GGSR REVIEWERS

How far is your understanding of the important elements of the syllabus. The

purpose of a syllabus quiz is not only to familiarize students with
the syllabus content, but also gives students a chance to reflect
on questions that were asked in previous terms.
All exercises and
requirements for the
course are to be Answer 1
complied by the Students Course Porfolio
students as part of
their ____________.
It's most basic
purpose is as a
communication
mechanism.   It is a
brief summary of the
significant learning
experiences for
a course,  appear in
individual Course Out
lines and in the
Program of Studies
(POSs) for individual
programs.
In this course, it is Answer 2
designed to inform Course Description

and stimulate
thinking on issues of
ethics and social
responsibility
encountered in
business which
discusses ethical
theories, principles
and concepts as they
apply to that human
activity, we call
“business”.

Graded recitation hel Answer 3
ps the students to 20%
learn how to apply
the lessons/lectures. It
gives insights into the
reasoning that was
used to arrive at a
solution. It is
important, however,
for students to be
actively involved in
the recitation. 
Likewise research
works are as
important too for it
provides accurate and
timely information on
a particular subject or
topic corroborated
with evidence or
existing conditions. 
In this subject, how
many percent is the
weight given for
graded recitation and
research works.
The institution that
provides quality Answer 4
learning and biblical LVCC Vision
moral standards.
To be the front runner
in providing
academic excellence
Answer 5
and morally upright
LVCC Mission
principles.

Among others,  upon Answer 6

completion of the Course Learning Outcomes
course, the students
are expected to have
knowledge of these . 
In what part of the
Syllabus can you find
these:
1.   Be able to
demonstrate the
ability to analyze
moral issues in
business and provide
appropriate ethical
solutions to them.
2.   Exhibit conviction
of a true business
leader, in and out of
the workplace.
3.  Manifest a desire
for institutionalization
of corporate social
responsibility among
Filipino businesses.
4.  Exhibit a strong
desire to apply the
principles of good
governance in
running and operating
profit and non-profit
organizations.
Teaching and
learning is a process
that includes many
variables. These
variables interact
as learners work
toward their goals and
incorporate new Answer 7
knowledge, Lectures, individual activity, reporting and discussions.
behaviors, and skills
that add to their range
of learning experienc
es.  What teaching
and learning activities
will be used in this
course or subject? 
During the new Answer 8
normal, Internet materials or online resources coming from different sources w hich the researchers have their choices.
online learning resour
ces have a positive
impact on students'
academic self-
confidence because
they provide them
with extra
information that are
required.  Depending
upon the
resourcefulness of the
students, study finds
that these resources ar
e used by a
substantial number of
students to aid
learning, increasing
productivity, and
improving teaching.
The availability of
such
targeted resources lea
ds to an improved
student experience. 
What are the
prominent or most
conspicuous source of
information in these
times?
Assessment is a key Answer 9
component MCQ, Matching, Essays, GR & Reporting
of learning because it
helps students learn
and be able to see
how they are doing in
a class, they are able
to determine whether
or not they
understand the
subject and the
materials used.  It can
also motivate students
to try more and do
more.  In reality,
assessment helps both
the students and
the teachers.  Being
so, teachers have to
design assessment
tools or tasks that will
be used to be able to
know the how far
have they gone with
the subject
matters/topics.  In this
course or subject,
what are the
assessment or
evaluation tool
chosen by the
instructor?
Per Section 1551 of
CHED’s Manual of
Regulation for Private
Educational
Institution, a student
who has incurred
absences more than
_____ of the total
Answer 10
number of school
Tw enty percent (20%)
days shall not be
given credit to the
course regardless of
class standing.  For
further provisions of
the said policy, please
refer to the LVCC
Student Handbook.
Feedback
Your answer is correct.
The correct answer is:
All exercises and requirements for the course are to be complied by the
students as part of their ____________. → Students Course Porfolio,
It's most basic purpose is as a communication mechanism.   It is a brief
summary of the significant learning experiences for a course,  appear in
individual Course Outlines and in the Program of Studies (POSs) for individual
programs.

In this course, it is designed to inform and stimulate thinking on issues of

ethics and social responsibility encountered in business which discusses
ethical theories, principles and concepts as they apply to that human activity,
we call “business”.
→ Course Description,
Graded recitation helps the students to learn how to apply the
lessons/lectures. It gives insights into the reasoning that was used to arrive at
a solution. It is important, however, for students to be actively involved in
the recitation.  Likewise research works are as important too for it provides
accurate and timely information on a particular subject or topic corroborated
with evidence or existing conditions.  In this subject, how many percent is the
weight given for graded recitation and research works. → 20%,
The institution that provides quality learning and biblical moral standards. →
LVCC Vision,

To be the front runner in providing academic excellence and morally upright

principles. → LVCC Mission,
Among others,  upon completion of the course, the students are expected to
have knowledge of these .  In what part of the Syllabus can you find these:
1.   Be able to demonstrate the ability to analyze moral issues in business and
provide appropriate ethical solutions to them.
2.   Exhibit conviction of a true business leader, in and out of the workplace.
3.  Manifest a desire for institutionalization of corporate social responsibility
among Filipino businesses.
4.  Exhibit a strong desire to apply the principles of good governance in
running and operating profit and non-profit organizations. → Course Learning
Outcomes,
Teaching and learning is a process that includes many variables. These
variables interact as learners work toward their goals and incorporate new
knowledge, behaviors, and skills that add to their range
of learning experiences.  What teaching and learning activities will be used in
this course or subject?  → Lectures, individual activity, reporting and
discussions.,
During the new normal, online learning resources have a positive impact on
students' academic self-confidence because they provide them with extra
information that are required.  Depending upon the resourcefulness of the
students, study finds that these resources are used by a substantial number of
students to aid learning, increasing productivity, and improving teaching. The
availability of such targeted resources leads to an improved student
experience.  What are the prominent or most conspicuous source of
information in these times? → Internet materials or online resources coming
from different sources which the researchers have their choices.,
Assessment is a key component of learning because it helps students learn
and be able to see how they are doing in a class, they are able to determine
whether or not they understand the subject and the materials used.  It can
also motivate students to try more and do more.  In reality, assessment helps
both the students and the teachers.  Being so, teachers have to
design assessment tools or tasks that will be used to be able to know the how
far have they gone with the subject matters/topics.  In this course or subject,
what are the assessment or evaluation tool chosen by the instructor? →
MCQ, Matching, Essays, GR & Reporting,
Per Section 1551 of CHED’s Manual of Regulation for Private Educational
Institution, a student who has incurred absences more than _____ of the total
number of school days shall not be given credit to the course regardless of
class standing.  For further provisions of the said policy, please refer to the
LVCC Student Handbook. → Twenty percent (20%)
PDF:http://jdm.du.ac.in/question-bank/question-bank/B.comHIIIyearGOVERNANCE%20ETHICSANDSOCI

ALRESPONSIBILITY.pdf

What is Governance?

