3 1. Meaning of Ethics:Ethics in Latin Language is called Ehicus and in Greek, it is called Ethicos.

In fact this word has originated from ethos meaning Character or Manners. Ethics is thus said to be the source of morals -------- moral principles, recognised rules of conduct. The character of a man is expressed in terms of his conduct. Ethics refer to the code of conduct that guides an individual while dealing in a situation. It relates to the social rules that influence people to be honest in dealing with the other people. Ethics are the principles of behaviour that distinguish between the right from the wrong. According to Oxford Dictionary, Ethics is related to morals. It is the science of morals which is concerned with human character and conduct, capable of knowing right and wrong. Ethics concern the rightness or wrongness of human conduct. It describes what is right and what is wrong in human behaviour. These rules tell us when our behaviuor is acceptable and when it is disapproved and considered to be wrong. These are a set of rules that define right and wrong conduct. 2. Meaning of Business Ethics:Business Ethics is the Evaluation of business activities and behaviour as right or wrong. Ethical conduct confirms with what a group or society as a whole considers right behaviour. In the simplest forms, Business Ethics are moral principles that define right and wrong behaviour in the world of business. What constitutes right and wrong behaviour in business is determined by the public interest groups, and business is organizations, as well as an individuals personal words and values. Business Ethics are the desired norms of behaviour exclusively dealing with commercial transactions. Business Ethics, in short, can be described as the systematic study of moral matters pertaining to Business, industry or related activities, institutions or practices and beliefs. These are rules of business conduct by which the proprietary of business activities may be judged. But also relates to the behaviour of managers.

Business Ethics concentrate on moral standards as they apply to business policies, institutions and behaviour. It is a specialised study of moral right or wrong. Today, more and more interest is being given to the application of ethical practices in business dealing and the ethical implications of business as Business Ethics are nothing but the application of ethics in business.

1 Introduction to Business Ethics

Character of a Man

Leads To ------ Decided by

Conduct of a person

Service of action

Taken together considered as

Good or Bad Right or Wrong Moral or Immoral

By which we can Judge again

Moral Standards

Know as Moral Requires Judgment

Ethics thus can be considered as the source of Character of a person expressed as Right or wrong conduct or Actions. An understanding of Ethics:In any organization, from top management to Employees at all levels, Ethics is considered as everybodys business. In business it is not just only achieving high levels of economic performance, but also to conduct one of businesss most important social challenges, ethically.

The problems in a business are multifold. Many of the vendors offer Kickbacks to the buyers, for the purchase of their goods and securities. These bribes are many a times hefty and within a short period, the buyers make plenty of money. A number of Ethical Problems in business can arise. Case Study No. 1: - When orders dropped in any manufacturing company, the Supervisor is asked to terminate a few employees to save cost. The Supervisor knows that some of them though loyal, hard working, they have to be terminated to save his skin. He knows it is unfair to terminate the employees and still he is helpless. Even if he is given two months termination time by the Company, he will not reveal his plan of termination to the employees with a fear that employees will quit while still needed or not work as hard as they usually did after being told. The Supervisor had to entre all company rules and policies. For him, the ethical dilemma relates to two dimensions :- (I) Personal (II) Professional.

2 Case Study No.2: - In another case, a senior Librarian who was very casual and negligent in his attitude, had to make one of his weak Assistant a scapegoat at the end of the year when Library Inventory was checked and nearly 500 books were short. The Senior Librarian know very well that his Assistant is highly loyal, sincere and honest in his work and such a thing would not have happened from him. However, the reason of the books lost could not be found out by him and he had to put the blame on his junior who is mentally weak and innocent. Otherwise, he had to take the full blame. He took the decision of putting the blame on his junior rather than on himself. There would be many episodes like this, raising ethical question for a number of reasons. Sometimes society is harmed. At other times the individual makes profit in an unfair way at the expense of others. We all know the story of the clever monkey that ate the curd rice and smeared it on the face of the goat. The Goat was punished severely by his master who thought that it had eaten the same A business firm suffers many a times with higher costs when the firm has to pay hidden costs for its suppliers.

4 Ethical Rules:Ethical rules are guides to moral behavior. For example, all Societies have ethical rules and these are all basic rules of behavior which are of much use for the presentation and continuation of organised life. I. Forbidding II. Buying III. Stealing IV. Deceiving and V. Harming others.

Similar to these, other ethical rules are.:1. Honesty 2. Keeping Promises 3. Helping Others and 4. Respecting the right of others. Sources of Ethics The earliest recorded Codes of Conduct found in the Bible are:1. Honour

your father and your mother, that you may have a long life in the land which the Lord, your God is giving you.

2. You shall not kill. 3. You should not commit Adultery. 4. You shall not steal.
5. You 6. You

shall not bear false witness against your neighbours.

shall not covet your neighbours house; you shall not covet your neighbours wife, nor his male or female slave, nor his ox or ass, nor anything else that belongs to him or her.

Primary Sources of Ethics:1. The legal system. 2. Religion 3. Genetic Inheritance. 4. Philosophical System 5. Code of Conduct 6. Cultural Experiences.

5 1. The legal System:Laws represents a rough approximation of societys ethical standards. Thus the laws serves to educate about the ethical causes in life.

2. Religion:Religious morality is clearly a primary force in shaping our societal ethics. The applicability of religious ethics to the business community is the concern.

3. Genetic Inheritance:In recent years, Socio- Biologists have lots of evidence and arguments to suggest that the evolutionary forces of natural selection influence the development of traits such as cooperation and alteration that lie at the core of our ethical systems.

4. Philosophical System:To the Epicureans the quality of pleasure to be derived from an act was the essential measure of its goodness. Philosophies have been instrumental in our societys moral development.

5. Code of Conduct:The primary categories of codes are ,(1) Company codes, (2) Company operating policies, (3) Codes of Ethics.

6.

Cultural Experience:-

The rules, customs and standards transmitted from generation to generation are considered as guide lines for appropriate conduct. Individual values are shaped in large measure by the norms of the society. Objectives of Ethics:The primary objective is to define the highest good of man and set a standard for the same. Here we have to consider ethics to deal with several interrelated and complex problems which may be of psychological, legal, commercial, philosophical, Sociological and political in nature. The other objectives are:1. Study of human behaviour, making evaluative assessment about them. 2. Establishing moral standards and norms of behaviour. 3. Making judgment upon human behaviour based on these standards and norms.

4. Prescribing moral behaviour and making recommendations how to behave or viceversa. 5. Expressing an opinion or attitude about human conduct in general.

