Book description
Business Ethics and Corporate Governance offers readers a comprehensive coverage of the theories of business ethics and corporate governance. This book emphasizes the importance of ethical principles in overcoming ethical dilemmas in the highly dynamic business world of today. It also provides a detailed explanation of the corporate governance mechanism, its constituents and its implementation in India and abroad. Numerous real-life examples and case studies presented in this book help in the comprehension of concepts, and class discussions around these cases provide a better understanding of real-life business practices. A comprehensive, realistic, innovative, and practical approach to the subject makes this book the most student-friendly text in the market.
Table of contents
- Cover
- Title Page
- Contents
- About the Author
- Abbreviations
- Preface
-
Part I
-
Chapter 1. Business Ethics: An Overview
- Introduction
- Principles of Personal Ethics
- Principles of Professional Ethics
- What Is Business Ethics?
- What Is Not Business Ethics?
- Code of Conduct and Ethics for Managers
- Evolution of Ethics Over the Years
- Importance and Need for Business Ethics
- Significance of Business Ethics
- Honesty, Integrity and Transparency Are the Touchstones of Business Ethics
- Values and Ethics in Business
- Values, Ethics and Business Strategy
- Distinction Between Values and Ethics
- Roots of Unethical Behaviour
- Why Does Business Have Such a Negative Image?
- Why Should Businesses Act Ethically?
- Ethical Decision-making
- How Corporations Observe Ethics in Their Organizations?
- Changing Business Environment and Ethical Challenges
- Corporate Governance Ethics
- How Ethics Can Make Corporate Governance More Meaningful
- Benefits from Managing Ethics in Workplace
- Characteristics of an Ethical Organization
- Recognizing Ethical Organizations
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Satyam Computer Services Limited
-
Chapter 2. Concepts and theories of Business Ethics
- Introduction
- Definitions of Ethics
- Personal Ethics and Business Ethics
- Morality and Law
- How Are Moral Standards Formed?
- Religion and Morality
- Morality, Etiquette and Professional Codes
- Management and Ethics
- Normative Theories
- Ethical Theories in Relation to Business
- Some More Normative Theories of Business Ethics
- Teachings of the Church
- Indian Ethical Traditions
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Biocon—India’s Own Home-grown Biotech Company
-
Chapter 3. Ethics of Consumer Protection
- Introduction
- Consumer—An Important Stakeholder
- Hidden Taxation on Society
- Stakeholder Alliance
- Consumer and Consumer Protection
- Parties to Consumer Protection
- History and Growth of Consumer Protection
- Ralph Nader’s Contribution to Consumer Protection
- Consumer Protection, Why and How
- Consumer Duties and Responsibilities
- Consumer Protection: Indian Scenario
- Spate of Consumer-oriented Legislations
- How Are Indian Consumers Exploited?
- Consumer Protection in India
- Legal Protection to Consumers
- Consumer Protection Act, 1986
- Consumer Protection (Amendment) Act, 2002
- Prevention of Food Adulteration Act, 1954
- Institutional Arrangements Under COPRA
- Quality Standards
- Standards of Weights and Measures
- Role and Initiatives of Voluntary Organizations
- Other Initiatives to Promote Consumer Protection
- Summary
- Key Words
- Discussion Questions
- Further Reading
- Case Study: Wockhardt Ltd—Divergence Between Precepts and Practices
-
Chapter 4. Environmental Ethics
- Introduction
- Environmental Concerns
- History of Environmentalism
- Environmental Philosophy
- Environmental Preservation: Role of Stakeholders
- Future Outlook on Environment
- Partnerships
- International Issues
- Sustainable Development
- Costs and Benefits of Environmental Regulation
- Trade and the Environment
- Industrial Pollution
- Role of Corporations in Environmental Management
- Innovative Business Responses to Environmental Regulations
- Waste Management and Pollution Control
- Improving Corporate Environmental Performance
- Need for a New Approach
- Environmental Audit
- Managing Environmental Issues
- Product Differentiation
- Managing Regulation