● Rules and practices by which the BOD ensures accountability, fairness and transparency in its decision
making

● Governance determines who has a voice in making decisions, how those decisions are made and who

is accountable. The rules for governing are defined in the association’s by-laws and other governance

documents. Ultimately, however, it is the norms and actions of the association’s leaders that determines

the effectiveness of governance.

Good Governance is a robust and reliable system for making confident and timely decisions. It gives
members

confidence in the decision making process and leads to better decisions. It builds trust and respect
between

members and elected leaders and it ensures ethical decision making.

Association

● has the obligation to Communicate, explain and answer to members for the consequences of the

decisions they made.

● Association should implement decisions and follow processes that make the best use of resources
while

medicating risks.

Board decisions should be consistent with relevant registration, common law and association’s letters
patent.

Board makes decisions based on what is best for the membership. Which requires that they solicit and
listen to

their needs.

Unethical business practices such as corruption, underpaid labor, fraud and bribery.

Business Ethics

● provides principles and standards that determine acceptable moral conduct in the business

environment.

● Entails the way the organization interacts with their customers and the world at large

Social Responsibility

● Basically entails doing what is best for the society

● Contributes to sustainable development by delivering economic, social and environmental benefits for
all

stockholders on the products or services a company provides

BE & SR goes hand in hand. It aims to open the perspective of business leaders to promote good morals
and

values within the industry. This promulgates the capacity of an individual to do what is right, do what he
thinks is

right and live up to what is right.

Good practices bring forth a positive image to the public, and eventually, company profitability through
the

innovated product or service being sold to them.

https://lms.lvcc.com.ph/mod/resource/view.php?id=11777

GOOD GOVERNANCE

- Is the complete set of principles or rules that have to be developed with the passage of time for
meeting

new challenges in various areas such as:

● Quality

● Reputation

● Probity

● Accountability and Finance

● Commerce

● Risk

- When the organization’s management started to get separated from its ownership, the concept of
good

governance began gaining entrance in the field of the corporate world

SOCIAL RESPONSIBILITY

- An ethical or ideological theory in which an entity, that can be an individual or an organization, has a

responsibility of acting on behalf of the society.

- It is considered as an obligation that every org or individual has to perform for keeping a balance

between ecosystem and the economy.

- Main Purpose:

● To ensure equilibrium between environment and society

● The gov has to impose certain restrictions by developing the code of business ethics that will
allow every company and individual to fulfill their respective social responsibilities.

GG & SR INTER-LINK

- Aims to give protection to the interests of stakeholders so that they can get benefited from the
decision

making processes of existing entities especially corporations.

What is SOCIAL RESPONSIBILITY?

- It is a term that is used to explain the contract, either written or verbal, that a corporation is required

to accomplish in its business environment. Every company has to ensure compliance with specific

standards that are set by the customers, society and investors. While, majority of these compliances are

available in the form of regulations, some others are practiced in good faith by the citizens.

- From an organization's point of view, it is an obligation of the firm's management to make decisions
and

implement actions that will improvise the interest and welfare of the society. There are various levels of

social responsibilities that have to be supported by the organizations such as ethical, legal, discretionary

and economic.

- 6 Key Areas:ECSGCO

● Employees

● Customers

● Shareholders

● Government

● community/ environment

● Other groups or associations

PRIMARY LEGAL RESPONSIBILITIES OF SR

1. The corporation should develop its Statement or Code of Ethics; and

2. Ensure that the business practices are conducted in accordance with the ethical practices outlined by

the government body.

OTHER Legal Responsibilities of SR

- Although different corporations have varying roles, but they have to ensure compliance with the rules

that are set by the government such as:

● civil rights of the citizens,

● provide human rights of the employees,

● offer authentic and genuine products and services to customers,

● make available financial statements to the investors for ensuring transparency,

● protecting the environment by carrying out activities in an environmental-friendly way and

making valuable contribution in the country's economy

GOVERNANCE LAWS of Business & Society

1. To ensure that it does not exploit the rights of its employees by promoting the idea of equal
employment

opportunities;

2. Minimum wages as implemented by the laws;

3. Healthy and safe working conditions;

4. Assisting them in turbulent times;

5. Worthwhile solutions for health care and other facilities; and

6. Avoiding any kind of discrimination within the business operations

GG VS. SR

● GG is a part of investor relationships and does nothing more regarding such governance except to

identify that it is important to investors/ potential investors and to flag up that they have such
governance

policies.

● The more enlightened recognize that there is a clear link between governance and corporate social

responsibility (CSR) and make efforts to link the two.

● Often this is no more than making a claim that GG is a part of the CSR policy as well as a part of their

relationship with shareholders.

CORRUPTION

The abuse of entrusted power for private gain.

● Direct – extortion, costs of doing business

● Indirect – loss of competitiveness, weak market institutions

Sources:
● PUBLIC PROCUREMENT

● PUBLIC-PRIVATE CORRUPTION

● GAINING UNFAIR COMPETITIVE ADVANTAGE

ROLE OF PRIVATE SECTOR

● Mobilizing private sector for reform

● Reform company (internal) and national (external) institutions

Importance of Corporate Governance (CG) to Addressing Corruption (TAFR)

1. Transparency

2. Accountability

3. Fairness

4. responsibility

Effective Corporate Governance means that:

● Board members exercise good judgment

● Transparency values are present

● Investors receive timely and relevant information

● Decision-making is not done behind closed doors

● Decision-makers are held accountable for their actions

● Managers act in the interest of a company

Implementing Good Governance

● BODs take formal responsibility

● Effective whistle-blowing channels exist

● Embedded internal control measures

● Formal accounting procedures set up that check for bribery

● Internal communication and training

ROLE OF BUSINESS ETHICS

● Establishing a culture of ethical behavior and integrity where corruption is unacceptable, and

communicating and embedding it in the organization.