6 Scope and objectives Business Ethics:Ethical issues exist at all levels of business activity. As per Peter Pratley, Business Ethics has a two fold objective:1. Evaluates human practices by calling upon moral standards. 2. Gives prescriptive advice on how to act morally in a specific kind of situation. The first objective implies Analysis and Evaluation. It leads to an ethical diagnosis of past actions and events. The second objective is to provide the Therapeutic advice. It suggests slowdowns and policies when facing the present dilemmas and future dangers, based on well- informed opinions. This specially requires an identification of relevant stakeholders and a clear understanding of the vital issues at stake. Scope of Business Ethics:1. I. Stakeholders Level:Employees:-

Security of Job Better working condition Better Recommendation Participative Management Welfare Facilities. II. Customers:-

Better quality of goods. Goods and services at reasonable price.

 Not to corner stocks and create securities.

Not to practice discriminatory pricing. Not to make fake claims about product in advertisements. Shareholders:-

III.

Ensure capital appreciation. Ensure steady and regular dividends. Disclose all relevant information. Protect minority shareholders interest. Not to window dress balance sheets.

Protect interest in times of merges, amalgamations and takeovers.

IV.

Bank and other lending institutions:-

Guarantee safety of borrowed funds. Prompt repayment of loans.

V.

Government:Complying with rules and regulations. Honesty in paying taxes and other dues. Acting as Partner in the progress of the country.

2.

Personal Policy level:-

Not to use office Car, Stationary and other facilities for personal use Not to fall prey to short ends. Not to misuse others for personal. Not to indulge in policies to gain power.

 Not to spoil promotional chances to others. Promise keeping Mutual help.

3.

Societal level:-

Concern for poor and downtrodden. No discrimination against any particular section or group. Concern for clean environment.

Preservation of scarce resources for prosperity.

Contributing to better quality of life.

4.

Internal policy level:-

Fair practices relating to requirement, compensation, layoffs, perks promotion etc.

Transformational leadership to motivate employees to aim at better and higher things in life. Better communication at levels. Case Study No. 3: COLD ANNEALING OF STEEL Work on bridge construction was going on over the river Ganga. The contractor who had been awarded the contract had quoted the lowest rates on the condition that the Executive Engineer would allow him to use hot annealing of steel, where he would save nearly Rs. 2, 00,000/- per ton. The bridge required fifty thousand tons and the contractor was to save ten crore of rupees, if the Engineer overlook the provision of cold annealing. The Contractor was ready to share half of the Extra profit with the Engineers. The Executive Engineer Incharge had agreed to the stipulation. He knew that a lay person would never be able to decipher the difference between cold and hot annealing of steel. Usually the auditing and costing people belonged to that category and the Executive Engineer was sure that he would

be able to keep the audit team happy by looking after them and by giving expensive gifts. The Executive Engineer had not considered the possibility of a new young Assistant Engineer joining the team for the bridge project. On his first inspection tour, the Engineer stopped the work on the bridge site after finding out that hot annealing was being carried out. When the contractor told him that before stopping the work he should consult his boss the Executive Engineer, who in fact authorised the hot annealing by explaining that the hot annealing would yet take care of the bridge for at least the next 10 years and by that time he would have retired from service. The assistant Engineer remained adamant on his decision and decided to report the matter to the Executive Engineer. Assistant Engineer: You may not be aware that on the bridge site, the Contractor is cheating the Government by using not annealed steel. Thereby risking the safety of the bridge. I have stopped the work, although the contractor was justifying hot annealing as you had approved it. Of course, he could not show any written approval given by you. Executive Engineer: I believe what you did was the right decision from a youngster like you. You have no experience of building bridges, while I am veteran in this game. I can recount at least ten bridges which I got constructed and all of them have stood the test of time, by being in use for 10 years or more. The Assistant Engineer had read the reports of the collapse of the Mandovi river bridge in Goa, which was constructed by the Executive Engineer but he kept quiet about it. The Executive Engineer said you have had a tiring day. Go home and relax. You will find your wife in quite a good mood tonight. The Assistant Engineer found a new Thirty inch TV had been installed in his house, courtesy the Contractor. Question for the students:1. 2. Accept the gift and fall in line with the Executive Engineer. Politely return the TV and yet kept protesting with the boss about the

Un-ethical practice of the contractor. Report the matter to the Chief Engineer; even though he has a sneaking suspicious that perhaps even he was involved in the racket.
3.

4. Conclusion:-

Report the matter to the Minister and the Police.

It is the job of the CEO to organize training programmes in ethical business for the new entrants in the organization and also have refresher course for the existing employees. Such training programmes need the total support and the approval of the Board of Directors. The training should be done by using real life case studies, where free and frank views need to be expressed by the participants without any fear of persecution at a later date. The HR Department should ensure that no training programme is organised without an element of training on Ethics. The employees must be encouraged to report on unethical behaviour of any employee (at whatever level he or she works in the organisation) found guilty. For this purpose the CEO has to build the organisational culture, which is conducive to ethical behaviour and of non tolerance of unethical behaviour. Each member of the company, new and old, must be given a copy of the code of conduct for the employees with continuous updates to it as and when made. The CEO plays an integral role in the conduct of business of the organisation and in todays competitive world he can servive in the market place only by conducting himself ethically and creating the organisational culture, which fosters such behaviour among other employees.

Case Study No. 4: The marketing manager is visiting a top office of his customers firm, who has to place a large order on the firm. Top Officer:- I think you have come on a wrong day. I am very disturbed today. My college going son has been pestering me to buy a new Motorcycle, worth Rs. 50000/-. I do not have spare money today to buy it. Even my wife joined my son and I do not get any peace at home. Naturally, I am in no condition mentally to take a decision on your tender. Marketing Manager:- Sir, why do you worry? Just give me a cheque in the name of Ram Automobiles for Rs. 50000/- and the Motorcycle will be at your house by tomorrow. Top Officer:- Why do you want the cheque? It May bounce! Marketing Manager:- Sir, these days the Vigilance has become active and I am only booking at your safety. The cheque will be encashed, please keep that much money in the Bank.

Next day the Motorcycle receipts for the cheque and an envelope with Rs. 50000/cash was delivered at the officers house. Case Study No. 5: Distributor:- I know my quota is only 7 tons per month. If you can allot 70 tons instead, I promise to place Rs. 1000/- per ton, that is Rs. 70000/- per month in any Bank account you name in India or even in Switzerland. After 6 months, if you keep starving other distributors, I will double the amount. We both will become richer by your decision and since other distributors will keep getting some quantities, they will not complain. If any one complains I will settle with him by going him some quantities. Top Officer:- Mr. Distributor, you have come to the wrong place. I do not play such games. Now you better leave the place or I will have you thrown out of my office by calling our security guards. The story does not end here. The Distributor writes letters to the concerned Minister, the Prime Minister and the Managing Director of the firm saying that the office is depriving him of his legitimate quota because on the last visit to his office, the officer had asked for Rs. 2000/- per ton on being allotted minimum quota of 70 tons. Lucky for the officer, his implacable reputation as a rare honest officer came to his rescue, when the Managing Director assured the concerned persons about his honesty.

