI
―The principles and standards that determine acceptable conduct in business organization.‖
"The ethics of business is the ethics of responsibility. The business man must promise that he
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will not harm knowingly." In short application of ethics to business is business ethics.
Good Business Ethics
The businessmen must give a regular supply of good quality goods and services at
reasonable prices to their consumers.
They must avoid indulging in unfair trade practices like adulteration, promoting
misleading advertisements, cheating in weights and measures, black marketing, etc.
They must give fair wages and provide good working conditions to their workers.
They must not exploit the workers.
They must encourage competition in the market.
They must protect the interest of small businessmen. They must avoid unfair competition.
They must avoid monopolies.
They must pay all their taxes regularly to the government.
In short, business ethics means to conduct business with a human touch in order to give
welfare to the society.
1. Accounting Practices
Being honest and transparent with finances is a basic expectation of shareholders, customers and
employees. It serves no one when organizations ―cook the books‖ whether it be intentionally or
accidentally. Careless accounting practices limit an organization‘s ability to operate with good
financial management. How can an organization budget be accurate when there is not complete
transparency in spending?
2. Truth-in-Selling
When an organization markets a product or service, they are obligated to deliver what was
promised to the customer. Whether it is a television ad or a print ad in the newspaper, the product
described should be what is delivered to the customer. Customer speaks ―We responded to a
furniture ad one time and when we went to the department store we discovered they were out of
that particular item and the sales person tried to sell us a similar item that was more expensive.
Needless to say we walked out and unfortunately the sting of the ―bait-and-switch‖ experience
kept us from visiting that department store again.‖
Service after the sale is what service integrity is all about. It is easy to make promises before a
sale but following up and ensuring a great customer experience is what makes some
organizations stand out over others.
We want you to be happy with your new glasses. That‘s why we‘ll repair or exchange them for
up to 30 days at no charge to you. This guarantee does not cover accidental damage, scratches or
breakage. Valid at participating locations.
5. Personal Integrity
It is important for business leaders to live a lifestyle of honesty, integrity and high ethical
standards because what these leaders do can harm the reputation of the organization. Two former
Tyco executives who have become the poster children for failed ethical leadership are a good
example of this. Both were sentenced up to 25 years in prisonafter stealing hundreds of millions
of dollars from the company. The scandal sadly generated negative press for Tyco and ultimately
affected the company‘s value and profitability.
6. Product Integrity
Product integrity is important to those of us who purchase products and services. This is when
public perception and brand recognition come into play.
7. Honesty
It applies to every part of business activity while making a profit. Honest businesses make profit
through ethical business strategies.
confidence increases about the quality, quantity, price etc of the products. They trust that ethical
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businessmen will not cheat them and build a long lasting relationship with such concerns.
Profitability
Business ethics are important to develop good and friendly relations between business and
society. This will result in regular supply of quality goods and services to the society, and in
return results in profits and growth of the economy.
Stop business malpractices : Some unscrupulous businessmen do business malpractices by
indulging in unfair trade practices like black-marketing, artificial high pricing, adulteration,
cheating in weights and measures, selling of duplicate and harmful products, hoarding, etc.
These business malpractices are harmful to the consumers. Business ethics help to stop these
business malpractices.
Improve customers' confidence : Business ethics are needed to improve the customers'
confidence about the quality, quantity, price, etc. of the products. The customers have more trust
and confidence in the businessmen who follow ethical rules. They feel that such businessmen
will not cheat them.
Survival of business : Business ethics are mandatory for the survival of business. The
businessmen who do not follow it will have short-term success, but they will fail in the long run.
This is because they can cheat a consumer only once. After that, the consumer will not buy
goods from that businessman. He will also tell others not to buy from that businessman. So this
will defame his image and provoke a negative publicity. This will result in failure of the
business. Therefore, if the businessmen do not follow ethical rules, he will fail in the market. So,
it is always better to follow appropriate code of conduct to survive in the market.
Safeguarding consumers' rights : The consumer has many rights such as right to health and
safety, right to be informed, right to choose, right to be heard, right to redress, etc. But many
businessmen do not respect and protect these rights. Business ethics are must to safeguard these
rights of the consumers.
Protecting employees and shareholders : Business ethics are required to protect the interest of
employees, shareholders, competitors, dealers, suppliers, etc. It protects them from exploitation
through unfair trade practices.
Develops good relations : Business ethics are important to develop good and friendly relations
between business and society. This will result in a regular supply of good quality goods and
services at low prices to the society. It will also result in profits for the businesses thereby
resulting in growth of economy.
Creates good image : Business ethics create a good image for the business and businessmen. If
the businessmen follow all ethical rules, then they will be fully accepted and not criticised by the
society. The society will always support those businessmen who follow this necessary code of
conduct.
Smooth functioning : If the business follows all the business ethics, then the employees,
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shareholders, consumers, dealers and suppliers will all be happy. So they will give full
cooperation to the business. This will result in smooth functioning of the business. So, the
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business will grow, expand and diversify easily and quickly. It will have more sales and more
profits.
Consumer movement : Business ethics are gaining importance because of the growth of the
consumer movement. Today, the consumers are aware of their rights. Now they are more
organised and hence cannot be cheated easily. They take actions against those businessmen who
indulge in bad business practices. They boycott poor quality, harmful, high-priced and
counterfeit (duplicate) goods. Therefore, the only way to survive in business is to be honest and
fair.
Consumer satisfaction : Today, the consumer is the king of the market. Any business simply
cannot survive without the consumers. Therefore, the main aim or objective of business is
consumer satisfaction. If the consumer is not satisfied, then there will be no sales and thus no
profits too. Consumer will be satisfied only if the business follows all the business ethics, and
hence are highly needed.
Importance of labour : Employees or workers play a very crucial role in the success of a
business. Therefore, business must use business ethics while dealing with the employees. The
business must give them proper wages and salaries and provide them with better working
conditions. There must be good relations between employer and employees. The employees must
also be given proper welfare facilities.
Healthy competition : The business must use business ethics while dealing with the
competitors. They must have healthy competition with the competitors. They must not do cut-
throat competition. Similarly, they must give equal opportunities to small-scale business. They
must avoid monopoly. This is because a monopoly is harmful to the consumers.
Reasons for upholding Business ethics:
Regardless of whether you believe good business ethics contribute to profits or not, poor ethics
will have a major impact on your bottom line. Without standards you have misinformed,
misguided and bad decisions being made, which can cause financial loss or injury to other
people, or the business. Many legal cases are raised because of people seeking compensation for
their losses as a result of business people making unethical decisions.
Thus, 12 individual principles that form the basis of business ethics, and are what you
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Loyalty
You need to be loyal to both your company, your team and yourself, while operating within a
strong moral compass.
Fair
In all of your actions, you must strive to be fair and just. Being an ethical executive means that
you are committed to being fair, employ justice in your decisions and treat all people equally,
with tolerance and acceptance of diversity.
Caring
This involves having a genuine concern for others, as well as a sense of compassion.
Respect
Being ethical means treating everyone with respect, demonstrating this by being courteous and
having an equal treatment of people regardless of who they are.
Excellence
Being ethical in business is also about pursuing excellence in everything that you do.
Being a Leader
You need to demonstrate the principles and ethics you want your team to live by, and take an
active role as a leader to be a positive role model.
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Morale
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Ethical business managers enhance the good reputation of a company, which at the same time
boosts the morale if its employees. The company reputation is very important, as well as the
pride and morale of their employees.
Accountable
Being ethical means holding yourself accountable, and acknowledging and accepting personal
accountability for their decisions, and any consequences.
1.Ethics in Compliance
2.Ethics in Finance
The ethical issues in finance that companies and employees are confronted with include:
4.Ethics in Marketing
Marketing ethics is the area of applied ethics which deals with the moral principles behind the
operation and regulation of marketing. The ethical issues confronted in this area include:
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The ethics of human resource management (HRM) covers those ethical issues arising around the
employer-employee relationship, such as the rights and duties owed between employer and
employee.
Discrimination issues i.e. discrimination on the bases of age, gender, race, religion,
disabilities, weight etc.
Sexual harassment.
Issues surrounding the representation of employees and the democratization of the workplace.
Issues affecting the privacy of the employee: workplace surveillance, drug testing.
Issues affecting the privacy of the employer: whistle-blowing.
Issues relating to the fairness of the employment contract and the balance of power between
employer and employee.
Occupational safety and health.
Companies tend to shift economic risks onto the shoulders of their employees. The boom of
performance-related pay systems and flexible employment contracts are indicators of these
newly established forms of shifting risk.
5.Ethics of Production
This area of business ethics deals with the duties of a company to ensure that products and
production processes do not cause harm.
Defective, addictive and inherently dangerous products and services eg. Tobacco, alcohol,
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Who as the greater rights to an idea: the company who trained the employee or the
employee themselves? As a result attempts to assert ownership and ethical disputes over
ownership arise.
The issues of ethics faced by intellectual property, knowledge & skills include
The practice of employing all the most talented people in a specific field,
regardless of need, in order to prevent any competitors employing them.
7. Ethics in Technology
The computer and world wide web are two most significant inventions of the twentieth
century. There are many ethical issues that arise from this technology. It is easy to gain
access to information. This leads to data mining (hacking), privacy invasion.
Customers
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1.Business ethics reduce a company's freedom to maximize its profit. For example, a
multinational company may move its manufacturing facility to a developing country to reduce
costs. Practices acceptable in that country, such as child labor, poor health and safety, poverty-
level wages and coerced employment, will not be tolerated by an ethical company.
Improvements in working conditions, such as a living wage and minimum health and safety
standards reduce the level of cost-savings that the company generates. However, it could be
argued that the restrictions on company freedom benefit wider society.
3.Customer to bear costs Some economists like Friedman believed that if business ethics is a
part of corporate culture, the customer would have to bear the cost of ethical practices of the
organization as some ethical practices increase product prices.
What is good for the society is sometimes not good for the business, and what is good for the
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Selling of liquor and tobacco in any society is not against business ethics though it may be
against the principles of social responsibility. The same applies to lotteries and gambling. But it
is certainly against business ethics as well as against social responsibility to entice minors to
engage in smoking and drinking.
2.Individual Characteristics
It refers to the attitude and lifestyles of each person individually. It includes values
(belief about right and wrong), Ego (strength of one‘s convictions) and degree of one‘s
control.
3.Environment
It refers to things around us. An organization uses abundant natural resources for its
production purposes and hence should be ethical in its utilization. It should follow the
principle of sustainable development and not exhaustive development.
4. Corporate Culture
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It is the set of shared values, beliefs, goals, norms that prevail within an organization.
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As in the case of Tyco where its organizational culture supports unethical practices. If the
company makes huge profits in unethical way then individuals who join the organization
would also have to practice unethical activities to survive in the company. As in the case
of Enron where many executives and managers knew the company was following some
illegal and unethical practices, but the executives and managers did not know how to
make the ethical decisions and corporate ethical culture. Thus they fall back and
managers have to pay in the form of fines and imprisonment.
6. Corporate governance
It is a set of systems and processes that a company follows to ensure that it is in the
best interest of the stake holders. Stake holders are the shareholders, customers, creditors,
government, suppliers and the community.
The idea of CSR came up in 1953 in H.R Bowen‘s ―Social Responsibilities of the Business‖. It is
responsibility of the business towards the society.
CSR can be explained as Corporate – means organized business, Social – means everything
dealing with people, Responsibility – means the accountability between the two i e Corporate &
Society.
Thus CSR means open and transparent business practice that is based on ethical values and
respect for the employees, communities & the environment.
Corporations are primarily business organizations run for the benefit of shareholders who have
responsibilities towards employees, customers, suppliers, communities, society.
In today‘s digital, fast speed world, each business, small or big, needs to have a CSR program in
place. If CSR is not yet part of your daily business practice, you must act fast. Or else you‘ll
loose the trust of the people who are important to your business.
So why CSR?
1. Satisfied employees.
Employees want to feel proud of the organization they work for. An employee with a positive
attitude towards the company, is less likely to look for a job elsewhere. It is also likely that you
will receive more job applications because people want to work for you.