● Unless it is clear that the directors and senior management of the company take these issues
seriously,
they will not be taken seriously by rank and file employees and associated persons who perform

services for or act on behalf of the company

● Values and Principles

https://lms.lvcc.com.ph/pluginfile.php/65112/mod_resource/content/1/GGSR%201%20Welcome.pdf

PART 1 GGSR

COURSE DESCRIPTION

- The course deals with the basic conceptual themes and ideas about the interaction of business and

society.

- It will tackle issues such as:

● Business and the social, ethical, natural environment;

● Business and stakeholders; and

● Current social issues that somehow affect business operations.

- Concerns which are often overlooked by business in its pursuits of profits such as corporate social

responsibility will also be given emphasis to instill in the students a sense of urgency given in the global

changes happening now.

COURSE OBJECTIVES

● Explain the role of ethics and social responsibility in the global economy.

● Explain the relevant study of the fundamental moral principles applied to business.

● Facilitate ethical deliberation by stirring the moral conscience.

● Develop reasoning and analytical skills needed for ethical decision making in business. Engage the

students in ethical practice, social justice, and social responsibility initiatives.

● Provide an understanding on a philosophical basis in doing what is right.

● Analyze case studies of up to date moral problems faced by businesses.

CORPORATE GOVERNANCE

● Concerned with holding the balance between economic and social goals and between individual and

community goals. The corporate governance framework is there to encourage the efficient use of

resources and equally to require accountability for the stewardship of those resources. The aim is to

align as nearly as possible the interests of individuals, corporations and society.

● Corporate Social Responsibility is concerned with treating the stakeholders of the firm ethically or in a
socially responsible manner. Stakeholders exist both within a firm and outside. Consequently, behaving

socially responsibly will increase the human development of stakeholders both within and outside the

corporation.

WHAT IS GOVERNANCE?

Governance in its broadest interpretation refers to:

● How an organization is run, including the various processes, systems, and controls that are employed.

● But in a more practical sense, it is really about a governance team, or Board, being able to strategically

direct and lead an organization.

● This includes being able to make key decisions regarding priorities and roles, to define expectations
and

delegate authority, and to adhere to legal requirements.

● It is not about managing programs or people, nor about operational details. Ultimately the application
of

good governance serves to realize organizational goals.

WHAT IS GOOD GOVERNANCE?

Good governance is also about –

● Achieving desired results in a manner consistent with organizational values and accepted social norms.

Ex: World of Sport - where their product is people, in particular, the athletes.

● Sport governance must meld the passion and dedication of volunteers into a focused governance
team,

operating with integrity and striving to enhance the experiences of the participants, and the
performance

and reputation of the sport.

CHARACTERISTICS OF GOOD GOVERNANCE

(Governing laws & rules, Business Ethics)

● Lean, clear, empowering by laws (L)

● A Board educated about its role (L)

● An active and engaged Board (L)

● Committees that address the key components of the Board's work (L)

● Terms of reference (for committees) and position descriptions (for individuals) (L)
● A vision,mission, and a plan (B)

● Organizational values that are widely communicated and reflected in policies, plans, programs,

decisions, actions (B)

● Separation of governance and management roles (L)

● Effective relationships within the Board, and between Board and staff (B)

Why does governance matter for sport organizations ? Transparency, Accountability, Prudence

● Strategic thinking and direction-setting are fundamental to success

● The sport environment is complex and the demands on leaders are significant

● Management can thrive when supported by strong governance

● Organizations need to be accountable to their members and stakeholders

● Organizations want to be recognized as credible by the public

● Funding Partners expect results and accountability

● Participants in sport have high expectations of their organization and its leaders.

Five Principles underpinned by a commitment to high standards of ethical behavior

● Commitment to Vision, Value and Guided by a Strategic Plan

● Clarity of Roles and Responsibilities

● Effective Financial Control

● Focused on Human Resources

● Transparent and Accountable for Outcomes and Results

What makes up the high standards of ethical behaviour ?

Central to the five governance principles is the expectation that Directors –

● will model the highest standards of ethical behaviour,

● acting honestly and in good faith, and

● in the best interests of their organization.

● As guardians of their organization, Directors are looked to for leadership and vision.

● They set the strategic direction, and protect the reputation and integrity of the organization.

STANDARDS OF ETHICAL BEHAVIOR

● Elect BODs who knows the business

● Compensate staff with a view of long-term success

● Strengthen and invest in BODs development

● Adopt a comprehensive and strategic approach to managing risk

● Evaluate impact and monitor performance regularly

● Go beyond - consider the triple bottom line (economic, environmental and social interests) when

measuring your organization's performance

● Be accountable to your members, to each other, to the public

● Communicate your commitment to generate trust and shared understanding

● Set high standards to stimulate continuous improvement

There are several areas that are integral to implementing a high standard of ethical behaviour and
underpin the

five governance principles.

Principles of Corporate Governance (TARF)

● Transparency

● Accountability

● Responsibility

● Fairness

Elements of Corporate Governance

● Dispersed ownership

● Transparent ownership

● One share/ one vote

● Anti-takeover defenses

● Meeting notification

● Board size

● Outside directors

● Independent directors

● Written board guidelines

● Board committees

● Disclosure

● Accounting standards
● Independent audit

● Board disclosure

● Timely disclosure

BOARD OF DIRECTORS (BOD) - the governing body elected by the stockholders that exercises the
corporate

powers of a corporation, conducts all its business and controls its properties

- Legal Responsibilities: Directors ensure that the organization complies with the Not-for-Profit

Corporation Act (NPCA) and acts in accordance with its By-laws. The Board ensures that the

Constitution, Bylaws, and policies are up to date and meet legal requirements.

- Standards, regulatory and policy functions:

● BODs require current policies, systems and structures to guide the direction and operations in

an effective and efficient manner.

● BODs should be conscious of the standards to which it operates, and its role in exercising

appropriate and effective control over the organization.

● BODs, being aware of the regulatory and legal requirements and ensuring a clear set of

policies is in place are essential for accountability.

- Performance Measurement:

● Key component of effective governance

● Decide on performance indicators

● Assess the BOD and staff performances

- Culture of respect, tolerance, inclusiveness, and integrity:

● A function of the organization's leaders

● Board of Directors as model with high ethical standards

- What are the Recommended practices for Not-for-Profit BODs?

● Being transparent

● Steering toward the mission and guiding strategic planning;

● Developing appropriate structures;

● Understands its role and avoids conflicts of interest;

● Maintaining fiscal responsibility;

● An effective management team is in place and overseeing its activities;

● Implementing assessment and control systems; and,

● Planning for the succession and diversity of the Board.