- Redefining Markets
- Environmental Risk Management
- Environmental Management in India
- Charter for Voluntary Pollution Control
- Corporate India Gets Eco-friendly
- India’s Environment Policy
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study-1: E-Waste: The Latest Contributor to Environmental Degradation
- Case Study-2: Tirupur—A Study on Its Environmental Degradation
- Chapter 5. Marketing Ethics
-
Chapter 6. Ethical Issues in Human Resource Management
- Introduction
- Definition
- Genesis and Growth of Human Resource Management
- Scope of Human Resource Management
- Different Aspects of Human Resource Management
- Different Functional Areas of HRM
- Emerging Challenges of HRM
- Changing Profile of HR Professionals
- HR-related Ethical Issues
- Role of HRM in Creating an Ethical Organization
- Institutional Culture
- Creating an Ethical Organization
- Human Resource Development in India
- Functions
- Human Development Index
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study-1: The Phaneesh Murthy Sexual Harassment Case
- Case Study-2: HMSI—Better Wages Cannot Suppress Workers’ Demand for Their Rights
- Case Study-3: The HR Intervention at Rourkela Steel Plant: Involving People in Quality-driven Improvement Culture
-
Chapter 7. Ethical Issues in Financial Management
- Introduction
- Financial Accounting
- Management Accounting
- Financial Management
- Ethical Issues in Finance
- Frauds in Banks
- Measures Against Bank Frauds
- Constraints to Ethical Practices in Indian Nationalized Banks
- Frauds in the Insurance Sector
- Ethical Issues Arising out of Activities of Professional Players
- Mini Case 1: Xeroxing Corruption
- Mini Case 2: Foul Play by Soundcraft Industries’ Promoter
- Mini Case 3: Tricking Investors for Personal Gain
- Mini Case 4: Dereliction of Duty by a CFO
- Key Words
- Discussion Questions
- Further Readings
-
Chapter 8. Corporate Ethics: Investors’ Rights, Privileges, Problems and Protection
- Introduction
- Ethical Governance Needed to Protect Stakeholders
- Theoretical Basis—Agency Costs
- Long-term Shareholder Value
- Rights of Shareholders
- Views of Various Committees on the Issue
- Poor Track Record of Shareholder Protection in India
- Guide for Investors/Shareholders
- Investor Protection in India
- N. K. Mitra Committee on Investor Protection
- Problems of Investors In India
- Law Enforcement for Investor Protection
- Lacunae in Investor Protection
- SEBI’s Poor Performance and Suggestions for Improvement
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: On Insider Trading (HLL–BBLIL Merger)
-
Chapter 9. Handmaid of Ethics: Corporate Social Responsibility
- Introduction
- Why Social Responsibility of Business?
- Definitions of CSR
- Today’s Corporate Social Responsibility
- Theoretical Justification for CSR
- What Are Corporations Expected to Do?
- Models for Implementation of CSR
- CSR As a Business Strategy for Sustainable Development
- Advantages of CSR
- Scope of CSR
- Steps to Attain CSR
- External Standards on CSR
- Prestigious Awards for CSR
- The Indian Perspective
- India on the Ethical/CSR Matrix
- Core-BCSD India
- Ethics and Social Responsibility of Business
- Social Responsibility and Indian Corporations—A Score Card
- Future of Indian CSR
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Dr Reddy’s Laboratories: Commitment to All-round Corporate Excellence
-
Chapter 10. Ethical Dilemmas, Sources and Their Resolutions
- Introduction
- What is an Ethical Dilemma?
- How Ethical Dilemmas in Business Affect the Stakeholders?
- Corporate Dilemma Over Ethical Behaviour
- Sources of Ethical Problems
- Why Does Business Have a Negative Image?
- Why Businesses Should Act Ethically?
- How Corporations Observe Ethics to Reduce Dilemmas?
- Code of Personal Ethics for Employees
- How to Create an Ethical Working Environment?
- How Does a Company Establish Ethical Standards?
- Walton’s Six Models of Business Conduct
- How to Resolve an Ethical Problem?
- How to Resolve Ethical Dilemmas?
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: HLL’s Folly: Mercury Spill in Kodaikanal
-
Chapter 11. Ethical Decision-making in Business
- Introduction
- Ethical Models That Guide Decision Making
- Which Approach to Use?
