Ethics and Corporate Governance in Indian business: A status report

Group No – 6

Pankaj Kumar Bothra (53) Prashant Sen (56) Priyanka Sharma (59) Priyojeet Kumar (61) Puja Kumari Jha (62) Rajnish Kumar (65)

Submitted To: - Dr. Mousumi Sengupta

Business Ethics • Also called corporate ethics.• It is a form of applied ethics or professional ethics. • Examines ethical and moral principles or ethical problems.

Corporate Governance• Refers to the blend of law, regulations and voluntary

practices.• Safeguard the interests of shareholders and other

stakeholders.

SEBI Code on Corporate Governance (Sec. 49)

• As per Clause 49, for a company with an Executive Chairman, at least 50 per cent of the board should comprise of independent directors.

• In the case of a company with a non-executive Chairman, at least one-third of the board should be independent directors.

• It would be necessary for chief executives and chief financial officers to establish and maintain internal controls and implement remediation and risk mitigation towards deficiencies in internal controls, among others.

• Clause VI (ii) of Sec. 49 requires all companies to submit a quarterly compliance report to stock exchange in the prescribed form

• A company is also required to obtain a certificate either from auditors or practising company secretaries regarding compliance of conditions as stipulated, and annex the same to the director's report.

• The clause mandates composition of an audit committee; one of the directors is required to be "financially literate".

• It is mandatory for all listed companies to comply with the clause by 31 December 2005.

The Kroger Co.

Values • Honesty: Doing the right thing and telling the truth.

• Integrity: Living the values in all they do unified approach to how they do business and treat each other.

• Respect: Valuing opinions, property and perspectives of others.

• Diversity: Reflecting a workplace that includes a variety of people from different backgrounds and cultures, diversity of opinions and thoughts.

• Safety: Watching out for others, being secure and safe in a workplace.

• Inclusion: Voice matters, working together works, encouraging everyone’s involvement, being the best person one can be.

Policy on Business Ethics and Corporate Governance

• General integrity• Bribery• Confidential information and trade secrets• Competition• Political contributions and involvement• Customer relations• Employee relations

Ethical Views Concerning Sexual Harassment and Other Forms of Harassment

• Any form of harassment undermines the company's insistence upon employee integrity, and is considered serious misconduct.

• No employee, either male or female, should be subjected to offensive conduct or innuendo, either verbal or physical, from co-workers, supervisors, customers or vendors.

• All employees have a responsibility to maintain the workplace free of harassment and to report such misconduct when it occurs, just as any form of unlawful discrimination should be reported.

Actions to be taken against any incident of harassment• Firmly and clearly tell the person who is harassing that his or her behavior is

unwelcome and should stop at once. If possible, take a witness to this discussion. Write a statement about the incident and what you did to stop it, including dates, times and places. This statement will be helpful if the harassment continues and the company needs to investigate. If you are uncomfortable with telling the person who is harassing you to stop, then proceed to the reporting procedure below.

• Report the incident to your immediate supervisor, an other member of management, any person in the Human Resources Department, the President, General Manager, Distribution Manager or call the Kroger Helpline.

Hindustan Unilever Limited

Policy for Ethics and Corporate Governance

• Code of Business Conduct.• Code is administered by the Ethics & Compliance

Committee.• Regular monitoring and audit of the business to ensure

compliance with the Code and the law.• Offer online training to all the associates with Company.

Provide computers discussing topics related to ethics and compliance, such as, Anti-Bribery Policy.

• Newly hired associates receive the training upon hire and all others receive the training at least once every three years.

Corporate Governance

• Transparency and accountability are the two basic tenets at HUL.

• The Code of Business Principles is an extension of the values and reflects the continued commitment to ethical business practices and regulatory compliance.

• The Board of Directors of the Company are responsible for and committed to sound principles of Corporate Governance.

• Governance practices are kept under continuous review and benchmark is set.

Dabur India Limited

Ethics and Corporate Governance

Good governance practices in the Company include :• Adoption of best Board practices.• Respect and protection of minority views and interests.• Institutionalization of fair and transparent reporting

systems in true spirit.

The Company is committed towards adoption of sound governance. This attitude has strengthened the bond of trust with its stakeholders and the society.

Commitment towards Corporate Governance

• Dabur's philosophy is based on preserving core values and ethical business conduct.

• Philosophy is, achieving business excellence and optimizing long-term value for its shareholders.

• Tries to attain the highest level of transparency, accountability and equity in all facets of its operations and all its interactions with its stakeholders.

• Dabur's initiatives also includes: professionalization of the Board; fair and transparent processes and reporting systems; and going beyond the mandated Corporate Governance Code requirements of SEBI.

TATA Steel Limited

Ethics and Corporate Governance

• Since its formation in 1868, the Tata Group has always followed the vision of its Founder, Jamsetji Tata.

• It ensures that the wealth it creates is returned to society.• Driven by the Tata values of integrity, trusteeship, respect for

individuals, credibility and excellence.• Follows Tata Code of Conduct (TCOC).• TCOC was revised and accepted on 1st October, 2008 and

amendments, based on engagements with diverse global partners, were made in specific clauses to incorporate global business issues.

• Formal organizational structure was adopted to deploy the Code.• Process of its implementation in the Company has been designated

as the Management of Business Ethics (MBE).

Four Pillars of MBE

• Leadership.

• Communication and awareness.

• Compliance structure.

• Evaluation of effectiveness.

Conclusion

A company must adhere to the norms and regulations laid by the regulatory bodies. They must comply with the ethical code of conduct of business. Even though the regulatory bodies are operating, cases like SATYAM do happen in the society which hampers the morality of the business. The initiative to adopt ethical code of conduct should be self driven and not due to coercion.

Thank You…