SUMMARY

GOOD GOVERNANCE

● Is about achieving desired results consistent with organizational values and accepted social norms.

● The characteristics of good governance and how they matter to sport organizations.

● The importance of good governance:

- Commitment to Vision

- Value and Guided by a Strategic Plan

- Clarity of Roles and Responsibilities

- Effective Financial Control

- Focused on Human Resources and

- Transparent and Accountable for Outcomes and Results underpinned by a commitment to high

standards of ethical behaviour

SOCIAL RESPONSIBILITY

Used to explain the contract, that a corporation is required to accomplish in its business environment.

● There is no universally accepted definition of the word “CSR”, the meaning and definition of CSR

depends upon mainly two factors; firstly, context in which it is used and secondly, stakeholder. The

difficulty in defining precisely CSR is in part reflective of the way in which this topic has developed and

the context of its use. For some, it has grown out of corporate philanthropy with a clear emphasis on

social improvements or strategic investment keeping in view long term goals. For others, CSR has a

much broader definition and is closely related to the sustainable development and environment issues.

RELATIONSHIP BETWEEN CSR AND CG

● CSR is gradually getting fused into companies’ CG practices

● Both CG & CSR focus on the ethical practices in the business and the responsiveness of an

organization to its stakeholders and the environment in which it operates.

● CG & CSR results into better image of an organization and directly affects the performance of an

organization
● CSR is based on the concept of self governance which is related to external legal and regulatory

mechanisms, whereas CG is the widest control mechanism within which a company makes its

management decisions.

CONTRADICTION BETWEEN CG & CSR

● CG is related to profit maximization and protection who have provided capital to firm

● CSR apparently in contrast of profit maximization because it suggest a set of actions beneficial for

external stakeholder and may not be good for shareholder

● Managers hired focused to maximize the value of firm, would behave unethically by being socially

responsible

● They may raise external stakeholder value at the expense of shareholders wealth maximization

CONCLUSION

● The relationship between CG & CSR are best interpreted by abandoning the standard view of the firm

as a shareholder value maximizer and embracing the view of a firm as a stakeholder maximizer

● Social and ethically responsible firms are often viewed as the most respected and profitable firms

● CG & CSR are a strong compliments to each other

● The positive relation between CG & CSR on one hand and the market value of the firm on the other

hand suggest that market is somehow able to detect the corporations which are beyond the traditional

bottom line and towards an extended bottom line.

======================================================================

Video Presentation of GGSR Overview https://lms.lvcc.com.ph/mod/resource/view.php?id=27013

Introduction

● Business is part of human society, its activities must be viewed and examined from the perspective of

morality

● Business without ethics threatens the survival of human society and destroys the fiduciary (property)

relationships of people

● The study of business ethics paves the way for our common understanding of what is right and wrong
in

our human conduct and its implications to business as an important human activity

What is Good Governance?

● GG is about the process for making and implementing decisions

● It's not about making ‘correct’ decisions, but about the best possible process for making those
decisions

● God-decision making processes and GG share several characteristics

● All have positive effect on various aspects of local gov including consultation policies and practices,

meeting procedures, service quality protocols, counselor and office conduct, role classification and good

working relationship.

What are the main characteristics of GG?

● Accountable - Accountability is a fundamental requirement of GG. Local gov has an obli to report,

explain and be answerable for the consequences of decisions it has made on behalf of the community it

represents

● Transparent - people should be able to follow and understand the decision-making process. This

means that they will be able to see clearly how and why a decision was made - what information, advice

and consultation council considered, and which legislative requirements council followed.

● Responsive - Local gov should always try to serve the needs of the entire community while balancing

competing interests in a timely, appropriate and responsive manner

● Equitable and Inclusive - A community’s well-being results from all its members feeling their interests

have been considered by council in the decision-making process. This means that all groups,

particularly the most vulnerable, should have opportunities to participate in the process.

“Those that have less in life, should have more in law”

● Effective and Efficient - Local gov should implement decisions and follow processes that make the

best use of available people, resources and time to ensure the best possible results for their community

● Participatory - anyone affected by a decision should have the opportunity to participate in the process

for making that decisions

● Follows the Rule of Law - Decisions are consistent with relevant legislation or common law and within

the power of council

What is Business Ethics?

● The concepts of “business” and “ethics” are strange bedfellows

● It is one of the phrases listed at www.oxymoronlist.com (oxymoron, a phraseology that produces an

effect by self-contradiction)

● It is a form of applied ethics that examines ethical rules, theories and principles in a business context

● It includes the correct understanding of any moral duties or obli (orthodoxy) that apply to persons
who

are engaged in commerce (orthopraxis)

● It is a normative discipline, whereby particular ethical standards are advocated and then applied

● It is a judgement about what is right or wrong because it teaches what ought to be done and what
ought

not to be done (De George,1999)

● It evaluates individuals on how to make business decisions in accordance with moral concepts and

judgements. (is it true? Is it deceitful? Is it fair? Is it unjust? Does it cause bodily or emotional harm to

others? It is the right thing to do?) - is it ethical?

● Those who choose to conduct ethical business performs better that those who don’t (Valor,2005)

The importance of Ethical management to Business

● It is practically considered by all business leaders as relevant to business survival and corporate

reputation.

● Without ethics, businessmen will set their own moral standards, moral rules and moral principles

● It does not evaluate the morality of human conduct but also provides a common understanding of the

universal, objective and irreversible moral principles that govern human behavior and guide moral

decisions.

● Evaluate, measure and predict the outcomes of their business plans and decisions in terms of

profitability and quantity of goods sold. (Quantitative techniques to measure viability and profitability of

business)

● It opens a novel way of resolving moral problems and ethical dilemmas affecting business transactions

and the interactions of people in the corporate world

● It enhances the human and interpersonal skills of managers so they can be more effective in managing

the human side of the organization

What is the role of ethics in management?

● Ethical management in the workplace

- Foundation of CSR (ethical issues such as employee-employer relationship, rights and

obligations and etc. in the Labor Code of the Phil)

- Preventing discrimination issues in the workplace

- Moral challenges affecting the privacy of the employer, the practice of whistle blowing, and

working conditions and occupational safety may take place

● Ethical Management regarding intellectual property right

- Issues regarding bioprospecting (considered ethical) and biopiracy (considered unethical),

copyright, patent, and trademark infringement, business intelligence, employee trading, and

industrial espionage.

● Ethical management in sales, advertising and marketing

- Issues on pricing and price fixing, moral dimension of anti-trust or anti-carte law, bait and

switch, viral marketing, pyramid scandal, and sex in advertising.

