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
Ethics, Business Ethics, Corporate Governance, Governance through Inner Consciousness and Sustainability
Failure of Governance and its Consequences
Ethical Principles in Business
Role of Board of Directors
Organisation Climate and Structure and Ethics
Addressing Ethical Dilemmas
Code of Ethics; Ethics Committee; Ethics Training; Integrity Pact
Case Studies and Contemporary Developments
Conceptual Framework of Corporate Governance
Introduction, Need and Scope
Evolution of Corporate Governance
Developments in India
Developments in Corporate Governance – A Global Perspective
Elements of Good Corporate Governance
Board Effectiveness – Issues and Challenges
Board Composition; Diversity in Board Room; Types of Directors; Board’s Role and Responsibilities
Chairman, CEO, Separation of Roles
Relationship between Directors and Executives
Visionary Leadership
Board Charter, Meetings and Processes
Directors’ Training and Development
Performance Evaluation of Board and Directors
Board Committees
Introduction
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
Under Listing Agreement, SEBI Guidelines, Companies Act
Corporate Governance in-PSUs-Banks-Insurance Companies
Legislative Framework of Corporate Governance – An International Perspective
Australia
Singapore
South Africa
United Kingdom
Contemporary Developments in the Global Arena
Risk Management and Internal Control
Risk and its Classification
Risk Management and Oversight
Enterprise Risk Management
Internal Control
Roles and Responsibilities of Internal Control
Disclosure about Risk, Risk Management and Internal Control
Corporate Governance and Shareholder Rights
Rights of Shareholders
Challenges in Exercising Shareholders Rights
Corporate Governance issues with regard to Related Party Transactions
Role of Investor Associations in Securing Shareholders Rights
Role of Institutional Investors in Corporate Governance
Corporate Governance and Other Stakeholders
Employees
Customers
Lenders
Vendors
Government
Society
Corporate Governance Forums
The Institute of Company Secretaries of India
National Foundation for Corporate Governance
Organisation for Economic Co-operation and Development
Global Corporate Governance Forum
Institute of Directors
Commonwealth Association of Corporate Governance
International Corporate Governance Network
The European Corporate Governance Institute
Conference Board
The Asian Corporate Governance Association
Corporate Secretaries International Association
Part B: Sustainability (30 Marks)
Sustainability
Meaning and Scope
Corporate Social Responsibility and Corporate Sustainability
Sustainability Terminologies and Meanings
Why is Sustainability an Imperative
Sustainability Case Studies
Triple Bottom Line (TBL)
Corporate Sustainability Reporting Frameworks
Global Reporting Initiative Guidelines
National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business
International Standards
Sustainability Indices
Principles of Responsible Investment
Challenges in Mainstreaming Sustainability Reporting
Sustainability Reporting Case Studies
Legal Framework, Conventions, Treaties on Environmental and Social Aspects
Principle of Absolute Liability – Case Studies
Contemporary Developments – Integrated Reporting
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