More choice means a better workforce. Because of the high positive impact of CSR on employee
wellbeing and motivation, the role of HR in managing CSR projects is significant. Leads to
achievement of long term objective – decrease in crime, reduced employee turnover and
absenteeism.
2. Satisfied customers
Research shows that a strong record of CSR improves customers‘ attitude towards the company.
If a customer likes the company, he or she will buy more products or services and will be less
willing to change to another brand. Thus enhanced brand image and reputation
3. Positive PR
CSR provides the opportunity to share positive stories online and through traditional media.
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Companies no longer have to waste money on expensive advertising campaigns. Instead they
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A CSR program if conducted properly a company can reduce costs through CSR.
More efficient staff hire and retention- Safe-guarding interests of employees which
reduces labor-turnover
Implementing energy savings programs-like work at home, pooling cars to save energy
and creating a good image in the eyes of the society
Managing potential risks and liabilities more effectively-like changing the school timings
to avoid traffic menance indirectly helping the society
Less investment in traditional advertising-School giving free value added week-end
courses to be recognized in the vicinity, so need to advertise much for admissions in
papers.
A CSR program requires an open, outside oriented approach. The business must be in a constant
dialogue with customers, suppliers and other parties that affect the organization. Because of
continuous interaction with other parties, your business will be the first to know about new
business opportunities.
CSR is not something for the short term. It‘s all about achieving long term results and business
continuity.
Types of CSR
The corporation innovates in its manufacturing stage to reduce the production of environment
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harming by-products. It also promotes the use of non-renewable energy sources to prevent harm
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Businesses work with other organizations to improve the quality of life of the people in the
local community. The corporation joins hands with other organizations (usually Non-Profit
ones) to ensure the welfare of a local community‘s people. These organizations either fund
or receive funding from corporations to perform tasks that can improve the living
conditions of the community‘s people.
3. Human Resource (HR)-Based Corporate Social Responsibility (CSR) Projects that improve
the wellbeing of the staff. Corporations focus on the well-being of their own staff and improve
their living conditions. The companies may extend compassionate leaves like paternity leaves so
that the employee can look after his newborn. They can also provide medical insurance to their
employees to take care of accidents caused due to occupational hazards.
Philanthropy love for human, businesses donate money to a good cause, usually through
a charity partner. In a charity-based CSR, corporations donate to organizations or
individuals (usually through a charity partner) to improve their financial condition and for
their general upliftment. This is the most common form of a CSR activity. Most
corporations provide direct financial support to organizations or individuals who require
such assistance.
enterprises will want to do business and be associated with the corporation. This increases the
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corporation‘s prestige to such a high level that its name may become synonymous with reliability
and goodness.
This creates inconvenience to the customers, and they lose trust in the manufacturer.
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Customer Conviction
Initially, customers like to see the companies that they trust are engaged in social welfare
programs. They like the fact that these programs are for a good cause. Later, they grow wary of
it. If they don‘t see instant results from these programs, they think that these are nothing but PR
stunts. So it becomes difficult to convince customers that the results will take some time in
coming and that they should continue believing in the good intentions of the company.
Ethical functioning
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Their governance should be based on ethics, transparency and accountability ad not engage in
abusive, unfair, corruption.
Respect for Workers rights and welfare
Companies should provide a working environment that is safe, hygienic and humane. Access to
training and development of necessary skills for career advancement on an equal non-
discriminatory basis. Provide equal opportunities to all employees not employ child or forced
labour.
Approaches to CSR
Community-based development approach
The corporations work with local communities to better themselves. Eg Hosmat hospital and
Purvankara group have adapted to plant saplings on main roads and circles. Infosys and Times
group have adapted villages to educate their community children as well as develop new skills
for adults
Philanthropy Approach
Includes monetary donations an aids given to local organizations and impoverished communities
in developing countries. Eg Bill Gates foundation for African nations, Azim Premji Foundation
in India.
Incorporate CSR strategy into the Business strategy of an organization
Some organizations prohibit trading on products made from endangered animals like tiger skins,
snake skins, elephant ivory, deer skins etc.
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Crisis Management
What is Crisis?
Crisis is defined as any emergency situation which disturbs the employees as well as leads to
instability in the organization. Crisis affects an individual, group, organization or society on the
whole.
Characteristics of Crisis
Why Crisis?
The art of dealing with sudden and unexpected events which disturbs the employees,
organization as well as external clients refers to Crisis Management.
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The process of handling unexpected and sudden changes in organization culture is called as
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crisis management.
Need for Crisis Management
Crisis Management includes activities and processes which help the managers as well as
employees to analyze and understand events which might lead to crisis and uncertainty in
the organization.
Crisis Management enables the managers and employees to respond effectively to
changes in the organization culture.
It consists of effective coordination amongst the departments to overcome emergency
situations.
Employees at the time of crisis must communicate effectively with each other and try
their level best to overcome tough times. Points to keep in mind during crisis
Don‘t panic or spread rumours around. Be patient.
At the time of crisis the management should be in regular touch with the employees,
external clients, stake holders as well as media.
Avoid being too rigid. One should adapt well to changes and new situations.
A Crisis Management Team is formed to protect an organization against the adverse effects of
crisis. Crisis Management team prepares an organization for inevitable threats.
Prepare crisis management plan which works best during emergency situations
Encourage the employees to face problems with courage, determination and smile.
Motivate them not to lose hope and deliver their level best.
Help the organization come out of tough times and also prepare it for the future.
Board of directors
Media Advisors
Finance Director: To assess the financial implications of each type of disaster covered by the
plan, arrangement and disbursement of funds, maintains records of cost of crisis of the company.
Legal Counsel: Advises the team on possible legal implications of recommended actions.
How does Crisis Management Team function ?
Types of Crisis
Crisis refers to sudden unplanned events which cause major disturbances in the organization and
trigger a feeling of fear and threat amongst the employees.
1. Natural Crisis
Disturbances in the environment and nature lead to natural crisis.
Such events are generally beyond the control of human beings.
Tornadoes, Earthquakes, Hurricanes, Landslides, Tsunamis, Flood, Drought all
result in natural disaster.
2.
3. Technological Crisis
Technological crisis arises as a result of failure in technology. Problems in the
overall systems lead to technological crisis.
Breakdown of machine, corrupted software and so on give rise to technological
crisis.
4. Confrontation Crisis
Confrontation crises arise when employees fight amongst themselves. Individuals
do not agree to each other and eventually depend on non productive acts like
boycotts, strikes for indefinite periods and so on.
5. Crisis of Malevolence
Organizations face crisis of malevolence when some notorious employees take the
help of criminal activities and extreme steps to fulfill their demands.
Acts like kidnapping company‘s officials, false rumours all lead to crisis of
malevolence.
6. Crisis of Organizational Misdeeds
Crises of organizational misdeeds arise when management takes certain decisions
knowing the harmful consequences of the same towards the stakeholders and
external parties.
Crisis of organizational misdeeds can be further classified into following three types:
Communicating wrong information about the organization and products lead to crisis of
deception.
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Such a type of crisis arises when employees are indulged in violent acts such as
beating employees, superiors in the office premises itself.
Crisis Due to Rumours
Spreading false rumours about the organization and brand lead to crisis.
Employees must not spread anything which would tarnish the image of their
organization.
Bankruptcy
A crisis also arises when organizations fail to pay its creditors and other parties.
Lack of fund leads to crisis.
Crisis Due to Natural Factors
Disturbances in environment and nature such as hurricanes, volcanoes, storms,
flood; droughts, earthquakes etc result in crisis.
Sudden Crisis
As the name suggests, such situations arise all of a sudden and on an extremely
short notice.
Managers do not get warning signals and such a situation is in most cases beyond
any one‘s control.
Unit 2
Personal Ethics
What is ethics?
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.
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
Virtue ethics
Virtue ethics looks at virtue or moral character, rather than at ethical duties and rules, or the
consequences of actions - indeed some philosophers of this school deny that there can be such
things as universal ethical rules.
Virtue ethics is particularly concerned with the way individuals live their lives, and less
concerned in assessing particular actions.
It develops the idea of good actions by looking at the way virtuous people express their inner
goodness in the things that they do.
To put it very simply, virtue ethics teaches that an action is right if and only if it is an action that
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a virtuous person would do in the same circumstances, and that a virtuous person is someone
who has a particularly good character.
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Situation ethics
Situation ethics rejects prescriptive rules and argues that individual ethical decisions should be
made according to the unique situation.
Rather than following rules the decision maker should follow a desire to seek the best for the
people involved. There are no moral rules or rights - each case is unique and deserves a unique
solution.
Personal ethics
It is a category of philosophy that determines what an individual believes about morality and
right and wrong. This is usually distinguished from business ethics or legal ethics. These
branches of ethics come from outside organizations or governments, not the individual‘s
conscience. These branches of ethics occasionally overlap. Personal ethics can affect all areas of
life, including family, finances and relationships.
The basic principles and values that govern interactions among individuals.
Basically, ethics are your sense of right and wrong. Your morals and values that define how you
are as a person are your personal ethics. On the contrary, how you behave and conform to the
rules in a professional setting are your professional ethics
Not conforming to these may harm or Not adhering to these may harm your professional
hurt others. reputation.
A code of conduct serves as a reference for managers and employees when making decisions at
work.
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The primary aspect of codes of ethics is to provide the basic framework for ethical judgment for
a professional.
Personal Values
They signify the basis of all order whether social or moral. Leaders with strong virtuous
values are more likely to act ethically than leaders with non-existent value system.
Personal values for Indian Mangers
1. Honesty
Be honest with oneself and others. This builds integrity and transparency.
2. Hard work
We need to make a nation of hard workers. It was not resources but hard work that
transformed nations such as Japan after World War II.
3. Self-confidence
This has to be an intrinsic part of our approach in demanding what is due for our
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merit and ability and not undersell ourselves to the outside world, no matter what our
internal compulsions may be.
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4. Humility
Humility is a prerequisite for continuous learning from the environment. No matter
how good you are, someone out knows how to do things a little better.
5. Persistence
Nothing is ever achieved in one go. You owe it to yourself to make that one more try
that could make all the difference.
6. Passion in whatever you do
Passion is giving your 100 percent to what ever you take up, no matter how small or
seemingly unimportant.
2.Virtue of humility
Good things about you are your virtues. Humility is claimed to be a moral virtue in an ethical
system. It is the mother of all virtues. Humility is the quality or condition of being meek and
submissive. It is the opposite of pride. It guards against the common human feeling of egoist and
arrogance. Humility is the ultimate self-sacrifice. It is the sacrifice of one‘s ego. The virtue of
humility makes us modest and level headed about our achievements. It encourages us to abstain
from resting on our past achievements and help in growth and achieving further success in life.
Humility is the strength of the character of any person and not his weakness. But sometimes
people artificially show off humility through overly polite, over courteous behavior. Such
pretense of humility is a weakness of a character.
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The virtue of humility may be defined: ―A quality by which a person considering his own defects
has a lowly opinion of himself. And willingly submits himself to God and to others for God‘s
sake.
In ethics it means freedom from pride and arrogance, humbleness of mind, a modest estimate of
one‘s own worth. Pride brings trouble, destroys character and leads to destruction. Humility is
the opposite of pride.
Benefits of virtue of humility
The virtue of humility keeps God‘s command and will for us.
It brings self-honesty and understanding.
It enables us to lead an honorable life.
It reaps spiritual health.
It helps one to keep God‘s command and enter into heaven.
How to develop humility in oneself?
Conduct and hold an honest evaluation of yourself
Understand your limitations and possibilities.
Appreciate and esteem others.
Stop comparing it leads to pride.
Seek guidance from God
3.Proactive
Proactive means creating or controlling a situation rather than just responding to it after it has
happened. In other words it means acting in advance to deal with an expected difficulty. It is
thinking and acting ahead of anticipated events. This means using foresight.
Reactive is the opposite of proactive. Reactive people often hold a belief that they have no
control over a situation. This could relate to the behavior of an unreasonable stakeholder or the
issues that arise during a project. They surrender and wait until a potential problem has become a
burning issue before they take action. To be productive and effective you need to take a
proactive approach to managing. You can‘t sit back and simply hope for the best. You can‘t wait
to see what happens- you have to make things happen.