● Ethical management in production

- Duties of company to ensure that all products and production processes do not cause harm

- Moral relations between business and environment and ethics problems arising out of new

technologies such as mobile-phone radiation and genetically modified food.

● Ethical management in finance, accounting and auditing

- Issues comprises executive compensations, manipulation of financial markets, bribery,

facilitation payments, fraud and false reporting

- Its practical CSR application is corporate governance, accountability and value-based

management.

How business ethics are linked with CSR?

● Business ethics is one branch of professional and applied ethics. The growth of this discipline can be

seen in the inclusion in serious CSR discussions and debate, and vice-versa.

● Based on Journal of Business Ethics and Journal of Corporate citizenship, it appease that research

direction for the new millennium regarding business ethics (on personal level) embraces the integrative

approach to social performance on the corporate level (Griffin, 2000)

● When business does not attempt to see a rigorous respect for moral, cultural and spiritual
requirements,
based on the dignity of the person and on the proper identity of each community… then all the rest

(availability of goods, abundance of technical resources applied to daily life, a certain level of material

well-being) will prove unsatisfactory and in the end contemptible.

Corporate Citizen and ethics

● Business ethics seeks to determine whether a particular behavior, decision or action of an individual or

org is morally right or wrong

● Practice objectivity rather than subjectivity

● Business ethics knocks on one’s conscience before the individual makes a business decision, while

CSR nags the moral accountability of a group of individuals

● Practice ethics first, before CSR

Business ethics as a philosophy of management

● Ethics is principally persona, CSR is social and corporate

● Ethics serves as a guidepost in one’s private and professional life, however, the ethical behavior of a

corporation depends to a large extent on the moral conviction of its CEO and managers

● CSR (dependent variable) based on their performance, on what they can contribute to the whole,

macro level

● Ethics (independent variable)

Ethical management on public relation and profitability

● The Practice of SR and ethics increases the sales of a company

● Not every individuals or company practices ethics and benchmarks CSR to do public relations and

increase sales

● “You practice ethics because it is your philosophy of management; you benchmark because it is the

right thing to do”

The biggest challenge in business ethics & CSR

● The biggest challenge is:

- To implement ethical management

- To sustain ethical management

- Share resources with all, those in need

● Both business ethics and CSR are dedicated to the mutual interests existing between business growth
and social development

● Demonstrating how profit motive and corporate gain serve the interests of various stakeholders

(freeman, 1984)

● Revenues are not meant to fill up the pockets of business owners but are meant for all - in accordance

with justice

The need for a CSR department

● It is advantageous because it requires the involvement of everyone

● It should not be governed by lawyer because ethical management is beyond legal and regulatory

compliance (what is legal may not be moral, vice-versa)

● CSR includes code of conduct, corporate citizenship, employee volunteerism, resource sharing and

management, social investment, and sustainable development

● CSR is interested in broadening participation in social developments efforts by getting more people to

participate in poverty-alleviations and community involvement

● The goal of CSR and ethics is the MORAL EXCELLENCE of all players in the business

====================================================================================

Business Ethics https://lms.lvcc.com.ph/pluginfile.php/167763/mod_resource/content/2/Business

%20Ethics.pdf

Introduction to Ethics

● Ethics is the rational reflection on what is right, what is wrong, what is just, what is unjust, what is
good

and what is bad in terms of human behaviour.

● Some ethical principles are:

- Truthfulness

- Honesty

- Loyalty

- Respect

- Fairness

- Integrity

Origin of Ethics
● The word Ethics is derived from the Latin word ‘Ethicus’ & the Greek word ‘Ethikos’

● Ethics are an arrangement of decent principles and a branch of attitude which defines what is good for

individuals and society.

● There are many known figures in the history of ethics, Greek philosophers Plato and Aristotle, modern

influencers include such people, as Immanuel Kant, Jeremy Bentham, John Stuart Mill, D.W. Ross, C.L.

Stevenson, Alasdair MacIntyre & John Rawis.

Ethics - refers to the evaluation of moral values, principles and standards of human conduct and its
application in

daily life to determine acceptable human behaviour.

What is business ethics?

● Business ethics (also Corporate ethics) is a form of applied ethics or professional ethics that examines

ethical principles and moral or ethical problems that arise in a business environment. It applies to all

aspects of business conduct and is relevant to the conduct of individuals and entire organization.

Levels of Business Ethics

● MACRO LEVEL – Relating to conduct of business in economic, political, legal and social systems. •

● CORPORATE LEVEL – Relating to ethical standards embedded in the policies and procedures of the

organization.

● INDIVIDUAL LEVEL – Relating to the behavior or conduct of an individual.

Features of Business Ethics

● CODE OF CONDUCT

● BASED ON MORAL AND SOCIAL VALUES

● DISCIPLINE

● PROVIDES BASIC FRAMEWORK

● VOLUNTARY

● RELATIVE TERM

● NEW CONCEPT

● PERSONAL DIGNITY

● RELATED TO HUMAN ASPECT

● STUDY OF GOALS AND MEANS

● REQUIRES EDUCATION AND GUIDANCE

● GREATER THAN LAW

● GIVES PROTECTION TO SOCIAL GROUPS

● BUSINESS SOCIAL RELATIONSHIPS

● DIFFERENT FROM SOCIAL RESPONSIBILITY

● NOT AGAINST PROFIT MAKING

Types of Business Ethics

1. Meta-Ethics - Study of origin and meaning of ethical concepts.

2. Normative Ethics - Study of principles, rules or theories that guide our actions and judgements

3. Applied Ethics - Analysis of specific, controversi al, moral issues like abortion, animal rights

4. Descriptive Ethics - Morals of society describing how people behave.

Sources of Business Ethics

1. Religion

2. Law

3. Culture

Importance of Business Ethics

● Goodwill

● Profitability

● Survival of business

● Healthy competition

● Customer satisfaction

● Safeguarding customer rights

● Protecting employees and shareholders

● Smooth function of business

● Consumer movement

● Importance of labor

Scope of Business Ethics

● Ethics in compliance

- Compliance is about obeying and adhering to rules and authority. The motivation for being
compliant could be to do the right thing out of fear of being caught rather than a desire to be

abiding by the law

● Ethics in Finance

- The ethical issues in finance that companies and employees are confronted with include:

● In accounting – window dressing, misleading financial analysis.

● Related party transactions not at arm’s length

● Insider trading, securities fraud leading to manipulation of the financial markets

● Executive compensation.