Case Study No. 6: The boss of an International Firm in India orders supply of 10 Tank Wagons of white oil (used in dry cleaning process) to be delivered to one of the Major Distributors of the of the Firm. This high demand came up because the boss came to know that the white oil can be mixed to the extent of up to 50%in petrol and the cars would run smoothly for at least 3 years is long enough period, and cars mostly go bad in this period anyhow. On the financial side, the distributor would make Rupees hundred thousand per wagon and he was agreeable of giving the boss Thirty Thousand per wagon. It would amount to Three hundred thousand per month and in the next 4 years; the boss would have enough money to retire in peace. All went well till some wise guy the bosss junior, stated prying into the deal and in less than 3 months, the boss who was to take over as the Top Boss in the country, was given the sack. It was his good luck that he was not handed over to the Police.

The students have to analyse the case for the following:1. The junior who disclosed the fraud risked his job. Was it the right thing to do? 2. Other juniors also had come to know about it and some had in fact abetted in the crime. How should the firm treat them, in view of the fear under which they use operating?

The boss in India rules supreme as he keeps a sword hanging over the head of his employees, especially, those who are not part of a union, and with this fear psychosis the employees are ready to do anything ordered by the Boss. These are people, who are extremely honest in their private life, while they succumb to the bosss orders during office operations. Then these are others, who do the illegal tasks ordered by the Boss willingly, almost eagerly, ready to deliver the bribe to the right person as they would take a handsome cut from the bribe as personal insurance against any problem they may face as a result of the act of giving the bribe.

Conclusion of the Case Study:There are two types of firms: Some firms have stayed on the right track of ethical business for a long time. These are a few elite firms, who have been carrying on their operations on ethical moral and even religious lines. Such firms keep a steady but slow growth since they do not believe in get rich quick. Techniques of the present day business. In fact in the 18th century, rarely a firm could be found indulging in unethical operations. They were turned to their social responsibilities. The emergence of unethical firms can be traced to the twentieth century in India for the following reasons:1. Government controls on Private Business, which result in quota, permit raj. 2. Powers vested with even the junior government officers who demanded benefits each time the firms wanted a favours, even if it was strictly under the law. 3. The Government departments like the public utility offices had an axe to grind with the firms operations and they had to pay these people money for letting the firm carry out its legitimate operations.
4. Government

approvals, Licenses, No objection certificates all had a price and some of them are still present giving opportunities to Government officers to make money.

Most persons are quick to blame the system, the Government for the state of affairs. They believe that the laws are made for letting the Government officers make as much money as they can.

Today, the first kind of honest firm has become a rarity as the others have taken over the business world. It must be argued that it is the businessmen who have corrupted the Government officers for their benefit and in the process unleashed a major Frankenstein, who they find different to tie down.

Types of Ethics:There are normally three types of Ethics.

1.

Transactional Ethics are performed on the basis of connected interests of Equality, Honesy and reciprocity. Participatory Ethics are privileged part of Business Ethics for common good and common interest. Recognitional Ethics are ones moral rights vis a vis moral duty. For example, the Employees aged 57 to 60 years morally obliged to retire to give way to some younger colleagues, who being in the midst of their careers can rise to more weighty claim to a job. There are also 3 other important Ethics as below:-

2.

3.

Personal Ethics:The Personal Ethics reflects general expectations of any person in any society, acting in any capacity. The Principles of Personal Ethics include:1. Concern for the well being of others. 2. Trustworthiness & Honesty.

3. Willing compliance with the law. 4. Refusing to take unfair advantage. 5. Preventing Harm.

Professional Ethics:The Professional Ethics are written codes containing rules of conduct and standards of behaviour based on the principles of Professional Ethics, which include: 1. Impartiality. 2. Objectivity. 3. Confidentiality. 4. Avoiding potential or apparent conflict of interest.

Business Ethics:The Business Ethics are desired norms of behaviour exclusively dealing with actions related to performance of duty. 1. Moral principles that define right and wrong behaviuor in the world of Business. 2. The desired norms of behaviour exclusively dealing with commercial transactions.
3.

Systemic study of moral matters pertaining to Business, Industry or related activities or practices and beliefs. It is a specialised study of moral right or wrong and the application of Ethics in Business.

4.

Values of Ethics:Values are a set of principles that will govern behaviour in the pursuit of a vision. Values are a general term referring to those things which people regard as Good, Bad, Right, Wrong, Desirable, Justifiable etc. We can speak of truth Values

(true or false) and the value of judgments which are statements about what is Valued, Sound, Deplorable, Skilled etc. Business is driven by Values. Values determine :- (I) What Business people do? (II) How other react? Values are potent sources of conflict as well as of Co-Operation, Control and Self control. Through values, business can and does create value in the form of goods, services, employment etc. It is also noted that in extreme cases business and whole industries can cease to function because their continued existence to inconsistent with certain powerful values. Values are of many types, like Cultural values, Moral Values, Ethical Values, Managerial Values. Hence, values are collective representations of what constitutes a good life or a good society. Health is a value and self respect and so are democracy, tolerance and freedom. The basic premise is that these values not across culture and time. Norms of Ethics:Norms are expectation of proper behaviour. These are criteria of behaviour. Each individual within the society has a set of norms, beliefs and values that together form his or her moral standards. Norms are the ways an individual expects all people to act with a given situation. In India lower level employees address the higher level at the time of starting the discussions as SIR to show respect to them. The same is not found in USA, as they call their bosses by name as MR. This may look awkward in the beginning for the Indian students or Indian employees who go for employment to USA. The norms are not published, may not be obeyed and cannot be enforced. It is not consistent nor universal. Norms are just the way we feel about behaviour. Norms are collective expectations regarding a certain type of behaviour, for example, Brush your teeth twice a day, keep your premise clean, Chew the food properly while eating, etc. Beliefs of Ethics:The beliefs in an ethical code are standards of thoughts. These are the ways that the Senior Executive in the organisation wants others to think. The intention is to encourage ways of thinking and patterns of attitudes that will pave way towards the wanted behaviour. It is expressed in a positive form in an ethical code. Our first

intention to serve our customer is an example of a positive belief that commonly appears in Code of Ethics. Beliefs are criteria of thought. They are the ways an individual expects people to think about given concepts.