Being proactive does not mean being aggressive toward people. It does not mean wasting frantic
energy and creating chaos. Being proactive means stepping on to the plate in a calm, cool,
collected manner to get the job done.
To become more proactive mangers must engage in the following:
Spend time on your own with the team members identifying anything which could go
wrong in the organization. Do this as often as possible.
Ask team members as often as you can what is preventing them from moving forward or
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Accountability is taking responsibility for the consequences of your actions, whether they be
good or bad. Every company should have an officer or a team of people to monitor a company‘s
compliance to ethical standards, ensure transparency in all their actions, and to take
responsibility for whatever actions the company makes. These accountability teams serve as a
reminder to the company about how it is expected to perform.
Proactivity is more effective than being reactive because it allows a company more control and
heads off crisis and issues before they explode. It also mitigates any possible damage that may
arise from unforeseen events beyond the company‘s control. Being proactive is truly the key for
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business ethics.
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4.Purity of Mind
The world is based on the mind. All that happens in the world--joy or sorrow, sin or virtue, truth
or untruth--has its origin in the mind. The mind is like a mirror; it has no inherent power of its
own. Man commits many offences, knowingly or unknowingly, it is necessary to cleanse the
mirror of impurities on it. How is this to be done?
All that you have to do to achieve purity in thought, word and deed is to follow these five
injunctions: See no evil; see what is good. Think no evil; think what is good. Hear no evil; hear
what is good. Talk no evil; talk what is good. Do no evil; do what is good. When you adhere to
these five prescriptions as the very breath of your life, you will achieve purity of mind and
experience ineffable bliss.
Shaucha or purity is stressed in every religion. As a matter of fact, there cannot be any form of
spiritual life without purity in some form or the other. Blessed are the pure in heart, for they shall
see God. Purity, patience, and perseverance are the three essentials to success. Purification, thus,
in its true sense, is not something to be attained by a gradual process but an attitude of mind
which asserts one's true, pure, divine nature – either in relation to God or as the pure Atman.
We become pure or impure according to the object we love. Since God is supremely pure, to
love Him is to become truly pure.
How to attain purity?
First of all, we must stop leading a careless, unguarded life. The whole atmosphere around us is
polluted, not merely physically with dust, dirt, fumes and smoke, but also by vicious sounds and
sights, and by harmful thoughts and mental vibrations. Unfortunately, we are so impure that we
cannot detect these unholy thoughts and thus, we allow ourselves to be affected by them. The
already accumulated dirt within our subconscious mind gets stirred up by such evil associations.
The first step therefore, is to be aware of the internal and external evil environment, without
condemning ourselves or others.
The second step is to stop all evil inputs from the senses. If it requires one to stop seeing and
doing the impurities in the world, meeting with objectionable people, gossiping and talking ill of
others--it must be stopped and done with courage and determination.
Thirdly, brooding over the past, thinking of past follies and moral slips and failures, must be
given up. This may not be easy. We must therefore pray to God for help in forgetting the past
evil deeds. Brooding over the past never helps.
Purity of mind indicates a mind that has become one with divinity. God is thus the greatest
purifier. The ease with which divine thoughts arise in the mind indicates how pure the mind
really is. The more we think of God, the more we grow in purity.
Purity of mind is an important virtue of Indian managers.
Following are the important features of purity of mind given by S. K. Chakraborty:
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5.Promote Happiness
To promote happiness foremost requirement is to nurture relationships. One can promote
happiness only by taking control of one‘s body, be it by meditation or exercise which reduces
stress, worry and promote calm and positive emotions.
Express gratitude and appreciating life in general and all of its small gifts on a regular basis will
always boost your happiness. You will love this exercise and it will always bring you back to
what is truly important in your life. Doing acts of kindness will lead others to like and appreciate
you more. This will improve your social relationships. Kindness also increases confidence,
optimism, compassion and promotes purpose and meaning in life.
One should try to live in the present moment and find joy in everything you do. Worrying about
the future is prevalent in our information drenched society. Devote yourself to a goal. Happy
people find meaning and purpose in life through committing goals. We become more confident
as we accomplish our goals. Finding a goal provides structure in our lives. Find a goal that will
be personally rewarding and meaningful for you today.
"Go confidently in the direction of your dreams. Live the life you have imagined"
- Henry David Thoreau
4. Be introspective
Stepping back and considering where your thoughts, feelings and behaviors are coming from.
You might ask: Is that thought helpful? It that behavior necessary? Is there a better option? It
involves focusing and asking yourself if what you are doing or have done was right? Whether
such an action is required? This helps in reducing mistakes and overreacting in any situation.
5. Laugh
―Sometimes, we take life far too seriously,‖. Laughter may help make you happier, healthier and
releases stress. Research has identified that kids laugh about ten times more than adults and
hence live a happier life.
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Knowing and living your values will lead to a sense of balance, confidence and fulfillment.
7. Identify and use your individual strengths
Using your strengths helps you feel energized and empowered.
9. Practice gratitude
Being thankful makes one modest and improves ones image in others eyes. And when we
express our gratitude to someone, we get kindness and gratitude in return. The simple act of
identifying and then appreciating the things people do for us is a modern-day wonder drug.
-.
12. Get rid of rotten eggs. ―There‘s usually at least one rotten egg in your life that‘s dragging
down your mental outlook,‖ Identify your rotten eggs and figure out how to remove them. Your
rotten eggs might seem small. But even annoyances can add up and chip away at your mood and
well-being.
13. Aspire Feeling hopeful, having a sense of purpose, being optimistic. Study after study shows
that people who have created meaning in their lives are happier and more satisfied with their
lives. Using one's strengths in daily life, studies have found, curbs stress and increases self-
esteem and vitality.
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14.Give
Everything about giving is a no-brainer. Obviously, when you give someone something, you
make them happier. Numerous studies show that being kind not only makes us feel less
stressed, isolated and angry, but it makes us feel considerably happier, more connected
with the world, and more open to new experiences
15. Empathize
It's the ability to care about others. It is sais that people who have more self-compassion lead
healthier, more productive happier lives than those who are self-critical.
6.Karma Yoga
WHAT IS KARMA ?
Karma is a Sanskrit term. It means action or deed. Any physical or mental action is Karma.
Thinking is mental Karma. Karma is the sum total of our acts, both in the present life and in the
preceding births.
Karma means not only action, but also the result of an action. There is a hidden power in Karma
or action termed 'Adrishta' which brings in fruits of Karmas for the individual. The consequence
of an action is really not a separate thing. It is a part of the action and cannot be divided from it.
Man is threefold in his nature. He consists of Iccha, Jnana and Kriya. Iccha is desire or feeling.
Jnana is knowing. Kriya is willing. These three fashion his Karma. He knows objects like chair,
tree. He feels joy and sorrow. He wills - to do this, or not to do that.
Behind the action, there are desire and thought. A desire for an object arises in the mind. Then
you think how to get it. Then you exert to possess it. Desire, thought and action always go
together. They are the three threads, as it were, that are twisted into the cord of Karma.
Desire produces Karma. You work and exert to acquire the objects of your desire. Karma
produces its fruits as pain or pleasure. You will have to take births after births to reap the fruits
of your Karma. This is the Law of Karma.
KINDS OF KARMA
Karma is of three kinds, viz. Sanchita or the accumulated works, Prarabdha or the fructifying
works, and Kriyamana or the current works. Sanchita is all the accumulated Karmas of the past.
Part of it is seen in the character of man, in his tendencies and aptitudes, capacities, inclinations
and desires. Prarabdha is that portion of the part of Karma which is responsible for the present
body. It is ripe for reaping. It cannot be avoided or changed. It is only exhausted by being
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experienced. You pay your past debts. Kriyamana is that Karma which is now being made for the
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future.
God tells us ―As a man sows, so he shall reap.‖
By doing selfless service you purify your heart. Egoism, hatred, jealousy, ideas of superiority
and all the kindred negative qualities will vanish. You will develop humility, pure love,
sympathy, tolerance and mercy. Selfishness will be eradicated. You will get a broad and liberal
outlook on life. You will begin to feel oneness and unity. Eventually you will obtain knowledge
of the Self. You will realize One in all and All in one.
Karma yoga or Yoga of action is the process of achieving perfection in selfless action. Karma
Yoga is primarily the practise of selfless service to humanity whereby a spiritual seeker attempts
to give their actions selflessly without hoping for merit, fame or glory. This tendency for a
human being to have attachment to 'reward' from action. Practising Karma Yoga eventually
takes the seeker to the point of mental purification, oneness with humanity and inner peace by
continually offering action selflessly to God and humanity. Ultimately Karma Yoga practise
brings true Knowledge of the Self and prepares one to be receptive to the divine light of God.
Karma Yoga is the path of yoga that achieves mystical knowledge through the work done in day-
to-day life, by doing one‘s duty and work in such a way that the inmost knowledge comes
through. Karma means work or action. It is concerned with the correct way of doing work.
Karma Yoga is important because of the following reasons:
It ensures that we perform our obligations whether personal or professional in a truthful
way.
It help us to acquire the truth and integrity.
Karma yoga also says that when we work without attachment, we produce the best work.
It helps us to capture evils such as anger, hatred, fear etc.
It shows us how to tackle the infinite diversions that affect a practical life.
How to fulfil our duties and responsibilities in such a way that work itself leads us to
realization.
It‘s not what you do that counts, it‘s the attitude while doing it that determines if a job is a karma
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Same as attitude. It is not what you do that counts but your real motive behind it. Your motive
must be pure. Man generally plans to get the fruits of his works before he starts any kind of
work. The mind is so framed that it cannot think of any kind of work without remuneration or
reward. A selfish man cannot do any service. He will weigh the work and the money in a
balance.
Do Your Duty
Often "duty" is referred to as "righteousness". You will incur demerit if you shun your duty.
Your duty is towards God, or Self, or the Inner Teacher who teaches you through all the specific
circumstances of your life as they appear.
Do Your Best
Whatever you have to do, do your best. If you know of a better way to serve, you must use it. Do
not hold back because of fear of effort or because of fear of criticism. Do not work in a sloppy
manner just because no one is watching or because you feel the work is not for you. Give your
best. Try to do such actions that can bring maximum good and minimum evil. Do Karma Yoga
increasingly.
Give up Results
God is the doer. You are not the doer. You are only the instrument. The way to realize this truth
is to constantly work for work‘s sake and let go of the results, good or bad. It is the desire for
action that binds the individual.
Serve God
Do to others what you would like to be done to yourself. Love thy neighbor as thyself. Adapt,
adjust, accommodate. Bear insult, bear injury. Unity in Diversity. We are parts of the same body.
Practice humility in action. Beware of power, fame, name, praise, censure.
7.Flexibility
Effective managers and business leaders will have to develop themselves in order to progress
with their companies. Leaders are facilitators of change for organizations. They are the ones who
must first define and implement the changes that will lead the business to success. As change is
necessary for growth managers should be flexible and ready to accept change.
Managers who are unwilling to change have distinct characteristics that put them at risk for
dealing their company. If a manager continues to do things the old way while still expecting to
produce new results, it will be difficult for him to bring required consequences. It is
understandable that managers are cautious when considering a change, but it is essential that they
embrace the idea of adaptation to thrive and flexible to change.
Firstly, Managers must adapt to changes. Some find changes exciting and embrace it, while
others find it threatening. A balance of both opinions that is for and against change is healthy for
an organization.
Secondly, help the manager to understand his natural aversion to change. Once he is fully aware
of his aversion he will be flexible enough to develop his own way of helping himself to adapt to
change and demonstrate how the change will benefit both the organization and the individual.
Thirdly, ensure that the manager is focused on the importance and benefits of new priorities.
Change is not easy- humans are creatures of habit. Managers need to be aware that change is
essential without which companies will suffer. With substantial information supporting change
and increased awareness of the benefits of change, leaders should be flexible to adapt that and
develop for success.
………………………………………………………………………………………
Unit 3
Ethics in Management
1. Ethics in HRM
2. Ethics in Marketing
3. Ethics in Financial Management
4. Ethics in Technology
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Ethics in Management refers to the ethical treatment of all its various stakeholders as well as the
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general public.