- Ethical Decision Making with Cross-holder Conflicts and Competition
- Applying Moral Philosophy to Ethical Decision Making
- Kohlberg’s Model of Cognitive Moral Development
- Influences on Ethical Decision Making
- Personal Values and Ethical Decision Making
- Corporate Values and Ethical Decision Making
- Role of Corporate Governance In Ensuring Ethics in the Workplace
- A Framework of Ethical Decision Making
- The Process of Making Good Ethical Decisions
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Global Trust Bank: The Bank That Went Bust
-
Chapter 12. Globalization and Business Ethics
- Introduction
- Growth of Global Corporations
- Factors Facilitating Globalization
- Doing Business in a Diverse World
- Role of Multinational Corporations
- Current Issues—Multinational Corporations
- International Business Issues
- Benefits of MNCs to the Host Nation
- Disadvantages of MNCs to the Host Country
- International Codes of Business Conduct
- The Limits of Voluntary Approach
- Caux Round Table: Principles for Business
- Challenges of Globalization in the Context of Growing Market Economies
- Public Awareness and Scrutiny
- Technological Challenges and Opportunities
- The Physical Environment
- The Social Environment
- Key Global Issues for Business
- Corporate Governance Is a Prerequisite for Globalization
- Global Compact
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Sterlite: Using Money Clout to Maximum Advantage
-
Chapter 1. Business Ethics: An Overview
-
Part II
-
Chapter 13. Corporate Governance: An Overview
- Introduction
- Capitalism at Crossroads
- America’s Hall of Shame—2002
- Corporate Misgovernance in India
- Series of Scams That Shook Investor Confidence
- Illegal Tactics of Indian Corporates
- Reasons for Corporate Misgovernance
- Increasing Awareness
- Global Concerns
- What Is Corporate Governance?
- Narrow Versus Broad Perceptions of Corporate Governance
- Perceptional Differences in Definitions
- Governance Is More Than Just Board Processes and Procedures
- A Historical Perspective of Corporate Governance
- The Growth of Modern Ideas of Corporate Governance from the USA
- The Aftermath of the Cadbury Report
- Corporate Governance in the Banking Sector
- Revival of Corporate Governance Issues in the New Millennium
- Issues in Corporate Governance
- Relevance of Corporate Governance
- Governance and Corporate Performance
- Investors’ Preference for Good Governance
- Benefits to Society
- Benefits of Good Corporate Governance to a Corporation
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Infosys Technologies: The Best Among Indian Corporates
-
Chapter 14. Theory and Practice of Corporate Governance
- Introduction
- The Concept of Corporation
- What Is a Corporate?
- The Concept of Governance
- Theoretical Basis of Corporate Governance
- Why Corporate Governance?
- Contemporary Corporate Governance Situation
- Growing Awareness and Societal Responses
- Corporate Governance Systems
- The Anglo-American Model
- German Model
- The Japanese Model
- Common Features in the German and Japanese Models
- Indian Model of Governance
- What is ‘Good’ Corporate Governance?
- Obligation to Society at Large
- Obligation to Investors
- Obligation to Employees
- Obligation to Customers
- Managerial Obligation
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Tata Steel: A Company That Also Makes Steel
-
Chapter 15. Landmarks in the Emergence of Corporate Governance
- Introduction
- Developments in the US
- Developments in the UK
- Corporate Governance Committees
- Cadbury Committee on Corporate Governance, 1992
- The Paul Ruthman Committee
- The Greenbury Committee, 1995
- The Hampel Committee, 1995
- The Combined Code, 1998
- The Turnbull Committee, 1999
- World Bank on Corporate Governance
- OECD Principles
- McKinsey Survey on Corporate Governance
- Sarbanes–Oxley Act, 2002
- Indian Committees and Guidelines
- The Confederation of Indian Industry’s Initiative
- SEBI’s Initiatives
- Kumar Mangalam Birla Committee, 1999
- Non-mandatory Recommendations
- SEBI’s Response
- Naresh Chandra Committee Report, 2002
- SEBI’s Follow-up on Birla Committee Report
- Rationale for a Review of the Birla Code
- Narayana Murthy Committee Report, 2003
- Mandatory Recommendations
- Dr J. J. Irani Committee Report on Company Law, 2005
- Independent Directors in Listed Companies
- Pyramidal Structures
- Power to Shareholders
- Single Person Company
- Self-regulation
- Stringent Penalties
- Accounts and Audits
- Governance Standards
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: ITC Limited: Is Corporate Governance Only Skin Deep?
-
Chapter 16. Board of Directors: A Powerful Instrument in Corporate Governance
- Introduction
- Corporate Management Structure
- Company Director and the Board
- Who is a Director?