15 For Example:- (i) I believe in the present method adopted by University regarding teaching. I expect others to recognise the worth of that concept and accept it as a form of teaching. (ii) Similarly, I believe I energy conservation or afforestation and I expect other people to recognise the importance of that idea and accept it as a good worth preceding in that direction. Morality In Ethics:Morality is the standards that an individual for a group what is right and wrong, good and evil. The term morality is derived from the Latin root Morales means Behaviour Moral standards examples could be Integrity is good Dis honesty is Bad. It is right to tell the truth and wrong to endanger the lives of others. So, Moral standards includes the norms we have about the kinds of action we believe are morally right and wrong as well as the values we place on the kinds of objects we believe are morally good and morally Bad. Moral Norms are expressed as general rules or statements such as, Always tell the truth. It is wrong to kill the innocent people etc. Moral Value are expressed as statements describing objects that have worth, such as, Honesty is good. Anger is bad. Moral Actions pertain to set of actions engineered by the characters and expressed through behaviours. In Gandhiji or J.R.D Tata we find certain set of activities like (I) Honesty, (II) Truthfulness, (III) Sincerity, (IV) Generosity, (V) Transparency, (VI) Co-Operation, (VII) Integrity and (VIII) Strong will power etc.

HOW DOES ETHICS HELP:1. 2. 3. 4. 5. 6. 7. Help maintain a moral Course at all times. Take right decisions at all times. Cultivates strong teamwork and productivity. Supports employee growth and meaning. Helps excuse that policies are legal. Promotes a strong public image. Helps to pursue Business Excellence.

8.

Helps commitment towards equal opportunity for personal development. Normative Ethics in Management:-

recognition and career

A Normative Study is an investigation that attempts to reach normative Conclusions. - Conclusions about what things are good or bad? - About what actions are right or wrong? A normative study aims to discover what should be Ethics are the study of moral standards whose explicit purpose is to determine as far as possible which standards are Correct or supported by the best reasons. It attempts to reach conclusions about moral right and wrong and moral good and evil. Though Ethics are a Normative Study, the Social Sciences engage in a Descriptive Study of Ethics. A descriptive study is one that does not try to reach any conclusions, about what things are truly good or bad or right or wrong. Instead, it attempts to describe or explain the world without reaching any conclusions about whether the world is, as it should be. Normative Ethics in Management The Holistic Theory Teleological Theory Deontological Theory

Eternal Ethics

Empirical Ethics

Ethical Egoism

Uttitariam Principal

Rights Principal

Justice Principal

Principals of Eternal Ethics believe in the core divinity of individuals. Holistic Theory believes that these are two different approaches in Ethics. The eternal and empirical. These could be read in the Bhagwad Geeta shlokas 15 and 16. The world consists of the empirical and the externals. All the worldly things come under the empirical self, whereas the timeless, spaceless dimension comes under the Eternal.

Empirical is the one whose knowledge is got from experiences and induction only whereas Eternal is ever lasting, an appettation of God. 18 Man is not only potential divine but also divine in all our behaviour and actions. It is this intrinsic divinity that takes place not only in human dimension but also in other dimensions also. Man is considered as an embodiment of the divine. It is the divine who thinks and gets in the garb of man. Biodiversity is the diverse revelation of the same divine in different directions and proportions. The Teleological and Deontological theories are utilitarianism and Kantianism. Teleological Theory determine ethics of an act by looking to the consequences of the decision. Rightness of actions is determined solely by the good consequences they produce. Deontological theory determines the Ethics of an act by looking at the process of the decision. It does not appeal to consequences (Kantian Ethics). Ethical Decision Making:Ethical issues arise out of every day business decisions. An individuals Personal benefits and the moral atmosphere of the organisation in which one works significantly after the behaviour one exhibits. Many philosophers, organizational relationship and opportunity influence behaviour as does the organizational environment. Opportun Organisati onal Environme ity Individu al Behavio ur

Organisati Moral onal Philosop Behaviour hy Individual Behaviour components, The factors influencing Behaviour. Example:If any garment manufacturer selects a small place in India where these is no Industry and make improvements in the place through:-

Brought a higher standard of living to the local people. Provided with opportunities. Provided Skill. Produce quality products at a competitive price. Products used by local people also to meet their requirements. But paid kickback to the local State Government officials for operation. To discuss the Role of Moral Philosophies in decision making:Moral Philosophy is a set of principles setting forth what is believed to be the right way to behave. Role is something that is moral conforms to a standard of accountability. A philosophy is a study of the general principles of a subject such as Morality. Individuals learn the principles through socialization by family members, social groups and formal education. SUGGESTIONS FOR ETHICAL DECISION MAKING:1. Top Management can improve behaviour. The managers should be quick to consider ethical principles in their decision making by improving their understanding to develop their moral philosophies.
2.

Code of Ethics improves decision making: - Business establish codes of Ethics and corporate policies on ethics to foster ethical decision making by reducing the opportunity for unethical activity. Enforcement of corporate policies is a common way of dealing with ethical problems. The establishment of corporate policies and codes of ethics helps employees understand what is expected of them. Understanding how individuals choose their standards of Ethics and what prompt a person to engage in unethical behaviour may reverse the current trend towards unethical activity in Business. Interactions with Peers and other colleagues: - People learn ethical behaviour from interacting with individual also in Social, Business and other groups. Thus Business should examine their to see how policies, rewards and punishments affect ethical beahaviour. Without companywide standards for behaviour employees generally base ethical decision on their on their observation of Peers and Management.

3.

4.

Control System:- If a Company is to maintain ethical behaviour, its policies, rules and standards must be worked into its control system. Reducing unethical behaviour is a business goal, not very much different from increasing profits. The business set a goal achieving greater ethical behaviour among company employees and measures the out come. Control System

Number of Employe

Not Making

Ethical Decision

Then Company to Investigate

Strengthen the standards and Policies

Take corrective Decision

Why?

Ethical behaviour occurs only when a plan is developed and successfully implemented, through stronger re-inforcement of current standards and policies.

ETHICAL ISSUES THAT ARISE FOR MANAGERS:The Ethical issues that arise for Managers are indeed for all people, including Employees, Customers, Consumers and Members of the public. Corporate activities affects us all and so the conduct of business is a matter of concern for everyone with a stake in ethical management. The ethical issues are regularity faced by the Managers in the Ordinary Course of their works. These are also major issues debated in the Parliament and scrutinised by the courts, This is because ethical issues in Business are closely tied to important matters of Public Policy and to the Legislative and Judicial Processes of the Government. REASONS FOR ETHICAL PROBLEMS:1.

Cross Cultural Contradiction:These problems arise and occur because Corporations do business in other societies where ethical standards differ from those at home.

2.

Competitive Pressures: When Companies are squeezed by severe competition, Managers sometimes engage in un-ethical activities to beat out a competitor.

3.

Personal Gain: Personal gain or even greed, causes some ethical problems. Business sometimes employs people whose personal values are less than desirables.

