CS Professional - ETHICS, GOVERNANCE AND SUSTAINABILITY

MODULE 2 PAPER 6

ETHICS, GOVERNANCE AND SUSTAINABILITY

Corporate Governance has emerged as an important academic discipline in its own right, bringing together contributions from accounting, finance, law and management. Corporate governance now offers a comprehensive, interdisciplinary approach to the management and control of companies. Corporate professionals of today and tomorrow must imbibe in themselves the evolving principles of good corporate governance across the globe on a continual basis. Excellence can be bettered only through continuous study, research and academic and professional interaction of the highest quality in the theory and practice of good corporate governance. The corporate world looks upon especially Company Secretaries to provide the impetus, guidance and direction for achieving world-class corporate governance.

Company Secretaries are the primary source of advice on the conduct of business. This can take into its fold everything from legal advice on conflicts of interest, through accounting advice, to the development of strategy/corporate compliance and advice on sustainability aspects.

The paper on Ethics, Governance and Sustainability has been introduced to provide knowledge on global development on governance, ethics and sustainability aspects and best governance practices followed worldwide.

This paper would help in understanding of national and international governance norms, ethical business practices, corporate sustainability, CSR and sustainability reporting, role of various governance forums etc.

Part A: Ethics and Governance (70 Marks)

Introduction

1. Ethics, Business Ethics, Corporate Governance, Governance through Inner Consciousness and Sustainability

2. Failure of Governance and its Consequences

Ethical Principles in Business

1. Role of Board of Directors

2. Organisation Climate and Structure and Ethics

3. Addressing Ethical Dilemmas

4. Code of Ethics; Ethics Committee; Ethics Training; Integrity Pact

5. Case Studies and Contemporary Developments

Conceptual Framework of Corporate Governance

1. Introduction, Need and Scope

2. Evolution of Corporate Governance

3. Developments in India

4. Developments in Corporate Governance – A Global Perspective

5. Elements of Good Corporate Governance

Board Effectiveness – Issues and Challenges

1. Board Composition; Diversity in Board Room; Types of Directors; Board’s Role and Responsibilities

2. Chairman, CEO, Separation of Roles

3. Relationship between Directors and Executives

4. Visionary Leadership

5. Board Charter, Meetings and Processes

6. Directors’ Training and Development

7. Performance Evaluation of Board and Directors

Board Committees

1. Introduction

2. Various Board Committees, their Composition, Role and Responsibilities, Contribution to Board Governance-Audit Committee-Shareholders Grievance Committee-Remuneration Committee-Nomination Committee-Corporate Governance Committee-Corporate Compliance Committee-Other Committees

Legislative Framework of Corporate Governance in India

1. Under Listing Agreement, SEBI Guidelines, Companies Act

2. Corporate Governance in-PSUs-Banks-Insurance Companies

Legislative Framework of Corporate Governance – An International Perspective

1. Australia

2. Singapore

3. South Africa

4. United Kingdom

5. Contemporary Developments in the Global Arena

Risk Management and Internal Control

1. Risk and its Classification

2. Risk Management and Oversight

3. Enterprise Risk Management

4. Internal Control

5. Roles and Responsibilities of Internal Control

6. Disclosure about Risk, Risk Management and Internal Control

Corporate Governance and Shareholder Rights

1. Rights of Shareholders

2. Challenges in Exercising Shareholders Rights

3. Corporate Governance issues with regard to Related Party Transactions

4. Role of Investor Associations in Securing Shareholders Rights

5. Role of Institutional Investors in Corporate Governance

Corporate Governance and Other Stakeholders

1. Employees

2. Customers

3. Lenders

4. Vendors

5. Government

6. Society

Corporate Governance Forums

1. The Institute of Company Secretaries of India

2. National Foundation for Corporate Governance

3. Organisation for Economic Co-operation and Development

4. Global Corporate Governance Forum

5. Institute of Directors

6. Commonwealth Association of Corporate Governance

7. International Corporate Governance Network

8. The European Corporate Governance Institute

9. Conference Board

10. The Asian Corporate Governance Association

11. Corporate Secretaries International Association

Part B: Sustainability (30 Marks)

Sustainability

1. Meaning and Scope

2. Corporate Social Responsibility and Corporate Sustainability

3. Sustainability Terminologies and Meanings

4. Why is Sustainability an Imperative

5. Sustainability Case Studies

6. Triple Bottom Line (TBL)

Corporate Sustainability Reporting Frameworks

1. Global Reporting Initiative Guidelines

2. National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business

3. International Standards

4. Sustainability Indices

5. Principles of Responsible Investment

6. Challenges in Mainstreaming Sustainability Reporting

7. Sustainability Reporting Case Studies

Legal Framework, Conventions, Treaties on Environmental and Social Aspects

Principle of Absolute Liability – Case Studies

Contemporary Developments – Integrated Reporting