● Bribery, kickbacks, over billing of expenses, facilitation payments.

● Fake reimbursements.

Ethics and Human Resource Management

● Objectives

- Identify factors in the emergence of the debate on ethical issues in HRM

- Describe and discuss basic ethical theories & principles

- Understand issues involved in the consideration of rights & responsibilities in the employment

relationship

- Understand issues involved in the consideration of fairness and justice in the employment

relationship

- Identify challenges to the ethically of HRM

Why ethics are important in HRM?

● ethics

- General term commonly used to refer both moral beliefs and ethical theory

● The study of ethics in the HRM context is important because of dynamic and interrelated shifts in the

organisation of work

- Changes in international economies

- Changes at the national level in policy and institutional structures

- Changes at the enterprise level in the policies, systems and practices of employment

SCOPE OF BUSINESS ETHICS

Ethics in Human Resources

- HRM plays a decisive role in introducing and implementing ethics. Ethics should be a pivotal

issue for Human Resource specialists. The ethics of human resource management covers

those ethical issues arising around the employer-employee relationship, such as the right and

duties owed between employer and employee.

Who is an Employer

- The employer is the organization or company which puts to work, employs or hires the services

of the employee. The employer has the mandate of compensating the services rendered by the

employee in a way which is agreed upon by both parties in the employment contract or as per

the organization’s policy.

Who is an Employee?

- An employee is a person who works for an organization or a company on a part-time or

full-time basis and receives compensation for the services rendered in the form of a salary. An

employee is hired for a specific job or just to provide labor and does his/her work in the service

of another entity, mostly the employer.

The rights & responsibilities of employers and employees

● Human Rights

- The right of people, particularly vulnerable people, to moral protection

● Rights and duties of employees

- Suggests that employees are seen to have rights and duties that not only encompass basic

human rights and duties but also take into account the particular demands of the work setting.

Rights & Duties of Employees

Employee Rights Employee Duties

Right to freedom from discrimination Duty to comply with labour contract

Right to privacy Duty to comply with the law

Right to due process Duty to respect the employer’s property

Right to collective bargaining and association and the

right to strike

Right to healthy and safe working conditions

Right to freedom of conscience and speech

Right to work

Beyond Basic Rights and Duties

● Rights

- Right to meaningful work

- Right to employability

● Duties

- Whistleblowing - reporting outside an org on activities, within an org, that have the potential to

cause serious harm to the public

Issues of Justice and Fairness in the employment relationship

● Organizational justice

- Reflects indiv or group decisions of fairness w/in an org and behavioral reactions to such

perceptions

● Distributive justice (distributive fairness)

- The perception that rewards are distributed in relation to contribution

● Procedural justice (also procedural fairness)

- A concept of justice focusing on the methods used to determine the outcomes received

● Interactional justice (also interpersonal fairness)

- Refer to the quality of interpersonal treatment processes.

The thicality of HRM

● Refers to the ethical endowment or quality of HRM - that is, the extent to which HRM possesses such

qualities.

● The HR manager or HR function:

- The moral development of managers

- ‘Rules’ for a moral manager

- Duality of roles or conflict of interest

● HRM in the enterprise

- Ethical leadership & culture

- Strategic HRM or HRM as a strategic tool

- High-commitment HRM
A management approach that emphasizes employee engagement, participation in decision

making and systematic relationships between technical, social and other org elements.

● HRM in society

- The accommodation of labour

- The suppression of pluralism and collectivism

Summary

● Ethical theories provide FW for assessing whether something is right or wrong

● Important ethical issues for HR managers include:

- Understanding the rights and responsibilities of employers and employees

- Understanding justice and fairness in the employment relationship

- Considering the ethicality of HRM

- Considering the role of HRM in society

SCOPE OF BUSINESS ETHICS

● Ethics in Marketing

- Pricing: price fixing, price discrimination, price skimming

- Anti-competitive practices like manipulation of supply, exclusive dealing arrangements, tying

arrangements etc.

- Misleading arrangements.

- Content of advertisements.

- Children and marketing.

- Black markets, grey markets.

● Ethics in Production

- Defective, addictive and inherently dangerous products

- Ethical relations between the company and the environment include pollution, environmental

ethics, and carbon emissions trading.

- Ethical problems arising out of new technologies for example Genetically modified food

- Product testing ethics

PRINCIPLES OF BUSINESS ETHICS

1. Honesty
2. Integrity

3. Accountability

4. Loyalty

5. Fairness

6. Concern for Others

7. Respect for Others

8. Law Abiding

9. Commitment to Excellence

10. Leadership

11. Reputation & Morale

12. Promise-Keeping & Trustworthiness

CUSTOMERS RIGHTS

● It is generally a reference to a body of law that pertains to things the producers of goods must do to

protect customers from harm. These laws have come into existence through series of legal disputes,

and have been shaped by results of those cases. In few instances, some states have actually codified

regulations that they refer to as consumer rights laws, but this is not yet the majority practice, and even

these codifications may not cover all of the principles that are generally considered consumer rights.

● The right to be Heard

- Every consumer has the right to seek out for justice. Upset consumers who have been a victim

of corporate exploitations can take the matter to the redressal agencies and file a suit against

the insensitive company. This right is often put to ill use by many consumers and is hence a

very delicate right.

● The right to information

- Every consumer has the right to information. Consumers should be provided with truthful and

genuine information. Information should not have an ill purpose and should not be incorrect. In

other words, consumers have the right to truthful information.

● The right to protection

- Every consumer has the right to protection. Central Consumer Protection Council, State

Consumer Protection Council, District Forum and Consumer Protection Redressal Agencies
are at the disposal of the consumers. These institutions aim at protecting Indian consumers

from exploitative companies.

● The right to assurance

- Every consumer has the right to assurance. Assurance of qualitative goods and qualitative

services. They also have the right to the assurance of the variety of commodities and services

at their disposal.

● The right to consumer education

- Every consumer also has the right to receive consumer education. This education is often a

part of every consumer protection act and amendment. The government should make immense

effort to share and spread the consumer rights to every remote area. Consumers should also

receive the right to be educated. This is very informative and knowledgeable right at the

disposal of the consumers.

ETHICS & LAW

ETHICS LAW

Describedby unwritten principles Described by formal, written documents

Interpreted by each individual Interpreted by courts

Presented by philosophers, religions, professional

groups

Established by legislatures representing all people

Personal choice Applicable to everyone

Priority determined by an individual if two principles

conflict

Priority determined by courts if two laws conflict

No external arbiter Court is final arbiter of “right”

Limited enforcement Enforceable by police and courts

Ethics in Finance

● Ethics in finance is one of the main things which everyone has to follow from small, medium and big

level companies.