4.

Organisational Goals:Ethical conflicts in Business frequently occur when a Company pursues goals or uses methods that are not acceptable to some of the Employees.

Managers are the key people to investigate whether a Company will act ethically or un-ethically. As major decision makers and policy makers, they have more opportunities than others to set an ethical time for the Company. HOW TO USE ETHICAL REASONSING:What business needs is a set of guidelines for thinking about ethics. The guidelines should help Corporate managers and employees. Identify the nature of the ethical problems. Decide which course of action is likely to produce the most ethical results.

3. Methods of Ethical Reasoning Are Utilitarian Rights Justice Utilitarian are comprising benefits and costs where an action is ethical when net benefits exceeds net costs. Its limitation is, it is difficult to measure some human and social costs. Majority may dis-regard rights of minority. Rights: - The critical determining factor is to respect the basis human Rights, where it is difficult to balance conflicting Rights.

Justice: - Here an action is ethical when benefits and costs are fairly distributed. But it is difficult to measure benefits and a cost as these is lack of agreement on fair shares. The levels of Decision - making occurs in 3 distinct levels: Level of the Individual. Individuals in the work place require to make a decision about their own response whether to live with the difficult boss or blow the whistle? Level of the Organisation. Problems at the level of the organisation To bring out some organizational change e.g. Sexual Harassment an individual matter for the person suffering the abuse.

Level of the Business System. Problems resulting from accepted business practices cannot effectively be addressed by any single organisation, much less a line individual.

The Individuals are faced with questions about ethics in their relations with customers, employees and members of the larger society. Frequently the ethical correct course of action is clear and people in Business act as per that. Exceptions occur, when these is uncertainty about ethical obligations in particular situation or when considerations of ethics come into conflict with practical demands of Business e.g. Sales Representative not sure about the extent to which he is obliged to provide information about possible delays in Delivery to Customers. In deciding on an ethical course if action, we can reply to some extent on the rules of right conduct that we employ in everyday life. Deception is wrong (e.g. whether we deceive a friend or a customer)

23

One of the feature that distinguishes business activity is an economic character. In the world of business, we interact with each other not as family members, friends or neighbours but as Buyers and Sellers, employers and Employees and the like Employment is also recognised as a special relation with its own standard of Right and Wrong. Employers are generally entitled to hire and promote whomever they wish and

to lay off (or terminate) the workers without regards for the consequences. The Ethics of Business, is atleast impart the ethics of economic relation such as those involving buyers, sellers, employers, employees.

Gandhian Philosophy of Ethics and Wealth Management:Gandhiji laid great stress on Personal integrity. According to Gandhiji it is this characteristic in human beings which takes them far ahead of others. However, no one can just hang it on his chest as a medal, proclaiming his integrity. Integrity is also of thoughts, words and deed. Integrity is not only about taking bribes, but much more than that. Given below are a few examples of Integrity or lack of it.

A person sitting in his office during office time, in his busy schedule, write a personal letter. He even uses office stationary for the letter. A person promises his colleagues something of corporate importance in private and in office meeting he just denies ever having given the promise.

A person knowingly gives a torn note (Cash) while buying a product at a busy sales counter. So, integrity is a character trait. It is doing what is right even when no one is looking. It helps maintain a moral course at all times. The following areas require safeguards against unethical behaviour in Business.

1. Sales: Supply of products not exactly as per the order or the sample shown. Treating two customers differently without valid reasons. Delaying the supply of goods, without proper reason and not communicating the delay to the customer.

 Using superlative adjectives to describe the product when the actual product will not stand the customers security.

2. Advertising and Promotion:

Supplying products which are different than those advertised. Giving wrong price idea in advertisements by not including the necessary addons. Exaggerating the product benefits to the customers.

3. After Sales Service : Using substandard material during service and charging for the real material. Service Engineers not going by the priority fixed and playing favourites for personal gain. Over-billing the service charge when the customer is not aware of the rates.

When the product comes for servicing, exchanging a few healthy parts with substandard parts. These removed parts are then sold to other customers.

4.

Marketing Research: Research is conducted only to substantiate the Managers view point. Selling the Research report to competitors.

Research is focused on areas, which need not be covered, as the manager does not want the truth to ever come out.

5. H.R. Management: Recruitment of kins without assessing their abilities. Recruitment based on getting financial favours from the candidates. Arranging training for only pet employees, whether they deserve it or not. Planning training programme without assessing the training needs of the employees.

6. Production Functions: Using substandard material in production. Delaying the supply of products to the customers to help competitors. Purchasing from obliging Firms who give gifts and cash to the purchase Manager. Purchasing from Firms owned by relatives.

Placing orders without verifying the suppliers credential because of personal benefits.

7. Management of Quality: Accepting marginally bad materials. Allowing substandard materials to be used in the manufacturing process. Rejecting materials from good vendors for reasons that they are not obliging them. Unnecessary raising the standards to exclude good vendors.

8. Finance Function:

Over budgeting the project costs. Using under-hand tactics with the financers to gain benefits.

 Showing inflated salaries, getting receipts from Employees for a larger amount than they actually get. Paying over time bill wages when none needs to be paid. Allowing extra TA bill to favourate employees. Delaying clearing the bills payable to get the maximum interest for the amount to be paid. Ignoring the lowest tender for personal gains Accepting as Official, payments made by the Directors for personal purchases. Approving substandard construction by the contractor and approving his bill for payment.

9. CEO of the Company: Nepotism in recruitment. Favouritism in purchasing. Extra consideration to friendly buyers

Use of position for gaining personal favour from suppliers and Contractors.

Allowing the use of sub-standard material for personal gains. Not keeping promises made to buyers, suppliers, employees and other stakeholders. Manipulating Records for personal gains.

Ethics in International Business

Business is being conducted across national boundaries and increasingly becoming global because of the mobility of Employment, Capital, produce and technology. Intense competition is forcing companies worldwide to enter the global market. In India, Software companies in Information Technology have grown

tremendously and are entering globally. Such developments present a host of ethical problems that Managers are unprepared to address. Many of these problems arise from the diversity of Business standards around the world. Having the diversity of Ethical outlooks in the world, it is possible to agree on ethical Convergence or a set of standards for Business worldwide such a goal is possible if globalisation is to succeed. The very phenomenon of globalisation makes it clear that these must be a globalisation of Ethics. This requires a commitment to same core standards or atleast a willingness to abide by them. The United Nations (UN) has developed a Code of Conduct for Multinational Corporations. These Codes have many guidelines in common and cover the areas of Employment practices, consumer protection, Environmental preservation, Involvement in Politics, Including Bribery and Basic Human Rights.