Expectations of the stakeholders from the corporate (management)
Shareholders :
A regular return(dividend) on investment * Capital appreciation and increase in the market
capitalization of investment * Increase in the future earnings of the company * Better prospects
in future for the company
Employees:
Fair remuneration and incentives * stability and security of employment * improve standard of
living * opportunity to grow within the organization
Customers :
Provide quality goods and services at a fair price and on fair terms * Restrain from unfair trade
practices or restrictive trade practices * customer satisfaction * regular and prompt delivery of
goods and services
Competitors:
Restraint from adopting unfair trade practices and not violate competition law norms
Creditors:
Ability to pay the amount due on time as per contractual obligations * regular order of goods and
services
Government:
Behave as a responsible corporate citizen * prompt payment of all kinds of taxes, due taxes and
non-evasion of taxes * involvement in social causes like charities and donations
Community:
Growth in employment generation * protection of environment
Public:
Full environmental protection * avoidance of fraud within the company * caring for employees
safety issues.
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Areas of HRM ethics
Basic human rights
Civil and employment fight. (E.g. Job security, feedback from tests)
Safety in the workplace
Privacy
Justifiable treatment to employees. (E.g. Equity and equal opportunity)
Respect, fairness and honesty based process in the workplace
Role of HR in Promoting Ethics
1. Improve recruitment and selection tests, follow the recruitment policy that is identification of
the recruitment needs, monetary aspects, criteria of selection and preference etc.
2. Conduct ethics training. It is a short term process of training given to the HR of the
organization to do their work in adherence to the ethical code of conduct. The main advantages
are increased productivity, higher employee morale, less supervision, less wastage, etc.
3. Ensure that there are no pitfalls in performance appraisal. Performance appraisal should be
factual and there should not be any partiality or bias in the attitude towards the employees.
4. Rewards and disciplinary system
5. Improve and facilitate two way communication among all in the organization.
6. Avoid any kind of discrimination among the employees based on certain factors like caste,
colour, culture, religion, appearances etc.
7. Equal opportunities must be given to every employee for his advancement and development.
8. Measures should be taken for employee safety while working in the organization.
Unethical Practices of HRM
1. EMPLOYERS
Creating split in union leaders.
Biased attitude in selection, transfer, promotion etc.
Off-shoring and exploiting ‗cheap‘ labour markets.
Child labour & Sexual harassment.
Reneging on company pension agreements.
Physical violence.
Coercion.
Longer and inflexible working hours.
Putting on more stress on employees for increasing the productivity.
The use of disputed and dubious practices in hiring and firing of personnel.
Allowing differences in pay, discipline, promotion due to friendship with top management.
2. EMPLOYEES
False claim of personal details like age, qualifications etc.
Producing false certificates.
Taking decisions as per their convenience.
3. GOVERNMENT
Announcing the vacancies and not taking any action further.
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that employers do not appreciate and treat them fairly. Disparity in payment of salary scales,
provident funds and other benefits exist in some organizations.While deciding upon the payout
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there is pressure on favouring the interests of the top management in comparison to that of other
employees and stakeholders.
Privacy Issues
The four main types of employee privacy violations are Intrusion (locker and rest room
surveillance), publication of private matter, disclosure of medical records, appropriation of an
employee‘s name. Any person working with any organisation is an individual and has a personal
side to his existence which he demands should be respected and not intruded. The employee
wants the organisation to protect his/her personal life. This personal life may encompass things
like his religious, political and social beliefs etc. However certain situations may arise that
mandate snooping behaviours on the part of the employer. For example, mail scanning is one of
the activities used to track the activities of an employee who is believed to be engaged in
activities that are not in the larger benefit of the organisation.
Performance appraisal
Performance appraisal means evaluating the performance of employees based on performance
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standards. It aims at performance improvement. The technical problems likely to occur are
unclear standards, halo effect, leniency and personal bias.
Whistle blowing
Whistle blowing occurs when an employee informs the public of inappropriate activities going
on inside the organizations. Whistleblowing must be done based on an appropriate moral motive,
to avoid or expose moral violations etc.Responsibility of the Whistle Blower
Understand
own
Motivation,
Check for
Collect
simpler
evidence
solution
Personal Danger
Compliance Prevention
Monitor the
selection/appraisal/compensati
on system to check for any
discrimination
In outsourcing and offshoring: ensure that contractors, consultants and franchisees are fair and
honest in their dealings with employees, clients and customers.
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Avoid any kind of discrimination among the employees based on certain factors like caste,
colour, culture, religion, appearances.
Performance appraisal should be factual and there should not be any partiality or bias in the
attitude towards the employees. .
Conduct ethics training
Ensure privacy to employees
Basic Human rights
Treat people with dignity, respect and compassion to foster a trusting work environment free of
harassment and unlawful discrimination.
Giving opportunities to the employees equally to develop their competency skills.
Bring in the feeling of owning the organization, within employees so that the employees would
be committed towards the organization.
Laying down such policies and procedure which will ensure equitable treatment for all.
The individual goals on an employee must be streamlined with the organizational goals.
Hostile work environment is the type of sexual harassment that occurs when there are frequent
or pervasive unwanted sexual comments, advances, requests, or other similar conduct. It can also
occur when there is other verbal or physical conduct that is sexual in nature. This could include:
o Displays of inappropriate or offensive materials;
o Sexual jokes;
o Interference with someone‘s ability to move freely and
o Persistent, unwanted interactions, such as asking for dates continually.
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Ethics in Marketing
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Ethics is Is the art and science of determining good and bad or right or wrong moral behavior.
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Marketing Is the process of communicating the value of a product or service to customers, for
the purpose of selling the product or service.
Marketing ethics Refers to the application of marketing ethics into the marketing process. It is
the area of applied ethics which deals with the moral principles behind the operation and
regulation of marketing.
In short it means a standard by which a marketing action may be judged right or wrong
Why do we need ethics in marketing?
When an organization behaves ethically, customers develop more positive attitudes about the
firm, its products and its services.
product
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Major Ethical Issues in Marketing
1.Market Research
Market research is the collection and analysis of information about consumers, competitors and
the effectiveness of marketing programs. Some ethical problems in market research are Invasion
of privacy.
As companies conduct research they also come into contact with confidential and personal
information, which comes with a level of risk for both the business as well as the individual.
2.Stereotyping
Portraying an ideal body, weight or physical appearance can have potential harmful effects on
the individual such as low self-esteem issues.
3.Confidential information or Trade secrets
Confidential business information is a valuable corporate asset to the company that, if
inappropriately disclosed could harm the company, its associates, its customers and its
stockholders. Confidential information includes personnel data, technical information, research
data, marketing strategies and techniques. Employees should hold in strict confidence and should
not disclose to any person or entity any information deemed confidential by the company, except
for the benefit of the company‘s business and in strict compliance with company rules.
4.Fair Competition
The company should support competition based on quality, service and price. They should
conduct their affairs honestly, directly and fairly. They should comply with the antitrust laws and
follow policy of fair competition. The employees must never discuss with competitors any matter
directly involved in competition between their company and the competitor. E.g. sales price,
marketing strategies, market shares and sales policies. Must never engage in commercial bribery.
5.Fair dealing
Employees should deal fairly with the company‘s customers, suppliers, competitors and each
other. No associate should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any other unfair dealing
practice. All employees are required to comply with trade laws. Violation of trade laws results in
penalties for the company and for any associate or other person who participates in the violation.
6.Accepting gifts and bestowing benefits
Employees shall not seek or accept personal gain, directly or indirectly from anyone soliciting
business from or doing business with the company. Employees are not permitted to accept gifts
or to have any travel, living or entertainment expenses paid for themselves or members of their
families.
7.Unfair or Deceptive marketing practices
Misrepresentation, Omission or misleading practice when dealing with any element of the
marketing mix. Selling Hazardous or defective products without disclosing the dangers. Not
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honouring warranty obligations. False or greatly exaggerated product or service claims. Packages
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intentionally mislabelled as to contents, size, weight or use information that constitutes deceptive
packaging.
8.Offensive materials and objectionable marketing practices
When people feel that products or appeals are offensive they may pressure vendors to stop
carrying the product. Thus all promotional messages must be carefully screened and tested, and
communication media, programming and editorial content selected to match the tastes and
interests of targeted customers.
9.Product and distribution practices
Among the most frequently voiced complaints are ones about products that are unsafe, that are of
poor quality in content, that do not contain what is promoted or that go out of style or become
obsolete before they actually need replacing. Pressuring vendors to buy more than they need ad
pushing items that will result in higher commissions are temptations.
10.Special Ethical Issues in Marketing to Children
Children are an important marketing target for certain products. Because their knowledge about
products, the media, and selling strategies is usually not as well developed as that of adults,
children are likely to be more vulnerable to psychological appeals and strong images. Thus,
ethical questions sometimes arise when they are exposed to questionable marketing tactics and
messages.
11.Pricing Ethics
Predatory pricing (also undercutting & destroyer pricing) is a pricing strategy where a
product or service is set at a very low price, intending to drive competitors out of the market, or
create barriers to entry for potential new competitors. In many countries predatory pricing is
considered anti-competitive and is illegal under competition laws.
Price skimming - Discriminating through time. When the price for a product is first sold at a
very high price and then gradually lowered, a pricing strategy in which a marketer sets a
relatively high price for a product or service at first, then lowers the price over time. It allows the
firm to recover its sunk costs quickly before competition steps in and lowers the market price.
Price discrimination :Anti-favoritism
Price discrimination is the strategy of selling the same product at different prices to different
groups of consumers from the same provider, usually based on the maximum they are willing to
pay. The practice also surfaces in hiding lower priced items from customers who have a higher
willingness to pay.
Bid rigging: Favoritism- an agreement between two or more competitors. It is a form of
collusion, which is illegal in most countries. It is a form of price fixing and market allocation,
and it involves an agreement in which one party of a group of bidders will be designated to win
the bid. It is often practised where contracts are determined by a call for bids, for example in the
case of government construction contracts.
Price war - One competitor will lower its price, then others will lower their prices to match. In
the short-term, price wars are good for consumers who are able to take advantage of lower
prices. Typically they are not good for the companies involved. The lower prices reduce profit
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the same price. It fraudulently prevents other businesses from being able to compete in the open
market. Price fixing violates competition law because it controls the market price or the supply
and demand of a good or service. This prohibits other businesses from being able to compete
against the businesses in the price fixing agreement, which prevents the public from being able to
expect the benefits of free competition.
Social Function
• Advertising affects the core cultural values and subsidiary cultural values
• Advertising is a mirror to the society in which it operates. It reflects the cultural values of
that society
• Advertising protects the consumer by educating them and by forcing the manufacturers to
maintain quality and to be fair.
• Advertising brings about consumer welfare by improving standard of living &product
quality e.g. we buy TV, AC, Computers, Cars etc after getting interested in these products
through advertising
• We have accepted new ideas such as microwave, electric shaving, detergents etc through
advertising
• Whatever is used in society is reflected in advertising
• e.g. Indian society is highly family oriented (example ads: savings for children,
daughter’s marriage)
• Indian society is people-oriented, and not self-oriented
• For the sake of our family and others, we Indians can postpone our own gratification
Psychological functions
• Advertising is closely linked to consumer behavior, therefore,
it affects personality of consumer, his concept of self, his attitudes, beliefs, opinions, his
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life-style etc
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• Surrogate advertisement
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Book keeping
Raising of Financial
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finance Accounting
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Management
Payroll
Accounting
ETHICS IN FINANCE IN DIFFERENT FIELDS:
People trained in finance may enter in to different fields and in different line of work in which
they will identify different ethical values followed in different line of work. People in finance
involved in lot of activities which depend not only in handling of financial asset but also
involved in using of those asset and taking care of it. Everyday billions of financial transaction
takes place with a high level of integrity.
However, there are several opportunities in finance for some people to gain at others‘ expenses.
Finance simply concern with other people‘s money and other people‘s money invites
misconduct. Some of the professionals in the financial service whom are bound to serve their
clients are as follows they are stock brokers, bankers, financial advisers, mutual fund, pension
manager and insurance agents.