● It is considered important as without financial components,no business can run for a longtime.
● Ethics in finance may vary from industry to industry but everyone is liable to do their work at utmost

good faith.

Code of Ethics in Finance

● Act with honesty and integrity avoiding conflicts of interest in personal and professional relationship

● To provide information which is full, accurate, fair, objective, timely and understandable.

● To promote ethical behavior among other associates

● Respect the confidentiality of info acquired in course of business except authorized

● Adhere to and promote this code of Ethics.

Ethical issues in Finance

● Insider Trading

● Financial Markets

● Hostile Takeovers

● Financial Statements

=============================================================================

Lecture on Corporate Governance https://lms.lvcc.com.ph/mod/resource/view.php?id=33164

National governance has been defined by the World bank as the exercise of political authority and the
use of

institutional resources to manage society’s problems and affairs. This is a view of governance which
prevails in

the present, with its assumption that governance is a top down process decided by those in power and
passed to

society at large.

This applies to governance in general but to corporate governance in particular. CG can be considered as
an

environment of trust, ethics, moral values and confidence - as a synergic effort for all the constituents of
society -

that is stakeholders, including gov; the general public and so on; providers - and the corporate sector.

One of the consequences of a consideration of the actions of an org, and the consequences of those
actions, has

been an increasing awareness of CG. CG is therefore a current buzzword the world over
GG is essential for good C performance and one view of good C performance is that of stewardship and
thus,

just as the mngt of an org is concerned with the stewardship of the financial resources of the org so too
would

mngt of it be concerned with the stewardship of environmental resources.

Stewardship in this context, therefore, is concerned w/ resources of society as well as resources of the
org. A

great deal of concern has been expressed all over the world about the operation of systems of CG - and
the

attendance problems- and its org and operation has been a major concern of business managers,
academics

and gov officials all over the world.

Many companies regard CG as simply a part of investor relationships and nothing more regarding such

governance except to identify that it is important to investors/potential investors and to flag up that
they have

such governance policies. The more enlightened recognize that there is a clear link between governance
and

CSR and make efforts to link the two.

What is ‘GOOD’ CG?

CG is the process of decision making and the process by which decisions are implemented in large
businesses.

There are various theories which describe the relationship between various stakeholders of the business
while

carrying out the activity of the business

CG THEORIES

1. Agency theory -

● Managers act as “Agents” of the corp. The owners or directors set the central objectives of the

corp. Managers are responsible for carrying out these objectives in day-to-day work of the

company. CG is control of management through designing the structures and processes.

● The owners are the principals. But principals may not have knowledge or skill for getting the

objectives executed. The principal authorizes the magers to act as “agents” and a contract

between P & A is made. Under the contract of the agency, the agent should act in good faith.
He should protect the interest of the P and should remain faithful to the goals.

● In modern corp, the shareholdings are widely spread. The mngt (the A) directly or indirectly

selected by the shareholders (the P), pursue the objectives set out by the shareholders. The

main thrust of Agency Theory is that the actions of the mngt differ from those required by the

SH to maximize their return.

● The P who are widely scattered may not be able to counter this in the absence of proper

systems in place as regards timely disclosures, monitoring and oversight. CG puts in place

such systems of oversight

2. Shareholder theory

● It is the corp which is considered as the property of share/stockholders. They can dispose of

this prop, as they like. They want to get maximum return from this property.

● The owners seek a return on their investment and that is why they invest in a corp. But this

narrow role has been expanded into overseeing its operations and its managers to ensure that

the corp is in compliance w/ ethical and legal standards set by the government. So the

directors are responsible for any damage or harm done to their property i.e., the corp.

● The role of managers is to maximize the wealth of the shareholders. They, therefore, should

exercise due diligence, care and avoid conflict reposed in them. The agents must be faithful to

SH.

3. Stakeholder theory

● The company is seen as an input-output model and all the interest groups which include

creditors, employees, customers, suppliers, local-community and the gov are to be considered.

From their point of view, a corp exists for them and not the SH alone

● The different stakeholders also have self-interest. Their interests are at times conflicting. The

managers and the corp are responsible to mediate between these different stakeholders'

interests. They have solidarity with each other. This theory assumes that stakeholders are

capable and willing to negotiate and bargain with one another. This results in long term

self-interest.

● The role of SH is reduced in the corp. But they should also work to make their interest

compatible with the other stakeholders. This requires integrity and managers play an important
role here. They are faithful agents of all stakeholders, not just stockholders.

4. Stewardship theory

● The word ‘steward’ means a person who manages another’s property or estate. Here, the word

is used in the sense of guardian in relation to a corp, this theory is value based. The managers

and employees are to safeguard the resources of the corp and its prop and interest when the

owner is absent.

● They are like caretakers. They have to take utmost care of the corp. They should not use the

prop for their selfish ends. This theory makes use of the social approach of human nature.

● The managers should manage the corp as id it is their own corp. They are not agents as such

but occupy a position of stewards. The managers and the behavior pattern is collective,

pro-organizational and trustworthy

● Thus, under this theory, first of all values as standards are identified and formulated. Second

step is to develop training programmes that help to achieve excellence. Thirdly, moral support

is important to fill any gaps in values.

Legal and Regulatory Framework

● As part of the institutional information for an assessment, it is also important to present a general

overview of the company law and securities regulation system (including self-regulation) that goes

beyond the civil law/ common law distinction, together with information about codes and principles and

the degree of compliance with them by the companies.

● W. respect to company law, it is necessary to understand the approach to distribution of powers (i.e.

what is the power of the assembly of SH vis-a-vis the BODs and the incidence of “bright lines” such as

prohibiting a company from issuing diff classes of shares, establishing voting caps etc., specifying

operation and organization of BODs and closely defining their duties.