MNCs generally recognize a Social Responsibility and attempt to fulfill their responsibilities everywhere they are located. The major cause of occasional failure to act responsibly is not because of lack of effort but the diversity of political and legal systems around the world and differences in economic development.

Foreign operations create challenges as well as opportunities for misconduct that simply do not exist for purely domestic enterprises. The question for MNCs is deciding which standards to follow. The solution to many of the Ethical problems of International Business lies in the development of International agreements and Code of Ethics. Some of the Companies experience difficulty and hence adopt local conditions: Paying low wages (exploitive wages) Imposing straight or unsafe working conditions (standards are kept low). Violation of Human Rights. May even try to avoid fair share of Taxes. Some criticised practices are said to be legal in the countries in question and are not considered to be un-ethical by local standards. Should global Companies are bound by the prevailing morality of the home Country?

 Should they follow the practices of the host country and adopt the adage. ( Be a Roman while you are in Rome) Are these special Ethical standards that apply when business is conducted across national boundries. Business ought to be conducted in the same way the world over with no double standards. Hence it is necessary to observe a single Code of Conduct in their dealing everywhere. Operating outside the home country, create Dilemmas that lead to charges of serious ethical failings. MNCs generally recognise a social responsibility and attempt to fulfill their responsibilities everywhere they are located. 3 kinds of Guidelines have been offered for global Companies:-

Justice Human Rights Welfare For Justice, one kind of unfairness is offer the one sided division of the benefits from foreign investment. The gap between the rich and poor Countries is an urgent moral concern and MNCs have much to offer. Another kind of unfairness is violating the rules of the market place which is to say engaging in unfair competition and otherwise taking unfair advantage. Guidelines for Human Rights application:

Failing to provide safety equipment to protect employees from serious hazards (the right to physical security)

Bribing Government officials to violate their duty or seeking to overthrow democratically elected governments. (the right to political participation) Employing child labour as found mostly in India (the right to minimum education)

Welfare:Guidelines offered for Welfare are:-

 Do not intentional direct harm. More good than harm for the host country. Contribute by their activity to host countrys development. Respect the human rights of their employees.

To the extent that local culture does not violate ethical norms, respect the local culture and work with and not against it.

Pay their fair share of Taxes. Coperate with the local government in developing and enforcing just background organizations. Global Companies are criticised primarily in cases where they take more than a fair share by exploiting their superiors position in an imperfect market.

MORAL EVALUATION OF THE FIRM

Morality is the standards that an individual or a Group has about what is Right and Wrong, Good & Evil. Like Ethics, Morality is a similar term that prevails in and many times considered as Synonymous of Ethics and is derived from the Latin root MORALES means Behaviour. Moral standards examples could be Integrity is Good. Dis-Honesty is Bad. It is right to tell the Truth and wrong to endanger the lives of others. Moral Norms can usually be expressed as statements such as, Always tell the truth. It is wrong to kill the innocent people etc. Moral Values are usually expressed as statements describing objects or features of objects that have worth, such as, Honesty is good. And Ager is Bad. Ethico Moral Actions Ethica and Morality have different concepts. Ethico Moral actions pertain to set of actions engineered by the character and expressed through behaviour. Gandhiji and J.R.D. Tata have certain set of qualities like: Honesty

 Truthfulness Sincerity Generosity Cooperation Integrity Strong will Power etc. Ethics codes in Business Organisations was there even in earlier 1940s and these are not an innovation of the later years like 1990s or 2000s. A leading manufacturing Firm of World Health Care products at that time and even as on today continued to be one of the leading manufactures had established Ethical Codes. In the recent years, larger organizations have adopted this approach to CORPORATE ETHICS. In order to improve standards of Behaviour, many American organisations have introduced codes on their own. Moral Codes may therefore, be referred to general areas of Business conduct to increase respect and recognition for the profession at local, national and International levels.

TATA GROUP OF COMPANIES

In India, Tata Group of Companies are practicing Business Ethics and Tata Code of Conduct have governed the manner in which Tata Companies and their Employees should conduct themselves. Tatas code of conduct serves as a Guide to each Employee on the values, Ethics and Business Principles expected of him or her. Each Tata Employee take pride in up-holding the high standards of Corporate and Personal Behaviour on which the Tata Groups reputation and respectability have been built. Over the past 130 years. For the stages of Ethical Growth and Ethical organisation, Tata Group of Companies have highest standards and Values in India.

Some of the Codes in Tata Code of Conduct:1. National Interest. 2. Financial Reporting as per financial Reporting Standards. 3. Equal opportunity Employer. 4. Gifts and Donations. 5. Political, Non Alignment. 6. Health, Safety and Environment. 7. Quality of Products and Series. 8. Corporate Citizenship. 9. Use of Tata Brands. 10.Shareholders 11.Ethical Conduct 12.Regularly Compliance 13. Conflict of Interest 14.Citizenship and 15.Reporting Concerns. Every Employee of a Tata Company shall promptly report to the management any actual or possible violation of the Code or event he becomes aware of that could affect the business or reputation of his or any other Tata Company.

39 CASE STUDY

BRIBE TO GET SUPPLY ORDER

A Director of a company had to issue a supply order to a company supplying for purchasing of computers. Marketing Manager of the Computer Supplying Company went to the Director for expediting the supply order. But the Director had some problems with his college going Son and Wife. The College going son wanted a Motor cycle and the Director did not have sufficient money to purchase it. The case went to little more complication when his wife also justified the need of their son for a Motor-Bike to go to College. So, the Director told to the Marketing Manager to come on other day since that day was a bad day for him with difficulties with his family members like his son and his wife. Hearing the difficulties of the Director, the Marketing Manager of the Computer Supplying Company told to the Director that it did not appear to be a difficult case and offered to help the Director to meet the need of his son and wife. The Marketing Manager asked the Director to give a cheque of Rs. 50000/- in favour of M/s. Ram Automobiles who would be supplying the Motor cycle. But The Director informed the Marketing Manager that he did not have sufficient Balance in the Bank. Account and hence, if the cheque is issued , it would be surely Bunched due to not having sufficient Balance. The Marketing Manager informed the Director that he would take care of this Banks problem. Next morning, the Marketing Managers came to the Director and delivered a New Motorcycle, a packet containing Rs. 50000/- Cash and a payment receipt from M/S Ram Automobiles. Marketing Manager asked the Director to deposit this cash of Rs. 50000/- in his Bank Account. So that the cheque is not Bunched. Also informed the Director that Non- a- days vigilance Department is very efficient and they might check and verify the payment details and hence a proper Payment Receipt is obtained so that the Director do not have any problem with the Vigilance Department at any time.