- Kinds of Directors
- Directors’ Appointment
- Legal Position of a Director
- Duties and Responsibilities of Directors
- Qualifications and Disqualifications of Directors
- The Board of Directors
- Powers of the Board
- Nominee Directors
- Liabilities of Directors
- The Directors’ Liability to the Company
- Liability for Breach of Statutory Duties
- Liability for Acts of His Co-directors
- Power of Court to Grant Relief
- Directors with Unlimited Liability
- Public Examination of Directors
- Validity of Acts of Directors
- De Facto and De Jure Directors
- Disablities of Directors
- Prevention of Management by Undesirable Persons
- Fraudulent Persons
- Effectiveness of the Board of Directors
- Role of the Board in Ensuring Corporate Governance Role of the Board
- Governance Issues Relating to the Board
- Board of Directors and Corporate Governance
- The Role of Directors
- Independent Directors
- Directors’ Remuneration
- Executive Pay, an Unsettled Issue
- Emphasis on Transparency and Disclosure
- Pay As a Reward for Performance
- Performance Hurdles
- Remuneration Committee
- Severance Payments
- Other Remuneration Packages
- Directors’ Remuneration in India
- Prohibition of Tax-free Payments
- Family-owned Businesses and Corporate Governance
- Some Pioneering Indian Boards
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: How Unethical Practices Almost Destroyed Worldcom
-
Chapter 17. Role, Duties and Responsibilities of Auditors
- Introduction
- Role of Auditors
- Defining Audit
- Objectives of an Audit
- Types of Audit
- Defining Auditor
- Types of Auditors
- Duties of an Auditor
- Responsibilities of Auditors
- Responsibilities Regarding the Mis-statement of Financial Statements
- Responsibilities of an Audit Firm
- Audit Failures Leading to Corporate Scams
- The American Law Governing Auditors’ Responsibilities
- Indian Situation
- Preventing Fraudulent Auditing Practices
- Audit Committee
- Rotation of Auditors
- Naresh Chandra Committee
- Companies (Amendment) Bill, 2003
- Companies (Auditors Report) Order (CARO), 2003
- Corporate Governance and Internal Auditors
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: The Rise and Fall of Arthur Andersen
-
Chapter 18. Monopoly, Competition and Corporate Governance
- Introduction
- The Concept, Logic and Benefits of Competition
- Regulation of Competition
- Corporate Governance Under Limited Competition
- Constraints to Competition in Developing Countries
- Banks’ Role in Restraining Emergence of Securities Markets
- Lack of Competition Promotes Ownership Concentration
- Benefits of Competition to Stakeholders
- Competition in the Product Market
- Competition in a Capital Market
- Economic Power and Political Influence
- Competition and Political Governance
- Effects of Monopoly on Political Governance
- Effects of Monopoly on Corporate Governance
- Encouraging Good Governance
- Regulating Good Governance
- Enforcement of Good Governance
- Challenges to Good Enforcement
- Competition Agencies and Competition Policies
- What Is a Good Competition Policy?
- Indian Competition Act
- Objectives of the Bill
- The Competition Act, 2002
- Competition Commission of India
- The Three Focus Areas of Competition Act
- The MRTP Act and the Competition Act
- Restrictions on the Applicability of the Act
- Change in the Mindset Needed
- Competition Boosts Corporate Governance
- Summary
- Key Words
- Discussion Questions
- Further Readings
-
Chapter 19. Role of the Government in Ensuring Corporate Governance
- Introduction
- Government Interference in Market Economies
- Different Roles of Government in the Economy
- Regulatory Role
- Promotional Role
- Entrepreneurial Role
- State Intervention in a Developing Economy
- Public Governance and Corporate Governance
- Political Governance Requires Restraints of Power
- Forms of Government Regulation
- Role of Governments in Limiting Corporate Power
- The Limits of Corporate Power
- Demand for Corporate Constitutionalism Is a Knee-jerk Reaction
- Corporations Are Voluntary Associations
- Corporate Governance Requires the Freedom to Create and to Execute
- Corporations Do Not Possess the Power of Coercion
- Public Versus Corporate Governance—A Study of Comparison
- Corporate Governance Can Be an End by Itself
- Better Public Governance Can Accelerate Corporate Governance
- Role of Globalization and Information Technology
- Role of the Judiciary
- Governance Is a Matter of Continuous Learning
- Of Governance and Government
- The Scope of Government’s Relations with Business
- Governments Have to Be Proactive in the Following Areas
- Enactment of Laws
- As a Role Model
- Areas That Need Special Attention
- Summary
- Key Words
- Discussion Questions
-
Chapter 20. Corporate Governance in Developing and Transition Economies
- Introduction
- Problems Faced by Developing and Transition Economies
- The Why and Wherefore of Corporate Governance
- Defining Corporate Governance
- Corporate Governance Models
- Insider System
- Outsider System
- Developing a Corporate Governance Framework
- The Institutional Framework for Effective Corporate Governance
- Sound Stakeholder Relationships are Good for Business
- Corporate Governance Challenges in Developing, Emerging and Transition Economies
- Corporate Governance Is Not Only a Private Sector Affair
- Successful Strategies—One Size Does Not Fit All
- Current Corporate Governance Settings in Transition Economies
- Indian Companies Committed to Best Global Practices
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
-
Chapter 21. Corporate Governance: The Indian Scenario
- Introduction
- Why Is Corporate Governance Important?