Financial manager in corporations, government, and other organizations have to take care of
their employers and manage their asset as well. In finance everyone is trusted to carry certain
duties from financial analyst to market regulators. Ethics in finance is not only a concerned for
an individual in a particular occupation or profession but also for financial market and financial
institution.
Finance is a main function of every business enterprises and many non-profit organizations and
governmental units. Corporate financial manager are responsible for making a decision like
invest capital to the planning of merger and acquisitions. While in other hand public finance is
concerned mostly with raising and disbursing fund for governmental purposes.
to people‘s. Their main aim is to stay competitive with others. Need of ethics for financial people
in organization– Huge number of people in finance are employee of an organization.
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This include person who approve some project which should not be approved, they approve in
order to gain money in the term of bribe. Most of the unethical activities like giving wrong report
and wrong data to the company in order to get more money start from here which pushes whole
financial market and financial service industry down because all most in all organization there
are lot a number of people who are held in finance roles and activities.
No business and company can run without finance. It is LIFEBLOOD for all the organization. So
if almost all the fields in finance follows ethics in their duty almost all other process will
function very well without any discrepancies.
Investment Management
Insider Trading
It is perhaps one of the most publicized unethical behaviours by traders. Insider trading refers to
trading in the securities of a company to take advantage 0f material ―inside‖ information about
the company that is not available to the public. Such a trade is motivated by the possibility of
generating extraordinary gain with the help of non-public information. It gives the trader an
unfair advantage over other traders in the same security.
Investment management
In order to attract public investment sometimes the companies hike their share prices to make
fresh issue more attractive. Some highlight their social responsibility measures which in fact are
only bogus claims. Some companies print names of famous executives on board and unauthentic
foreign collaborations. Attractive future plans and high returns are shown to impress the
investors.
ETHICS IN FINANCE:
1. Act with honesty and integrity, avoiding real or clear conflicts of interest in personal and
professional relationships.
2. To provide information which is full, fair, accurate, complete, objective, relevant, timely and
understandable, including in and for reports and documents that the Company files with, or
submits to, the other public communications made by the Company.
3.Act in accordance with all applicable laws, rules and regulations of governments and other
appropriate private and public regulatory agencies.
4.Act in good faith, responsibly, with due care, competence and carefulness, without
misrepresenting material facts.
5.Respect the confidentiality of information acquired in the course of business except when
authorized or otherwise legally obligated to disclose the information.
6.To promote ethical behavior among associates.
7.Assist in the production of full, fair, accurate, timely and understandable disclosure in reports
and documents that the firm and its subsidiaries file with, or submit to, the Securities and
Exchange Commission and other regulators and in other public communications made by the
firm.
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8.Take all reasonable measures to protect the confidentiality of non-public information relating
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What is AICPA?
American Institute of Certified Public Accountants
It sets ethical standards for the profession and U.S. auditing standards for audits of private
companies, non-profit organizations, federal, state and local governments. It also develops and
grades the Uniform CPA Examination.
Ethics in Technology
1 Ethical dilemmas There are various ethical dilemmas in relation to I.T. that need to be
addressed. What are and are not ethical issues in I.T.? In regard to hackers, for example, are they
testing the system or performing an immoral action? Will genetic engineering improve the
quality of peoples‘ lives or start to destroy it? How do we recognise when an ethical dilemma
exists? There are, indeed, many grey ethical areas.
2 Plagiarism Plagiarism is where the work of others is copied, but the author presents it as
his or her own work. This is a highly unethical practice, but happens quite frequently, and
with all the information that is now available on the Internet it is much easier to do and is
happening more often. Copying media (especially images) from other websites to paste
them into your own papers or websites. Making a video using footage from others‘ videos or
using copyrighted music as part of the soundtrack. Performing another person‘s copyrighted
music (i.e., playing a cover). Composing a piece of music that borrows heavily from another
composition.
3 Piracy Piracy, the illegal copying of software, is a very serious problem, and it is estimated
that approximately 50% of all programs on PCs are pirated copies. Programmers spend hours
and hours designing programs, using elaborate code, and surely need to be protected. Although
some might argue that some pirating at least should be permitted as it can help to lead to a more
computer literate population. But, for corporations, in particular, this is a very serious issue, and
can significantly damage profit margins.
4 Hacking Hackers break into, or ‗hack‘ into a system. In computer jargon, "hacker" has a
variety of meanings, including being synonymous with programmers and advanced computer
users. In these cases, it refers to someone who hacks away at a keyboard for long periods of time,
performing any number of computer-related tasks. In recent years, hacking has come to mean the
same as another term "cracker," which is a person who cracks the security of a system or
computer application. Hacking (and cracking) now refers to the act of gaining unauthorized
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access to a computer, network, Web site, or areas of a system.A person may hack their way into
a system for a variety of reasons; curiosity, the challenge of breaking through security measures,
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or to perform malicious actions and destroy or steal data. All too often, it involves performing
mischief and damaging a Web site or corporate network in some manner.
5 Computer crime. Many different computer crimes are committed, which clearly poses ethical
questions for society. Various illegal acts are performed on computers, such as fraud and
embezzlement. This includes, for example, using imaging and desktop publishing to create, copy
or alter official documents and graphic images. There are also various ethical dilemmas, such as
whether copying such files is as bad as stealing something.
6 Viruses Clearly writing and spreading virus programs are unethical acts; they have very
serious consequences, and cause systems to crash and organisations to cease operating for certain
periods. One of the most concerning consequences of such actions is when viruses interrupt the
smooth functioning of an organisation such as a hospital, which could in extreme cases even
cause people to die. Logic bombs are also sometimes planted. There is obviously a lot of anti-
virus software on the market now though that helps to deal with this ever-growing problem.
7 Ergonomics/health issues. There are many ergonomic/health issues related to I.T.
Responsible/ethically-minded employers will, hopefully, give due consideration to this, as
indeed should all employers. This includes issues such as the importance of taking adequate
breaks from using the computer and ensuring that the screens comply with the regulations. Also,
ensuring that the positioning of the chair and the computer is appropriate for the user and
providing foot rests, when required. Some organisations will give special advice to their
employees on these matters. When I worked at Clifford Chance, an international law company,
for example, they had specialised staff who would come round to each employee individually,
and discuss their ergonomic needs, if the employee requested this. Having enough light and
having plants in the room can also be important factors. Without such ethical/moral awareness
and taking the necessary action, many workers will suffer health problems directly from I.T.,
such as back problems, eyestrain and eye infections and repetitive strain injury (RSI).
8 Job displacement/work pressures imposed on computer professionals Computers are
changing the face of the work scene. For some people, their jobs are becoming redundant or they
have to play quite different roles, and others are suffering increasing levels of stress from work
pressures. Others are, obviously, reaping the benefits of having more rewarding jobs, and there is
certainly more emphasis on knowledge, information and I.T. skills than ever before. However,
this all clearly poses various ethical issues. Should those that lose their jobs be compensated?
How can the pressure be eased on those that are suffering stress? Is it acceptable for computer
programmers to be made redundant ‗on the spot‘ etc? There are many ethical issues that need to
be addressed here.
9 Digital divideThe digital divide poses a serious problem today. A new breed of haves‘ and
‗have nots‘ are being created, between those that have access and can use a computer and the
Internet, and those that do not have such access. Digital divide describes a gap in terms of access
to and usage of information and communication technology. There are clearly serious ethical
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implications here. Those that do not have such access may well be discriminated against, feel
‗socially excluded‘ and miss out on many life opportunities.
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10 Gender There are also ethical issues in regard to gender and computers, given the fact that
females are often discriminated against in various ways in this new I.T. age. The number of
females in computing academia is low. Furthermore, when females do work closely with
computers, it is often in the lower level of work. Also, computer screens and layouts are
frequently designed and programmed by men, and they might not be ideally suited to women,
which could affect the quality of the work that women produce. Men tend to obtain the better
quality I.T. jobs, earn more money, and make far more of the important decisions in relation to
I.T. Basically, men are driving the I.T. age forward, whereas females are playing more passive
roles, confined to working with the systems that men have already created, but which might not
be ideally suited to them. These are all ethical issues that people should be made more aware of,
and efforts need to be made to try to remedy the situation.
11 NanotechnologyNanotechnology presents a new set of ethical dilemmas. Nanotechnology
could help humankind and help to provide adequate food and shelter. On the other hand, it could
be very dangerous. There are also various environmental issues to consider, such as the effect
that nanomaterials have on living systems. There is a relatively low investment in environmental
nanotechnology, which must surely give us cause for concern. These are all very serious ethical
issues that need to be confronted sooner rather than later. If it appears to be the case that
advanced aspects of I.T. are seriously threatening our way of life, then something surely needs to
be done about it as soon as possible.
12 Expert systemsExpert systems are a body of information in a specific field that is held in an
electronic format, such as a ‗doctor expert system‘, that houses detailed medical information on a
database. Various questions can be posed in regard to expert systems, such as what is the basis of
ownership? Is it the different elements that comprise the total system or the total package? These
issues are related to intellectual property rights and the moral aspects in regard to this. There are
also wider ethical issues in regard to expert systems that need to be explored. In regard to a
'doctor expert system‘, for example, such a system can provide accurate information, but the
face-to-face contact is missing. Such face-to-face contact might prove to be essential in order to
ensure that the right diagnosis is made, and it is possible that some individuals could even die as
a result of a wrong diagnosis given through this lack of face-to-face contact. In other ways expert
systems could help to save lives. The patient might, for example, be given a speedier response.
All these ethical issues need to be considered further.
13 Genetic engineering and the patenting of life- forms Many ethical issues are raised in regard
to genetic engineering and the patenting of life forms. Is such behaviour morally acceptable?
Such debates can sit alongside debates on subjects such as euthanasia and abortion.
14 Netiquette. There are also ethical/moral codes that should be adhered to, in the use of
networks and email correspondence. As already indicated, the setting up of such codes has
become necessary as people have not always addressed each other in an appropriate manner
through this means of communication, and in this way they have behaved unethically. For
example, not wasting peoples‘ time and not taking up network storage with large files.
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Furthermore, not looking at other peoples‘ files or using other systems without permission and
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not using capital letters, as this denotes shouting (unless one does actually want to shout at
someone through email!). Also, people that become too obnoxious can be banned or ignored. A
‗kill file‘ can be set-up, which will automatically, erases messages from that person.
15 Intellectual property rights: the moral rights There are moral rights embedded within much
intellectual property rights legislation, agreements and directives, for the benefit of creators of
works and copyright holders. Furthermore, there are penalties for those that violate such
legislation, (such as violating copyright legislation), although this can sometimes be difficult to
enforce in practice. The legislation, though, is often complex and difficult to understand, which
means that some creators of works do not obtain the moral rights that they are entitled to.
However, sometimes, moral rights are actually excluded from agreements.
16 Issues of data collection, storage and access. There are many moral issues that need to be
considered in regard to the collection, storage and access of data in electronic form. Under what
circumstances, for example, should one seek permission from or inform those whose records are
on file? Furthermore, how accurate is the data and who has access to it?
17Speed of computers. The pure speed at which computers operate can cause ethical problems
in themselves. It can allow people to perform unethical issues quickly, or perform operations that
it was difficult or impossible to perform before, such as browsing through files that one is not
authorised to. It can also mean that people do not give enough consideration before performing
various actions.
18 Vendor-client issues. Ethical issues also arise in regard to vendor-client relationships, the
vendor being the computer supplier and the client being the person that is buying the computer
system, whether this be the hardware or software or both. If the user continually changes the
system specification, for example, to what extent should the vendor be prepared to adjust the
system specification accordingly? Other unethical acts include, for example, consultants selling
the program to the second client, after being paid to develop the program for the first client only.
Also, the vendor might provide hardware maintenance according to a written contract and for
hardware to be repaired in a ‗timely manner‘, but the client might not believe that the repairs
have been timely. Drawing up more precise contracts might help here, but in some instances the
outcome can probably only depend on peoples‘ individual moral consciences.
19. Logic Bombs
A logic bomb is a program that runs at a specific date and/or time to cause unwanted and/or
unauthorized functions. It can effect software or data, and can cause serious damage to a system.