40 QUAESTINS FOR THE STUDENTS

1. Was it right on the part of the Director to accept this bribe of Rs. 50000/- from the company from whom they would be purchasing some computers? Please explain with justification of your answer. 2. Was it proper for the Marketing Manager to bribe the Director for getting the purchase orders as now- a- days both the Receiver as well as Giver of the Bribe are considered Guilty?
3.

Was not the family Members i.e. son and wife of the Director also were responsible for this ethical failure since they knew that the Director did not have money at that time to purchase the Motor cycle but still they insisted for a Motorcycle?

CORPORATE SOCIAL RESPONSIBILITY -------------------------------------------------------Enlightened companies have chosen to embark on the journey of Corporate Social Responsibility in an effort to broaden the traditional corporate goals of profitability and productivity and adopt social trusteeship as a desirable objective. Corporate Social Responsibility(CSR) is the process by which a corporation participates in the welfare activities of both internal as well as external community by actively assisting in the improvement of quality of life of the people in the communities in which it operates. It also aims at building relationship with all types of public and enhancing the reputation of the Company. CSR in practice is being influenced by two major concepts. One is the stakeholder model, wherein it is recognized that good business practice entails engaging all its stakeholders in the companys business. So good business is not only seen as maximizing shareholder value but also stakeholder value. The other concept is where companies would no longer be judged on the conventional financial bottom-line but also on their performance in the social and environmental bottom-line.

So, CSR is the commitment of Business to contribute to sustainable economic development, working with employees and their families, the local community and society at large to improve their quality of life, in ways that are both good for Business and good for development. Corporate Social Responsibility emerged from corporate philanthropy. The primary purpose of a business is to improve the quality of life of people and that a

corporate entity exists to serve society from where it source its customers and other stakeholders. There is relationship between a companys needs and the communitys needs. Here the company feels a level of obligation and discharges that obligation through contributions to disaster relief, supporting sustainable development and corporate philanthropy for the benefit of the community at large. Here the company is fulfilling its responsibility towards community and society and does not expect anything in turn for its contributions. During natural calamities, good companies invest large amounts to provide relief and rehabilitation measures to the victims. In such case, the companies want to help the community and in doing so, they are also seen involved in the socio-economics development activities for the benefit of the community.

Companies persue the Triple Bottom Line Reporting initiative (i.e. Economic Bottom Line, Environment Bottom Line and Social Bottom Lines) to demonstrate its commitment to be a good corporate citizen. Man is the social being and is also a part of the society. He lives in and constitutes the society. He moulds the morals and norms of the society and is in turn, moulded by the society. One of the postulates of citizenship is the conferment of rights and acceptance of duties towards society including social responsibility. This responsibility devolves on man as human being who is part of the society and as a corporate citizen which owns social responsibility. The community is central to the core values of Corporate Social Responsibility and the community development programmes aim at building trust and improving the quality of life.Corporate Community initiatives tries to help communities to become strong and self reliant. Business can play its part in making a community prosperous. The company can take care to nurture the community welfare and the environment in which it does its business. From the community needs, there arises the need for Corporate Social Responsibility. Here the companies not only recognize that they have a responsibility to contribute some of their profits into the welfare of needy communities in which they operate, but also take the view that it is also in the interest of companies to benefit from the community. Community gives the Corporate World valuable opportunities to learn.

Hence, Corporate Social Responsibility is also viewed as a necessary and integral part of the stakeholder approach, an approach on maintaining good relations with all corporate public, employees, shareholders, customers and general community.

The Corporate World should discharge its social responsibility as a good Corporate Citizen. It is against this background that planned Corporate Social Responsibilities demand the same vigour to be applied as to any other business operation. The process of Corporate Social Responsibility like any campaign planning lies in a systematic planned approach such as : Research Assessment of the needs of Community Identification of problem Key problems confronting the community out of research and needs Set Objectives Objectives for solving problems. Design the strategy and levels of investment. Implementation of community welfare programme to reach the objectives. Public Relations Communication programmes to provide CSR. Evaluations of Community Programmes Report to the Management and relevant audiences on progress based on evaluation and measurement.

To ensure community development in diverse spheres of the society, it is necessary that the Corporate World should set their action plan to the task on hand. To quote Joel Arthur Barker Vision without action is merely a dream, Action without vision just passes the time, Vision with action can change the world Corporate Social Responsibility programme include a wide range activities, often far removed from the corporations economic function. Examples of such activities include :- Sponsorship of Sport Event or the Arts, - Donations to charity and contribution in either cash or kind such as office facilities, equipments, professional advice, training, technology, - Public or voluntary Sector activities which includes education, population control, removal of poverty illiteracy and ignorance, combating corruption, ensuring free and fair elections, providing employment, pushing through reforms, eradicating communicable diseases and finding answer to problems pertaining to gender discrimination, child labour, mother and child health

HIV prevention, energy, conservation etc. The canvas is so large that there is a need for coordinated action from the Government, Local and Corporate bodies, NGOs as well as individuals. These programmes are also termed as community relations activities, as social responsibility and community relations go hand in hand. In any community development initiatives, it is very important to understand the meaning and utility of some of the words like self-help, charity, friendship, culture, social service, self-reliance and Philanthropy. Self-help is the habit of confidently standing on ones own legs. God helps those who help themselves. Every man should bear his own burden. To be dependant on other is a curse. Living upon charity robs us of independence and undermines every manly virtue. Efforts from within always bring out our latent virtues and strengthen our character. Charity is that disposition of the heart which leads to think favourably of their fellowmen and do them good. The practice of charity calls forth all the nobler qualities of the mind and the right use of it, brings peace on earth and goodwill among men. It is a form of self-sacrifice without which society cannot exist. Friendship is a felling of goodwill and affection between two persons. Friendship often springs from similarity of taste, feeling and sentiments; sometimes from gratitude, and sometimes from close association. Friendship is based on love and consideration of mutual welfare.

Culture is one of the most frequently used expression in the world. Perhaps, it means a individuals way of looking at things or general approach towards life as a whole. Truth is Beauty and Beauty is truth is the doctrine though universally accepted seems yet to represent the spirit of Indian culture more than of any other Satyam, Shivam, Sunderam thus runs the significant message of Indian culture enjoining the worship of beauty and truth as the source of all good in the world. Social Service is the service rendered to other members of the society in their need i.e. nursing the sick, reliving the sufferings of the poor, spreading education among the illiterate, making people conscious of their rights and duties. We, social beings, can be really happy if all of us are individually happy. So, when an individual

or a portion of our society suffers from any trouble we cannot remain idle. Everybody can render service in his own way, some by spreading education, other by relieving the sufferings of the poor etc. Sympathy and fellow-feeling are mainly required. Self-reliance is the habit of relying on ones own powers and abilities in the midest of difficulties and dangers. A self reliant man does not depend on others for help but uses his own judgment and powers in facing difficulty or carrying out an undertaking. Self-reliance is great virtue. It is a secret in life. A self-reliant man has full confidence in his own powers. Self-reliance contributes very largely to success in life and to the fulfillment of our ambitions.