- The Need for Corporate Governance in India
- Ethics and Values in Corporate Governance
- The Companies Act, the Harbinger of Corporate Governance
- The Emergence of Corporate Governance Issues in India
- Efforts to Initiate Corporate Governance in the Country
- Naresh Chandra Committee, 2002
- Narayana Murthy Committee, 2003
- Legislative Changes
- Introduction of Regulations
- Implementation of the Recommendations of Birla Committee Report
- Provisions and Requirements of Clause
- Differences in the Key Provisions of the Original Clause and the New Clause
- CEOS Accountable for Companies’ Risk Systems
- Rules of the Game
- Reserve Bank’s and Other Regulations
- Self Regulation
- Pioneers in Good Governance Practices
- Corporate Initiatives
- Individual Initiatives
- Banks and Corporate Governance
- Transparency in the Private Sector
- Initiatives of the Department of Company Affairs
- Setting up of Centre for Corporate Excellence
- National Award for Excellence in Corporate Governance Excellence
- Corporate Restructuring
- Best Practices
- Establishment of the Serious Fraud Office
- Establishment of the National Foundation of Corporate Governance
- Need for Accounting Standards
- Corporate Governance Rating
- ICRA’s Rating Methodology
- Corporate Governance in India—A Performance Appraisal
- A Report Card That Does Not Impress
- The Future of Corporate Governance in India
- Impetus for the Growth of Corporate Governance in India
- Summary
- Key Words
- Discussion Questions
- Further Readings
-
Chapter 22. SEBI: The Indian Capital Market Regulator
- Introduction
- Capital Market
- Phenomenal Growth of the Indian Capital Market
- Nature of the Indian Capital Market
- Development of the Indian Capital Market
- Deficiencies in the Indian Capital Market
- Impact of Globalization
- Role of Securities Market in Economic Growth
- Abolition of Controller of Capital Issues and Emergence of SEBI
- The Securities and Exchange Board of India
- Objectives of the Board
- Functions of the Board
- Powers of the Board
- Matters to Be Disclosed by the Companies to the Board (Section 11A)
- Power to Issue Directions
- Registration of Intermediaries
- Establishment of Securities Appellate Tribunals
- Civil Court Not to Have Jurisdiction
- Strengthening of SEBI
- SEBI (Amendment) Bill, 2002
- SEBI’s Role in Promoting Corporate Governance
- Disclosure Standards
- Efficient and Effective Market System
- Reliable and Effective Enforcement
- Highest Standards of Governance
- SEBI’s Record of Performance
- SEBI’s Role in the New Era
- Primary Market Reforms
- Secondary Market Reforms
- SEBI’s Shortcomings
- Dhanuka Committee
- Suggestions for SEBI’s Improvement
- Summary
- Key Words
- Discussion Questions
- Further Readings
- Case Study: Ketan Played Around with Others’ Money
-
Chapter 13. Corporate Governance: An Overview
-
Notes
- Chapter 1
- Chapter 1 Case Study
- Chapter 2
- Chapter 2 Case Study
- Chapter 3
- Chapter 3 Case Study
- Chapter 4
- Chapter 4 Case Study
- Chapter 5
- Chapter 5 Case Study
- Chapter 6
- Chapter 6 Case Study
- Chapter 7
- Chapter 8
- Chapter 8 Case Study
- Chapter 9
- Chapter 9 Case Study
- Chapter 10
- Chapter 10 Case Study
- Chapter 11
- Chapter 11 Case Study
- Chapter 12
- Chapter 12 Case Study
- Chapter 13
- Chapter 14
- Chapter 15
- Chapter 15 Case Study
- Chapter 16
- Chapter 17
- Chapter 18
- Chapter 19
- Chapter 20
- Chapter 21
- Chapter 22
- Glossary
- Useful Web Sites on Corporate Governance and CSR
- Official Reports
- Prominent Guidelines on Corporate Governance
- Links on Corporate Governance
- Acknowledgements
- Copyright
Product information
- Title: Business Ethics and Corporate Governance, Second Edition
- Author(s):
- Release date: March 2012
- Publisher(s): Pearson India
- ISBN: 9788131762219
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