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Ways to prevent computer crimes
Keep your computer current with the latest patches and updates
One of the best ways to keep attackers away from your computer is to apply patches and other
software fixes when they become available. By regularly updating your computer, you block
attackers from being able to take advantage of software flaws (vulnerabilities) that they could
otherwise use to break into your system.
While keeping your computer up-to-date will not protect you from all attacks, it makes it much
more difficult for hackers to gain access to your system, blocks many basic and automated
attacks completely, and might be enough to discourage a less-determined attacker to look for a
more vulnerable computer elsewhere.
More recent versions of Microsoft Windows and other popular software can be configured to
download and apply updates automatically so that you do not have to remember to check for the
latest software. Taking advantage of "auto-update" features in your software is a great start
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Configuring popular Internet applications such as your Web browser and email software is one
of the most important areas to focus on. For example, settings in your Web browser such as
Internet Explorer or Firefox will determine what happens when you visit Web sites on the
Internet—the strongest security settings will give you the most control over what happens online
but may also frustrate some people with a large number of questions ("This may not be safe, are
you sure you want do this?") or the inability to do what they want to do.
Choosing the right level of security and privacy depends on the individual using the
computer Oftentimes security and privacy settings can be properly configured without any sort
of special expertise by simply using the "Help" feature of your software or reading the vendor's
Web site. If you are uncomfortable configuring it yourself consult someone you know and trust
for assistance or contact the vendor directly.
Selecting a password that cannot be easily guessed is the first step toward keeping passwords
secure and away from the wrong hands. Strong passwords have eight characters or more and
use a combination of letters, numbers and symbols (e.g., # $ % ! ?). Avoid using any of the
following as your password: your login name, anything based on your personal information
such as your last name, and words that can be found in the dictionary. Try to select especially
strong, unique passwords for protecting activities like online banking.
Keep your passwords in a safe place and try not to use the same password for every service
you use online.
Change passwords on a regular basis, at least every 90 days. This can limit the damage caused
by someone who has already gained access to your account. If you notice something
suspicious with one of your online accounts, one of the first steps you can take is to change
your password.
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essentials include firewall and antivirus programs. A firewall is usually your computer's first line
of defense-it controls who and what can communicate with your computer online. You could
think of a firewall as a sort of "policeman" that watches all the data attempting to flow in and out
of your computer on the Internet, allowing communications that it knows are safe and blocking
"bad" traffic such as attacks from ever reaching your computer.
The next line of defense many times is your antivirus software, which monitors all online
activities such as email messages and Web browsing and protects an individual from viruses,
worms, Trojan horse and other types malicious programs. More recent versions of antivirus
programs, such as Norton AntiVirus, also protect from spyware and potentially unwanted
programs such as adware. Having security software that gives you control over software you
may not want and protects you from online threats is essential to staying safe on the Internet.
Your antivirus and antispyware software should be configured to update itself, and it should do
so every time you connect to the Internet.
Integrated security suites such as Norton Internet Security combine firewall, antivirus,
antispyware with other features such as antispam and parental controls have become popular as
they offer all the security software needed for online protection in a single package. Many people
find using a security suite an attractive alternative to installing and configuring several different
types of security software as well as keeping them all up-to-date.
Keep an eye out for phony email messages. Things that indicate a message may be
fraudulent are misspellings, poor grammar, odd phrasings, Web site addresses with strange
extensions, Web site addresses that are entirely numbers where there are normally words, and
anything else out of the ordinary. Additionally, phishing messages will often tell you that you
have to act quickly to keep your account open, update your security, or urge you to provide
information immediately or else something bad will happen. Don't take the bait.
Don't respond to email messages that ask for personal information. Legitimate companies
will not use email messages to ask for your personal information. When in doubt, contact the
company by phone or by typing in the company Web address into your Web browser. Don't
click on the links in these messages as they make take you to a fraudulent, malicious Web
sites.
Steer clear of fraudulent Web sites used to steal personal information. When visiting a
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Web site, type the address (URL) directly into the Web browser rather than following a link
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within an email or instant message. Fraudsters often forge these links to make them look
convincing. A shopping, banking or any other Web site where sensitive information should
have an "S" after the letters "http" (i.e. https://www.yourbank.com not
http://www.yourbank.com)/. The "s" stands for secure and should appear when you are in an
area requesting you to login or provide other sensitive data. Another sign that you have a
secure connection is the small lock icon in the bottom of your web browser (usually the right-
hand corner).
Pay attention to privacy policies on Web sites and in software. It is important to
understand how an organization might collect and use your personal information before you
share it with them.
Guard your email address. Spammers and phishers sometimes send millions of messages to
email addresses that may or may not exist in hopes of finding a potential victim. Responding
to these messages or even downloading images ensures you will be added to their lists for
more of the same messages in the future. Also be careful when posting your email address
online in newsgroups, blogs or online communities.
Objectivity
values, and principles that guide a
profession and the ethics of decisions Respectfulness
Characteristics of a Profession
Shared Training
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Common knowledge
penalties for substandard performance
There has to be a proper dress code for employees. Individuals just can‘t enter into the office
wearing anything. Employee code of conduct decides what individuals ought to wear to office.
Some organizations are very particular of what their employees wear to work. Employee dress
code ensures uniformity among employees.
Employee code of conduct ensures career growth and also benefits the organization in the
long run. If employees understand the difference between what to do and what not to do at the
workplace, problems would never arise. We bunk offices because we do not realize that such a
practice is wrong and unethical. Employee ethics ensures employees adhere to the rules and
regulations and also work for the organization. Employee ethics motivates employees not to
indulge in gossiping, nasty politics, criticizing fellow workers, bunking office and so on.
Employee ethics ensures employees attend office on time and genuinely respect their
superiors. Most of the times it has been observed that employees have a hate relationship with
their Bosses. Understand that employee ethics is not meant to downgrade employees but make
them aware of their duties and responsibilities in the organization.
Most essentially, employee ethics is important as it goes a long way in making the value
system of employees strong. This way, employees on their own develop a feeling of attachment
and loyalty towards the organization. Remember, employee ethics is not meant to bind you but
make you an indispensable employee.
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The ethical traits of functional Managers
Marketing HRM Finance
Honesty Honesty Honesty
Responsibility Responsibility
Fairness Fairness Fairness
Respect Respect
Openness Openness
Citizenship
Leadership
Diplomacy
Integrity
Objectivity
Due Care
Confidentiality
UNIT 4-
ROLE OF CORPORATE CULTURE IN BUSINESS
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What is Culture?
Culture is a complex system of behaviour, values, beliefs and traditions which is transmitted
through generations.
Culture is beliefs, customs, traditions and values shared by the members of the organisation.
It is the set of important understanding that members of a community share in common.
Why is Culture Important?
Culture is the invisible bond which ties people together.
Culture is a key component in business and has an impact on the strategic direction of business.
Culture influences management, decisions and all business functions from accounting to
production.
Culture is defined as the way we do things around here. It is the shared beliefs top managers
have
It refers to the pattern of human activity.
The art, literature, language, and religion of a community represent its culture.
Our moral values represent our culture.
The importance of culture lies in its close association with the ways of thinking and living.
Differences in cultures have led to a diversity in the people from different parts of the world.
Culture is related to the development of our attitude.
Our cultural values influence how we approach living.
Culture Influences behaviour.
Culture shapes our value and belief systems, which influence our personalities.
What are the elements of culture? Language, Nationality, Sex, Education, Profession, Ethnic
group, Religion, Social class, Corporate culture Family, Values, Norms, Attitudes, Customs
What are the characteristics of culture?
Every culture has its own identity.
Culture defines the internal environment.
It differentiates one company from another company.
Culture is relatively stable.
It is perceived by members.
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A company's culture will be reflected in its dress code, business hours, office setup, employee
benefits, turnover, hiring decisions, treatment of clients, client satisfaction and every other aspect
of operations.
How Is Corporate Culture Created?
(1) The national culture in which it operates or from which it draws its employees;
(2) Functional or professional culture , based on the professional, technical and vocational
groups which make up the workforce in the organisation;
(3) Ethnic culture comprising the norms drawn from the mix of the ethnicity of the employees.
(4) Industrial culture , based on the general cultural influences prevailing in a particular industry.
(5) The leaders of an organisation need to establish their personal value –set and their lives
accordingly.
(6) The vision and mission should be clear defined and communicated to all the employees.
(7) The leaders should be both a coach as well as a mentor to employees in order to ensure that
these values are driven deep into each employees.
(8)Hire only those people who demonstrate the right attitude towards other people, good work
ethics and quality customer service.
(9)Commit to an unbiased work environment.
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(10) Respect and treat your employees equally, but reward those best who do what you want.
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WHAT ARE THE TYPES OF CULTURE?
Attracts talent
Retains Talent
Engages people
Creates energy & momentum
Changes the view of ‗work‘
Makes everyone more successful
2.Definition of Boundaries
The next function that organizational culture performs is that it defines the boundaries for
members of an organization. These invisible boundaries are the way members of an
organization determine 'what makes us different' from other organizations. The culture of
an organization gives members of that organization a sense of belonging to the group and
a feeling that the organization they belong to is different than any other organization.
This sense of belonging is strengthened when members of an organization observe
contrary behaviors from members of an opposing organization.
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3.Generation of Commitment
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Another function of organizational culture is that it generates commitment from the
members of an organization. This causes members of an organization to feel dedication to
the group. The unique culture of an organization provides its members with a feeling that
they share common goals. Achieving the goals of the organization often becomes a
higher priority than the individual goals of group members. This shared feeling of
commitment gives group members a reason to perform their tasks at their highest ability.
5.Decision Making
Shared beliefs give members a consistent set of basic assumptions which may lead to a
more efficient decision-making process due to fewer disagreements.
6.Communication
Culture reduces communication problems.
A sound culture directs the attitude and behaviour of the employees towards the
achievement of goals.
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13.Culture makes people development oriented
Organizational culture develops implicit rules which make people oriented. These rules
are more effective than explicit rules. Confirmity of implicit rules makes the employees
developed and self disciplined.
15.Co-operation
By providing shared values and assumptions, culture may enhance goodwill and mutual
trust, encouraging cooperation.
Customers orientation
It mostly focuses on customized services to satisfy the customer
The degree to which work activities are organised around teams rather than individuals.
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Aggressiveness (COMPETITIVE ORIENTATION)
The degree to which people are competitive rather than easy going. It indicates the
employees aggressiveness towards works and better performance
Corporate culture represents the professional values a company adopts that dictate how it
interacts with employees, vendors, partners and clients. The mission strategy of an organization
is a summary of how the company perceives its role and the beliefs it uses to achieve its goals.
Because the corporate culture is a driving force in how the company does business, it has an
impact on developing business strategy.
1.It helps in giving the organizational members an organizational identity or sense of belonging.
2.It helps in planning, organizing, leading and controlling functions of the organization.
3.It promotes social system stability in developing cordial relationships between all the members
of the organization.
4.It encourages stability in the organization.
5.It provides a climate that the employees can work in and be motivated to work in.
6 .It facilitates collective commitment.
7.It acts as a service touch point for customers and help in understanding the values and norms of
the organization.
8.It helps in shaping behaviour by helping members make sense of their surroundings.
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9.It influences the perceptions of both the people inside as well as outside the organization.
10.It provides boundary-defining roles.
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11.It helps in decision making by clearly defining the values and shared beliefs of the
organization that will act as a background or base for making decisions.
12.It enhances control within the organization.
13.It provides a sort of
formal and informal communication channel within the organization.
2.Hyper competitiveness
If a company‘s culture rewards employees who pursue personal advantage rather than focus on
contributing to the performance of the entire team, employees might overstep ethical boundaries
to get ahead. For example, suppose a manager rewards top performers without analyzing how
they achieved their results. Some employees might use unethical methods to move ahead, such as
stealing others‘ ideas. Once a few dishonest employees prosper in this way, the rest of the
employees will soon see that stealing others‘ ideas is an effective way to move up in your
company.
3.Poor Discipline
A lax corporate culture makes it easy for unethical behaviour to prosper. If your company doesn't
act quickly to punish or remove unethical employees, they will run rampant over ethical
employees. As a business owner, you have a responsibility to maintain order within your
organization by disciplining employees who are ethically out of line and by rewarding ethical
employees.