● The approach to redress mechanisms also needs to be understood. In some systems, redress is more

oriented towards initiation by individuals and recourse to courts is required. In other systems, it is often

the case that there is some collective element such as allowing only the meeting of SH to initiate

actions, or there need first to be an official investigation by, for example, a court or securities regulator

Three Models of CG

● The CG structure of joint stock corp in a given country is determined by several factors:
- The legal and regulatory GW outlining the rights and responsibilities of all parties involved in

CG;

- The de facto rea;ities of the corporate environment in the country; and

- Each corp’s articles of incorporation

● While CG provisions may differ from corp to corp, manby de facto and de jure factors affect corp in a

similar way. Therefore, it is possible to outline a “model” of CG for a given country

● In each country, the CG structure has certain characteristics or constitut=ent elements, which

distinguishes it from structures in other countries. To date, researchers have identified 3 models of CG

in developed capital markets. These are:

1. Anglo-US model

- Is characterized by share ownership of individual, and increasingly institutional,

investors not affiliated with the corp (outside SH / “outsiders”

- A well-developed legal FW defining rights and responsibilities of 3 key players,

namely: management, directors & SH; and a comparatively uncomplicated procedure

for interaction between SH and the corp as well as among SH during or outside the

Annual General Meeting

- Equity financing is a common method of raising capital for corps in the UK and the

US. it is not surprising, therefore that US is the largest capital market in the world, and

that the London Stock Exchange is the 3rd largest stock exchange in the world (in

terms of market capitalization) after the New York Stock Exchange and Tokyo

- There is a casual relationship between the importance of equity financing, the size of

the capital market and the development of a corporate governance system. The US is

both the world’s largest capital market and the home of the world's most-developed

system of proxy voting and SH activism by institutional investors, institutional

investors also play an important role in both the capital market & CG in UK

2. Japanese Model

- Characterized by a high level of stock ownership by affiliated banks and companies; a

banking system characterized by strong, long-term links between bank and corp; a

legal, public policy and industrial policy FW designed to support and promote
“keiretsu”;

- BODs are composed almost solely of insiders; and a comparatively low level of input

of outside SH, caused and exacerbate by complicated procedures for exercising SH’s

votes

- Equity financing is important for Japanese corps. However, insiders and their affiliates

are their major SH. consequently, they play a major role in individual corp and in the

system as a whole. Conversely, the interests of outside SH are marginal. The

percentage of foreign ownership of japanese stocks is small, but it may become an

important factor in making the model more responsive to outside SH.

3. German Model

- Governs german and Autrian corps. Some elements of the model also apply in the

Netherlands and Scandinavia. Further, some corp in France and Belgium recently

introduced some elements of the German Model. The German CG model differs

significantly from both the Anglo-US and the japanese model, although some of its

elements resemble the japanese model.

- Banks hold long-term stakes un German Corps, and as in Japan, bank reps are

elected to German Boards. However, this representation is constant, unlike the

situation in japan where bank reps were elected to a corporate board only in times of

financial distress. Germany’s 3 largest universal banks play a major role; in some

parts of the country, public-sector banks are also key SH

- There are 3 unique elements of the German model that distinguish it from the other

models.

a. The German model prescribes 2 boards w/ separate members. German

corps have a two-tiered board structure consisting of a mngt board and a

supervisory board. The 2 boards are completely distinct; no one may serve

simultaneously on a corp’s mngt board and supervisory board

b. The size of the supervisory board is set by law and cannot be changed by

SH

c. In Germany and other countries following this model, voting right restrictions
are legal; these limit a SH to voting a certain percentage of the corp’s total

share capital, regardless of share-ownership position.

- Most German crps traditionally preferred bank financing over equity financing. As a

result, German stock market capitalization is small in relation to the size of the

German economy. Furthermore, the level of individual stock ownership in Germany is

low, reflecting Germans’ conservative investment strategy. It is not surprising

therefore, that the CG structure is geared towards preserving relationships between

the key players, notably banks and corporations

● Each model identifies the ff constituent elements:

- Key players in the corporate environment

● Anglo-US Model : They form what is commonly referred to as the “CG triangle”.

1. Management

2. Directors

3. SH

● Japanese Model : CG is many-sided, centering around a main bank and

financial/industrial network or keiretsu. The main bank system and the keiretsu are 2

diff, yet overlapping and complementary, elements of the Japanese model. Almost all

japanese corporations have a close relationship with a bank.

1. Main Bank

2. Keiretsu

3. Management

4. Government

● German Model : similar to japanese system, banks usually play a multi-faceted role as

a SH, lender, issuer of both equity and debt, depositary and voting agent at AGM

1. Banks

2. Corporate SHs

- The share ownership pattern in the given country

● Anglo US Model:

● Institutional investor (61%-UK)

● Individuals-21% ;1981-33%

● Institutional (53.3%-US)

* Japanese Model

● Financial institution 43%

● Corporations 25%

● Foreign owners 3%

German Model

● Institutional investor 27%

● Corporations 41%

● Institutional agent 3%

● Individual owners 4%

- The composition of the BOD (or boards, in German model)

Anglo US model :

● Insiders - person who is either employed by the corp or who has significant

personal or business relationship w/ corporate ngt.

● Outsiders - person or institution which has no direct relationship w/ the corp

or corp. management

Japanese Model

● Insiders

German Model

● Management Board (Vorstand)- responsible for daily mngt of the company.

Composed solely of “insiders”, or executives.

● Supervisory Board (Aufsichstrat)- appoints & dismisses the mngt board,

approves major mngt decisions; & advises the mngt board. It usually meets

once a month. A cop’s article of association sets the financial threshold of

corporate acts requiring supervisory board approval. Contains no “insiders”,

it is composed of labor/employee representatives and sh representatives.

The Industrial democracy act and the Law on Employee Co-determination

regulate the size and determine the composition of the supervisory board ;
they stipulate the number of members elected by labor/employees and the

number elected by sh. The number of members of supervisory board is set

by law. In small corp (<500 employees), sh elect the entire SB. in

medium-size corp[ (defined by assets and num of employees) employees

elect ⅓ of a 9-member SB. in larger corp, employees elect ½ of a

20-member SB.

- The regulatory FW

● Anglo-US Model : Pension Fund Regulation Laws

○ In the US, a federal agency, the SEC, regulates the industry, establishes the

disclosure requirements for corp and regulates communication between corp

and sh as well as among sh.

○ Laws regulating pension funds also have an important impact on corporate

governance. In 1988, the DOL responsible for regulating private pension

funds ruled that, these funds have a “fiduciary responsibility” to exercise

their stock ownership rights

● Japanese Model : Industrial Development Policies.

○ In japan, gov ministries have traditionally been extremely influential in

developing industrial policy. The ministries also wield enormous regulatory

control. However, in recent years, several factors have weakened the dev

and implementation of a comprehensive industrial policy.

● German Modell : Federal and State (LAENDER) LAW

- Disclosure requirements for publicly-listed stock corporations

- Corp actions requiring SH approval