Contents. Part I: Corporate Governance

Transcription

1 Contents Part I: Corporate Governance 1.1 Introduction 1.2 Need for good Corporate Governance 1.3 Definitions of Corporate Governance 1.4 Importance of Corporate Governance 1.5 Advantages of business ethics 1.6 Objectives of Corporate Governance 1.7 Principles of Corporate Governance 1.8 Internal and external environment 1.9 Difference between Corporate Governance and Public Governance 1.10 Summary 1.11 Questions 2.1 Introduction 2.2 Canadian Model 2.3 UK and American Model 2.4 German Model 2.5 Italian Model 2.6 France and Japanese Models 2.7 International Standards 2.8 Indian Model 2.9 Committee Committee Committee Committee Committee Committee Recommendations 2.15 SEBI and Listing Agreements 2.16 Summary 2.17 Questions 3.1 Introduction 3.2 OECD principle of Corporate Governance

2 3.3 Players in Corporate Governance 3.4 4Ps of Corporate Governance 3.5 Expectations of Stakeholders 3.6 Basic objectives of a company 3.7 Ownership and Corporate Governance 3.8 Majority rule and minority rights 3.9 Oppression and miss-management 3.10 Managerial obligations 3.11 Separation of top position, Chairman and CEO 3.12 Summary 3.13 Questions 4.1 Introduction 4.2 Internal Monitoring 4.3 Remuneration 4.4 Audit Committee 4.5 External Auditors 4.6 Government Regulations 4.7 Company Laws 4.8 Accounting Issues 4.9 Enterprise Risk Management 4.10 Corporate Governance Rating 4.11 Summary 4.12 Questions 5.1 Introduction 5.2 Managerial Obligations to society 5.3 Management Obligation to Investors 5.4 Corporate Disclosures 5.5 Investor Protection in India 5.6 Customer Protection in India 5.7 Meeting Challenges of Change 5.8 Management of Board Activities 5.9 Social Orientation 5.10 Summary 5.11 Questions 6.1 Introduction 6.2 Accounting Practices 6.3 Accounting Standards and Corporate Governance 6.4 Company Board and Corporate Management

3 6.5 Board Committees 6.6 CII Code on Corporate Governance 6.7 SEBI Guidelines What Good Boards do? RC Whistle Blower Policy 6.10 Summary 6.11 Questions 7.1 Introduction 7.2 Stake holder Expectations 7.3 Concept of Corporate Responsibility 7.4 Social Orientation 7.5 Implementation of CSR 7.6 Corporate Governance and CSR 7.7 Examples of CSR 7.8 CSR Advantages 7.9 Summary 7.10 Questions Part II: Business Ethics 8.1 Introduction 8.2 Meaning of Ethics 8.3 Why Ethics is needed? 8.4 Importance of Ethics 8.5 Characteristics and Nature of Ethics 8.6 Scope of Ethics 8.7 What is Business Ethics? 8.8 Factors Influencing Business Ethics 8.9 Objectives of Business Ethics 8.10 Summary 8.11 Questions 9.1 Values and Ethics 9.2 Ethics in Business 9.3 Modern Business Ethics and Dilemmas 9.4 Ethical Decision Making 9.5 Codes of Ethics for Indian Business 9.6 How Ethics in Business Can Make Corporate Governance more meaningful?

4 9.7 Ethical Issues in Capitalism and Market System 9.8 Ethics and Social Responsibility 9.9 Encouraging Ethical Behavior in an Organisation 9.10 Summary 9.11 Questions 10.1 Introduction 10.2 Indian Value System 10.3 Indian Values 10.4 Teachings from Scriptures 10.5 Teachings from Traditions 10.6 Teachings from Hindu scared books 10.7 Teachings from Bible 10.8 Teaching from Quran 10.9 Summary Questions 11.1 Introduction 11.2 Traditional theories 11.3 Teleological theory 11.4 Deontological theory 11.5 The Ten Commandments 11.6 Dilemma in decision making in business 11.7 Theory of Kant 11.8 Distributive Justice 11.9 Entitlement case Conventional ethics of Albert Z. Carr The Doctrine of mean of Aristotle Stakeholder Theory Do Theories Work in Practice? Summary Important Terms Questions 12.1 An overview of Finance Functions 12.2 Ethics in Finance 12.3 Ethics in Investment Decisions 12.4 Investment Practices 12.5 Insider Trading 12.6 Issues in Mergers and acquisitions 12.7 Ethics in Accounting

5 12.8 Creative Accounting 12.9 Activity Based Costing 12.9 Ethics in Cash Transactions Auditor as a guide to Ethics Summary Questions 13.1 Introduction 13.2 What is Property? 13.3 Intellectual Property 13.4 Overview of Law rating patents 13.5 Overview of Law relating to Copyright 13.6 Overview of law relating to Trade mark 13.7 Piracy and predating 13.8 Industrial espionage 13.9 Summary Questions 14.1 An Overview of HRM Functions 14.2 Ethics in HRM 14.3 Performance Appraisal 14.4 Discrimination 14.5 Race and Disability 14.6 Employment 14.7 Harassment 14.8 Privacy 14.9 Summary Questions 15.1 Marketing today 15.2 Ethics in marketing 15.3 Consumer rights 15.4 Marketing strategies and ethics 15.5 Unethical practices in marketing 15.6 Establishing standards 15.7 Product related issues 15.8 Competition related ethics pricing 15.9 Product liabilities Ethics in advertising Summary Questions

6 16.1 Introduction 16.2 Ethical issues in IT 16.3 Virus attacks 16.4 Software and Video piracy 16.5 Credit card fraud 16.6 Internet crimes 16.7 Hacking concerns and privacy in work place 16.9 Summary Questions Part III: Case Studies 17.1 World Com 17.2 Enron 17.3 Paramalat accounting scam 17.4 Rise and Fall of Auditors M/s. Arthur Anderson 17.5 Satyam 17.6 Board Members as careers 17.7 Tata Steel 18.1 ITC 18.2 Reliance Industries Limited 18.3 WIPRO 18.4 Aditya Birla Group 18.5 Infosys Technologies 18.6 TVS Code of Ethics 19.1 Report card on corruption 19.2 Legal web 19.3 An Indian Morality at play 19.4 On setting standards 19.5 The ethics of advertisements 19.6 Antitrust case of Microsoft 19.7 Finding accounts 19.8 Gas leak at UCIL, Bhopal 19.9 Tender Negotiations What You Should Do When Cos Slips on Ethics