4.Lack of Discussion
Corporate cultures that discourage honest discussion allow unethical behaviour to spread
unimpeded. Instead, a company should encourage employees to report unethical behaviour
before it becomes a widespread problem. Providing whistle blowers with protection and
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encouraging employees to report problems help foster an organization that is ethical from top to
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bottom.
ROLE OF CORPORATE CULTURE
Every small business, even those with only a handful of employees, can benefit from cultivating
a corporate culture that keeps people engaged and productive while improving business
performance.
However, creating a great corporate culture isn‘t the type of project that can be accomplished
within a specific time period.
Small business leaders need to consciously plant seeds and put in consistent effort. Over time,
these efforts can help to foster the habits and values they want their staff to embrace.
Corporate culture can make your business stronger by following a particular pattern or
uniformity in treating your stakeholders. That is no compromise on efficiency, client
realtions etc.
Corporate culture should convey how the business sets expectations and rewards desired
behaviours. These definitions can be established within a mission statement, the business
goals, the brand strategy and even a company logo.
Across all departments, from accounting and finance to operations, sales and marketing,
corporate culture plays a vital role in the success of a small business.
Corporate culture can have a direct impact on hiring(the best), employee retention,
collaboration, policy compliance and communication, as well as the effectiveness of
change management.
Maintaining a positive, vibrant working climate can help small businesses to weather
economic downturns, staffing and technology changes, and shifts in the marketplace.
One way that small business leaders can help maintain a positive corporate culture is by
including all members of the company when communicating short- and long-term
company goals. Employees who clearly understand their company‘s strategic objectives
will be more motivated to help the company achieve them(participative culture).
Managers should go beyond simply sharing the vision, however. They also need to show
their workers how their contributions support efforts to reach organizational goals. Even
startups and other fast-growing businesses still refining their vision should communicate
their initial business objectives to employees, and continually update staff members on
progress toward achieving those goals.
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This strategy can also help to improve retention: When employees understand how they
specifically make a difference in the organization, they are more likely to feel valued.
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What is the difference between Organisational culture vs. National culture?
Our national culture relates to our deeply held values regarding, for ex ample, good
vs. evil, normal vs. abnormal, safe vs. dangerous, and rational vs. irrational.
National cultural values are learned early, held deeply and change slowly over the
course of generations.
Organizational culture, on the other hand, is comprised of broad guidelines which are
rooted in organizational practices learned on the job. Experts agree that changing
organizational culture is difficult and takes time.
5.Nonverbal communication
Among the most varying dimensions of intercultural communication is nonverbal
behaviour. Knowledge of a culture conveyed through what a person says represents only
a portion of what that person has communicated. Indeed body language, clothing choices,
eye contact, touching behaviour and conceptions of personal space all communicate
information, no matter what the culture. Eg. In the west anger is expressed by silence
whereas in Indians anger shown by words.
6.National Differences
Cultural norms and values influence important business practices. Such as how women
and minorities are treated on jobs, attitudes towards gift giving and bribery and
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expectations regarding conformity to written laws. Religion and the legal system are the
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key social institutions that affect what ethical issues are important in a society and how
they are typically managed.
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UNIT 5 –
CORPORATE GOVERNANCE
INDEX
1. CORPORATE GOVERNANCE
a. MEANING
b. SCOPE OR OBJECTIVES
c. CHARACTERISTICS
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d. ADVANTAGES
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e. DISADVANTAGES
f. EXAMPLES OF CORPORATE GOVERNANCE
g. REQUIREMENTS FOR HAVING A PROPER CORPORATE GOVERNANCE
2. BOARD OF DIRECTORS
a. MEANING
b. SCOPE OF B OARD OF DIRECTORS
c. FUNCTIONS
d. REGULATIONS CONCERNING BOARD OF DIRECTORS
CORPORATE GOVERNANCE
CONSISTS OF
RULES THAT DIRECT THE ROLES AND ACTIONS OF KEY PEOPLE RATHER THAN PROCESSES .
UNLIKE SIMPLE POLICIES AND PROCEDURES , SUCH AS A DRESS CODE OR EXPENSE
REIMBURSEMENT PROCEDURE, CORPORATE GOVERNANCE RULES FOCUS ON CREATING BETTER
MANAGEMENT AND FEWER ETHICAL OR LEGAL PROBLEMS . EXAMPLES OF CORPORATE
GOVERNANCE INCLUDE SETTING RULES FOR USING BUSINESS FUNDS FOR PERSONAL USE ;
SERVING ON A BOARD OF DIRECTORS ; HIRING FAMILY MEMBERS; CONFLICTS OF INTEREST;
NOTIFYING OWNERS , INVESTORS AND PARTNERS OF KEY MEETINGS AND DECISIONS ; AND
DISBURSING PROFITS .
IMPROVED REPUTATION
A CORPORATE GOVERNANCE PROGRAM CAN BOOST YOUR COMPANY 'S REPUTATION . IF YOU
PUBLICIZE YOUR CORPORATE GOVERNANCE POLICIES AND DETAIL HOW THEY WORK , MORE
STAKEHOLDERS WILL BE WILLING TO WORK WITH YOU. THIS CAN INCLUDE LENDERS WHO SEE
YOU HAVE STRONG FISCAL POLICIES AND INTERNAL CONTROLS , CHARITIES YOU MIGHT
PARTNER WITH TO PROMOTE YOUR BUSINESS , GOVERNMENT AGENCIES , EMPLOYEES , THE
MEDIA, VENDORS AND SUPPLIERS. THE PRACTICE OF SHARING INTERNAL INFORMATION WITH
KEY STAKEHOLDERS IS KNOWN AS TRANSPARENCY, WHICH ALLOWS PEOPLE TO FEEL MORE
CONFIDENT YOU HAVE LITTLE OR NOTHING TO HIDE.
FEWER FINES, PENALTIES, LAWSUITS
CORPORATE GOVERNANCE INCLUDES INSTITUTING POLICIES THAT REQUIRE THE COMPANY TO
TAKE SPECIFIC STEPS TO STAY COMPLIANT WITH LOCAL, STATE AND FEDERAL RULES,
REGULATIONS AND LAWS . FOR EXAMPLE , AS PART OF CORPORATE GOVERNANCE , AN
EXECUTIVE MANAGEMENT TEAM OR BOARD OF DIRECTORS MIGHT CONDUCT A REVIEW OF THE
COMPANY ‘S HIRING PRACTICES IF IT FALLS UNDER THE GUIDELINES OF THE EQUAL
OPPORTUNITY EMPLOYMENT COMMISSION. YOU MIGHT REQUIRE THAT YOUR ACCOUNTING
DEPARTMENT UNDERGO AN EXTERNAL AUDIT BY AN INDEPENDENT AUDITOR EVERY QUARTER
OR YEAR .
DECREASED CONFLICTS AND FRAUD
CORPORATE GOVERNANCE LIMITS THE POTENTIAL FOR BAD BEHAVIOR OF EMPLOYEES BY
INSTITUTING RULES TO REDUCE POTENTIAL FRAUD AND CONFLICT OF INTEREST. FOR EXAMPLE ,
THE COMPANY MIGHT DRAFT A CONFLICT OF INTEREST STATEMENT THAT TOP EXECUTIVES
MUST SIGN , REQUIRING THEM TO DISCLOSE AND AVOID POTENTIAL CONFLICTS , SUCH AS
AWARDING CONTRACTS TO FAMILY MEMBERS OR CONTRACTS IN WHICH AN EXECUTIVE HAS AN
OWNERSHIP INTEREST. THE COMPANY MIGHT FORBID LOANS TO OFFICERS AND FAMILY
MEMBERS OR THE HIRING OF FAMILY MEMBERS . EXTERNAL AUDITS OR REQUIRING CHECKS
OVER A CERTAIN AMOUNT TO BE APPROVED AND SIGNED BY TWO PEOPLE HELP REDUCE ERRORS
AND FRAUD .
DISADVANTAGES OF CORPORATE GOVERNANCE
CORPORATIONS GOVERNED BY STATUTES
CORPORATIONS ARE GOVERNED BY FEDERAL AND STATE STATUTES . ONE MAJOR REASON
BUSINESS OWNERS FORM CORPORATIONS IS TO LIMIT THE OWNERS ' LIABILITY TO THE AMOUNT
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KNOWLEDGE OF GOVERNANCE
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5) BOARD APPOINTMENTS
6) BOARD INDUCTION & TRAINING
7) BOARD INDEPENDENCE
8) BOARD MEETINGS
9) CODE OF CONDUCT
10) STRATEGY SETTING
11) BUSINESS AND COMMUNITY OBLIGATIONS
12) FINANCIAL & O PERATIONAL OBLIGATIONS
13) MONITORING THE B OARD’S PERFORMANCE
14) AUDIT COMMITTEES
15) RISK MANAGEMENT
1. Participation
Participation by both men and women is a key cornerstone of good governance.
Participation could be either direct or through legitimate intermediate institutions or
representatives. It is important to point out that representative democracy does not
necessarily mean that the concerns of the most vulnerable in society would be taken into
consideration in decision making. Participation needs to be informed and organized. This
means freedom of association and expression on the one hand and an organized civil
society on the other hand.
2. Rule of law
Good governance requires fair legal frameworks that are enforced impartially. It also
requires full protection of human rights, particularly those of minorities. Impartial
enforcement of laws requires an independent judiciary and an impartial and incorruptible
police force.
3. Transparency
Transparency means that decisions taken and their enforcement are done in a manner that
follows rules and regulations. It also means that information is freely available and
directly accessible to those who will be affected by such decisions and their enforcement.
It also means that enough information is provided and that it is provided in easily
understandable forms and media.
4. Responsiveness
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Good governance requires that institutions and processes try to serve all stakeholders
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within a reasonable timeframe.
5. Consensus oriented
There are several actors and as many view points in a given society. Good
governance requires mediation of the different interests in society to reach a broad
consensus in society on what is in the best interest of the whole community and how this
can be achieved. It also requires a broad and long-term perspective on what is needed for
sustainable human development and how to achieve the goals of such development. This
can only result from an understanding of the historical, cultural and social contexts of a
given society or community.
8. Accountability
Accountability is a key requirement of good governance. Not only governmental
institutions but also the private sector and civil society organizations must be accountable
to the public and to their institutional stakeholders. Who is accountable to whom varies
depending on whether decisions or actions taken are internal or external to an
organization or institution. In general an organization or an institution is accountable to
those who will be affected by its decisions or actions. Accountability cannot be enforced
without transparency and the rule of law.
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Need of Corporate Governance:
The need for corporate governance has arisen because of the increasing concern about the non-
compliance of standards of financial reporting and accountability by boards of directors and
management of corporate inflicting heavy losses on investors.
The collapse of international giants likes Enron, World Com of the US and Xerox of Japan are
said to be due to the absence of good corporate governance and corrupt practices adopted by
management of these companies and their financial consulting firms.
The failures of these multinational giants bring out the importance of good corporate governance
structure making clear the distinction of power between the Board of Directors and the
management which can lead to appropriate governance processes and procedures under which
management is free to manage and board of directors is free to monitor and give policy
directions.
In India, SEBI realised the need for good corporate governance and for this purpose appointed
several committees such as Kumar Manglam Birla Committee, Naresh Chandra Committee and
Narayana Murthy Committee.
1. Investors and shareholders of a corporate company need protection for their investment
due to lack of adequate standards of financial reporting and accountability. It has been
noticed in India that companies raised capital from the market at high valuation of their shares by
projecting wrong picture of the company‘s performance and profitability.
The investors suffered a lot due to unscrupulous management of corporate that performed much
less than reported at the time of raising capital. ―Bad governance was also exemplified by
allotment of promoters‘ share at preferential prices disproportionate to market value affecting
minority holders interest‖.
There is increasing awareness and consensus among Indian investors to invest in companies
which have a record of observing practices of good corporate governance. Therefore, for
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encouraging Indian investors to make adequate investment in the stock of corporate companies
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and thereby boosting up rate of growth of the economy, the protection of their interests from
fraudulent practices of corporate of boards of directors and management are urgently needed.