We should, therefore, cultivate this great virtue from early life, as without self-reliance no great undertaking is possible in life. For corporate Social Responsibility, a Company should be committed to be a good Corporate Citizen not only in compliance with all relevant laws and regulations but also to maintain and enhance its environment and well being to the advantage of the organization and the community concerned with the objective of making them self-reliant. Such Social Responsibility would comprise, to initiate and support community initiatives in the field of community health and family welfare, water management, vocational training, education and literacy and encourage application of modern Science and Managerial Techniques and Expertise. The Company would also encourage volunteering amongst its employees and help them to work in the communities. Companies are also encouraged to develop social accounting systems and to carry out social audit of the operations. Corporate Philanthropy is the practice of helping the poor and those in need. The Corporate CSR emerged from Corporate Philanthropy, the link between a companys needs and communitys needs. Here the Company feel a level of obligation and discharges that obligation through financial contributions usually to non-profit making organizations which in turn perform important social welfare and cultural activities for the benefit of the community at large.

Corporate undertake projects in the fields of education, vocational training, and community health and water management. The Head of CSR of the Companies is responsible for creating and enabling condition for every Employee who chooses to volunteer in community development work.

A majority of the Indian Companies recognize social responsibility as core to taking their business forward. Enlightened companies have chosen to embark on the journey of Corporate Social Responsibility in an effort to broaden the traditional corporate goals of profitability and productivity and adopt social trusteeship as a desirable objective. Empirical studies have demonstrated that CSR has had a positive impact on the business and economic performance of such companies while also contributing to enhancing shareholders value. One of the strongest reasons for a company to adopt social commitment is the ocean of gratitude and goodwill of the community that is earned, in addition to building up of corporate image based upon secure local identity and harmonious interaction with the community.

GOOD CORPORATE GOVERNANCE ADRIAN CADBURY AND KUMARMANGALAM REPORT Corporate Governance practices have emerged in free-market economies as a set of structural arrangements with a view to aligning the management of Companies with the interests of its Shareholders. Subsequently, Corporate Governance concerns extend to the interests of its Shareholders and eventually to Society at large. Company Directors around the world are now under intense public scrutiny. Increasingly, the actions of Companies and their Directors are under intense public scrutiny and comment. Shareholders and the Public are demanding ever higher standards of Ethics and Corporate Responsibility.

There is considerable debate about what actually constitutes Corporate Governance. Simply put, Corporate Governance outlines how individuals charged

with the responsibility of running a Corporation should conduct their own and their Organizations affairs. Corporate Governance refers to the managements recognition of its fiduciary responsibility to all shareholders, in particular minority shareholders. Managements that do things to benefit one class of shareholders over another are not practising Good Corporate Governance. The key elements of Corporate Governance, however, concern the enhancement of Corporate Performance through the supervision and monitoring of management performance and the ensuring accountability of management to all Shareholders and Stakeholders. Corporate Governance is clearly a system through which corporate entities are directed and controlled. It encompasses the entire mechanics of the functioning of a company and attempts to put in place a system of checks and balances between Shareholders, Directors, Auditors and the Management. Government is the single most important storehouse of information on a variety of subjects. In certain areas, the Government is the only source of information. But getting information out of this vast storehouse is difficult because of the secrecy inherent in the bureaucracy. For Good Corporate Governance, society should have the right to know how matters are being managed by the Government. They should be able to understand how they are being ruled. This is possible only by creating a well-informed society. Effective accountability depends on the people having the necessary information. If there is no accountability, the Government is not open. What Government administrations need to realise is the elementary fact that their work affects several `publics, which each department needs to identify, consult and try to satisfy within the confines of the Governments policies and programmes.

CODE OF BEST PRACTIVE:: THE CADBURY REPORT The Cudbury Report gave a Code of Best Practice which was to serve as a guideline to those public companies which wanted, on voluntary basis, higher standards of Corporate Governance. These are as follows :1. In every firm there should be a separate CEO and Chairman of the Board of Directors. When the same person carries on with the two roles, that of the CEO and the Chairman of the Board, it provides too much authority with little check on such power with the person. ( The old saying that Power Corrupts and absolute power Corrupts absolutely) holds good in Corporate Governance also). 2. It should be the function of the Chairman to manage the affairs of the Board, including the hiring and firing of the CEO of a Company when necessary. The CEO on the other hand is responsible for the day-to-day management of the organization.

3. The Chairman should be responsible for setting up Goals and Objectives of the CEO and of monitoring the CEOs performance in the implementation of the oranisations strategy. If the Chairman and the CEO are one and the same person, this level of supervision is lost, bringing it with higher risks to the organisaton. 4. It is the interests of the organization to have Non-Executive Directors bringing to the Board their experiences and expertise and not as Rubber-

Stamps for endorsing the Chairmans decisions. The rational is that these Experienced Part-Time Directors are already in Senior Executive Position with other organizations and they would supplement the efforts of the fulltime Executive Directors on the Board.

EMERGENCE OF CORPORATE GOVERNANCE :: THE KUMARMANGALAM REPORT Since the Advent of the limited liability form of Corporate Business organisation, the issues of Corporate Governance have assumed great importance. We find reference to the term corporate Governance in academic and professional literature both in the West and in India only recently in 1980s. Financial Scandals like Harshad Mehta Episode where a stockbroker could wield his power over the Banks for gaining huge amounts of credit without matching collaterals. In the debate of Corporate Governance, the Kumarmangalam Birla Committee Report on Corporate Governance can justifiably be viewed as a well thought response to our need for better Corporate Governance. In May 1999, SEBI set up the Kumaramangalam Birla Committee. SEBI is already in the process of encouraging better Corporate Governance through the adoption of the recommendations of Kumarmangalam Birla Committee Corporate Governance.

According to Kumaramangalam Report, the Corporate Governance is a process or a set of systems and process to ensure that the Company is managed to suit the best interests of all. Corporate Governance is the system by which companies are directed and controlled. The concept of Corporate Governance is on Transparency, Integrity and Accountability of the Management, which includes Non-Executive Directors. It is a system of making management accountable to the shareholders for the effective management of companies, in the interest of the Company with its Ethics and Values. The Indian Corporate Scenario has undergone tremendous changes with new opportunities and threats from the MNCs since 1991, when the liberalization Era started and Indian Business became part of the market economy of the west. Hence, Corporate Governance requires bold intiative without using the Rules of Thumb. Indian Corporates need to evolve and imbibe Corporate Governance at a rapid pace if they have to survive.