Though some measures have been taken by SEBI and RBI but much more required to be taken
by the companies themselves to pay heed to the investors grievances and protection of their
investment by adopting good standards of corporate governance.
3. The importance of good corporate governance lies in the fact that it will enable the
corporate firms to (1) attract capital and (2) perform efficiently. This will help in winning
investors confidence. Investors will be willing to invest in the companies with a good record of
corporate governance.
New policy of liberalization and deregulation adopted in India since 1991 has given greater
freedom to management which should be prudently used to promote investors‘ interests. In India
there are several instances of corporate‘ failures due to lack of transparency and disclosures and
instances of falsification of accounts. This discourages investors to make investment in the
companies with poor record of corporate governance.
4. Global Perspective. The extent to which corporate enterprises observe the basic
principles of good corporate governance has now become an important factor for
attracting foreign investment. In this age of globalisation when quantitative restrictions have
been removed and trade barriers dismantled, the relationship between corporate governance and
flows of foreign investment has become increasingly important.
Studies in India and abroad show that foreign investors take notice of well- managed companies
and respond positively to them, capital flows from foreign institutional investors (FII) for
investment in the capital market and foreign direct investment (FDI) in joint ventures with Indian
corporate companies will be coming if they are convinced about the implementation of basic
principles of good corporate governance.
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Thus, ―International flows of capital enable companies to access financing from a large pool of
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investors. If countries are to reap the full benefits of the global capital markets, and if they are to
attract long-term capital, corporate governance arrangements must be credible and well
understood across borders‖. The large inflows of foreign investment will contribute immensely
to economic growth.
5. Indispensable for healthy and vibrant stock market. An important advantage of strong
corporate governance is that it is indispensable for a vibrant stock market. A healthy stock
market is an important instrument for investors protection. A bane of stock market is insider
trading. Insider trading means trading of shares of a company by insiders such directors,
managers and other employees of the company on the basis of information which is not known to
outsiders of the company.
It is through insider trading that the officials of a corporate company take undue advantage at the
expense of investors in general. Insider trading is a kind of fraud committed by the officials of
the company. One way of dealing with the problem of insider trading is enacting legislation
prohibiting such trading and enforcing criminal action against violators.
In India, insider trading has been rampant and therefore it was prohibited by SEBI. However, the
experience shows prohibiting insider trading by law is not the effective way of dealing with the
problem of insider trading because legal process of providing punishment is a lengthy process
and conviction rate is very low.
According to Sandeep Parekh, an advocate (Securities and Financial Regulations), the effective
way of tackling the problem is by encouraging the companies to practice self regulation and
taking prophylactic action. This is inherently connected to the field of corporate governance.
It is a means by which the company signals to the market that effective self-regulation is in place
and that investors are safe to invest in their securities. In addition to prohibiting inappropriate
actions (which might not necessarily be prohibited) self-regulation is also considered an effective
means of creating shareholders value. Companies can always regulate their directors/officers
beyond what is prohibited by the law‖.
Conclusion:
It is evident from above that it is essential that good governance practices must be effectively
implemented and enforced preferably by self-regulation and voluntary adoption of ethical code
of business conduct and if necessary through relevant regulatory laws and rules framed by
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Further, in the context of liberalization and globalisation there is growing realization in the
emerging economies including India that a country‘s business environment must be maintained
and operated in a manner that is conducive to investors‘ confidence so that both domestic and
foreign investors are induced to make adequate investment in corporate companies. This will be
conducive to rapid capital formation and sustained growth of the economy.
Some persons regard certain good corporate practices as ‗irritants‘ to the growth of their busi-
nesses since they require the implementation of minimum standards of corporate governance.
However, fact of the matter is that the observance of practices of good corporate governance will
ensure investors‘ confidence in the companies which have record of good corporate governance.
Further, it needs to be emphasized that practices and principles of good corporate governance
have been evolved which stimulate business rather than stifle it. In fact in good corporate
governance structure what is ensured is that companies must preferably follow voluntarily ethical
code of business conduct which are conducive to the expansion of investment in them and ensure
good outcome in terms of rates of return.
IF THERE IS ONE THEME TO RIVAL TERRORISM FOR DEFINING THE LAST DECADE-AND-A-
HALF, IT WOULD HAVE TO BE CORPORATE GREED AND MALFEASANCE . MANY OF THE
BIGGEST CORPORATE ACCOUNTING SCANDALS IN HISTORY HAPPENED DURING THAT TIME .
HERE'S A CHRONOLOGICAL LOOK BACK AT SOME OF THE WORST EXAMPLES .
TIME LENGTH FOR THEIR PROPERTY , PLANT AND EQUIPMENT ON THE BALANCE SHEETS.
HOW THEY GOT CAUGHT : A NEW CEO AND MANAGEMENT TEAM WENT THROUGH THE
BOOKS .
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PENALTIES: SETTLED A SHAREHOLDER CLASS -ACTION SUIT FOR $457 MILLION. SEC FINED
ARTHURANDERSEN $7 MILLION .
FUN FACT: AFTER THE SCANDAL , NEW CEO A. MAURICE MEYERS SET UP AN ANONYMOUS
COMPANY HOTLINE WHERE EMPLOYEES COULD REPORT DISHONEST OR IMPROPER
BEHAVIOR .
PENALTIES: $125 MILLION IN FINES AND THE FIRING OF GLENN , CLARKE AND BRENDSEL .
FUN FACT: 1 YEAR LATER, THE OTHER FEDERALLY BACKED MORTGAGE FINANCING
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MAIN PLAYERS: BERNIE MADOFF, HIS ACCOUNTANT , DAVID FRIEHLING, AND FRANK
DIPASCALLI .
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HOW THEY DID IT : INVESTORS WERE PAID RETURNS OUT OF THEIR OWN MONEY OR THAT
OF OTHER INVESTORS RATHER THAN FROM PROFITS.
HOW THEY GOT CAUGHT : MADOFF TOLD HIS SONS ABOUT HIS SCHEME AND THEY
REPORTED HIM TO THE SEC . HE WAS ARRESTED THE NEXT DAY .
PENALTIES: 150 YEARS IN PRISON FOR MADOFF + $170 BILLION RESTITUTION. PRISON
TIME FOR FRIEHLING AND DIPASCALLI .
FUN FACT: MADOFF'S FRAUD WAS REVEALED JUST MONTHS AFTER THE 2008 U.S.
FINANCIAL COLLAPSE .
policies is critical. Too few companies are genuinely transparent, however this is an area where
most organisations can and should do much more.
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Corporate governance should be considered as an obligation not a luxury.
Characteristics of Corporate Governance in study material & Refer Q-7 answer in Section
B
BOARD OF DIRECTORS
Meaning-
A board of directors is a group of individuals that are elected as, or elected to act as,
representatives of the stockholders to establish corporate management related policies and to
make decisions on major company issues.
The formal link between shareholders and the managers of an organisation
Powers to the BOD is given by the memorandum of association and articles of association.
BOD are the key persons in corporate governance
What is the composition and committees of board of directors
The BOD of the company shall have combination of executive and non-executive directors with
not less than 50% of them comprising of non-executive directors. The ultimate control as to the
composition of the board of directors rests with the shareholders, who can always appoint, and –
more importantly, sometimes – dismiss a director. The shareholders can also fix the minimum
and maximum number of directors.
Executive director: An executive director is a chief executive officer (CEO) or managing
director of an organization, company, or corporation. Closely associated in the day to day
management. He is a full time director and a paid employee of the company.
Non Executive director: A non-executive director is a member of a company's board of
directors who is not part of the executive team. A non-executive director typically does not
engage in the day-to-day management of the organization, but is involved in policy making and
planning exercises. He is normally a promoter of the company having high stakes in the
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company.
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Independent director: They are not full time directors but are outside directors and do not own
the shares of the company. Eg: Narayan Murthy as a board member of XYZ Co; who advises it
on its affairs.
The board of directors consists of 13 members, including:
3 independent directors;
3 executive directors;
7 non-executive directors who do not perform any management function in the company or any
of its subsidiaries
pension rights and any compensation payments. To review general compensation policy of the
Company (including that of ESOPs) and convey its recommendation to the Board.
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Executive Committee
To review and follow up on the action taken on the Board decisions;
To review the operations of the Company in general;
To review the systems followed by the Company;
To review, propose and monitor annual budget including additional budget, if any, subject to the
ratification of the Board;
To review capital expenditure against the budget;
To authorize opening and closing of bank accounts;
To delegate authority to the Company officials to represent the Company at various courts,
government authorities and so on; and
Nomination and Governance Committee
To develop a pool of potential director candidates for consideration in the event of a vacancy on
the Board of Directors;
To determine the future requirements for the Board as well as its Committees and make
recommendations to the Board for its approval;
To identify, screen and review individuals qualified to serve as executive directors, non-
executive directors and independent directors;
To provide its recommendation to the Board for appointment of CEO;
To evaluate the current composition and governance of the Board of Directors and its
Committees and make appropriate recommendations to the Board, whenever necessary;
To evaluate and recommend termination of membership of an individual director for cause or for
other appropriate reasons;
To evaluate and make recommendations to the Board of Directors concerning the appointment of
Directors to Board Committees and the Chairman for each of the Board Committees;
To accomplish the various CSR projects of the Company independently or through ‗Persistent
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Foundation‘ and / or any other eligible NGO / Social Institute, as the case may be.
Duties & responsibilities of board of directors
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Corporate Restructuring
Further Issue Of Capital
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Venturing Into New Businesses
Recommendations :
The committee‘s recommendations relate to-
Disqualifications for audit assignments
List of prohibited non audit services
Independence standards
Compulsory audit partner rotation
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With the rise of demands on openness, transparency, regular auditing and participation of all
stakeholders on important decisions, SEBI has constituted a committee under chairmanship of
Narayan Murthy. Narayan Murty Committee was set up by SEBI in 2002 to suggest measures to
evaluate and improve the situation of Corporate Governance in the country. In India, all
initiatives toward the Corporate Governances are taken by Ministry of Corporate Affairs and
SEBI in improving corporate governance practices in our country. The committee submitted its
report in February 2003.
Recommendations
Narayan Murthy Committee report recommends following mandatory points on which MCA and
SEBI are looking to implement in phased manner:
(1.) Making Auditing a regular task and strengthening the Auditing committee by providing them
autonomy.
(2). Approval of stock holders and board of director for payments and compensation and
payment paid to non-executive directors.
(3.) To bring in code of conducts and rules to be followed.
(4.) Requiring corporate executive boards to make stakeholders and share holders aware of any
risks company may face in future in every annual reports.
(5.) Improving the quality of financial disclosures, including those related to related party
transactions and proceeds from initial public offerings
and accounting systems to mitigate corporate governance risks and failures. The report
was published in 1992. The committee published its report in December 1992.
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o We recommend that future service contracts should not exceed three years without
shareholders‘ approval and that the Companies Act should be amended inline with this
recommendation. Shareholders require that the remuneration of directors should be
both fair and competitive. The Annual General Meeting provides the opportunity for
shareholders to make their views on such matters as director‘s benefit known to their
boards.
company‘s position.
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o The board should ensure that an objective and professional relationship is maintained
with the auditors.
o The board should establish an audit committee of at least three non-executive directors
with written terms of reference which deal clearly with its authority and duties.
o The directors should explain their responsibility for preparing the accounts next to a
statement by the auditors about their reporting responsibilities.
o The directors should report on the effectiveness of the company‘s system of internal
control.
o The directors should report that the business is a going concern, with supporting
assumptions or qualifications as necessary.
o A single person should not be vested with the decision making power. i.e., the role of
chairman and chief executive should be separated clearly.
o The Non-executive directors should act independently while giving their judgment on
issue of strategy, performance, allocation of resources, and designing the code of
conduct.
o A majority of directors should be independent non- executive directors, i.e., they should
not have any financial interests in the company.
o The term of the Directors can be extended beyond three years only after the prior
approval of the shareholders.
o A remuneration committee with majority of non- executive directors should decide on the
pay of the executive directors.
o The interim company report should give the balance sheet information and reviewed by
the auditor.
o The information regarding the audit fee should be made public and there should be
regular rotation of the auditors.