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International Journal of Research in Management & ISSN : 2348-6503 (Online)

Vol. 4 Issue 3 Jul. - Sept. 2017


Business Studies (IJRMBS 2017) ISSN : 2348-893X (Print)

Evolving Role of Employment Legal leadership in Corporate


Governance and Management
Dr Sagar Suresh Dhole
(L.L.B, MBA (Industrial relations and International Business Management),
PhD- Business Management and Compliance)- Nagpur University.

Abstract
Corporate governance and Compliance of law are exclusively concomitant with each other, without such cohesive linkage even the
finest entity will be struck by chaos. Corporate governance is the dynamic system of rules, practices and procedures through which
an organisation is directed and is governed, encompassing its objectives to its ultimate result. Corporate governance embraces the
progression through which organizations’ objectives are set and effectively pursued in the context of the socio-economic, regulatory
and market environment. Corporate governance essentially involves balancing the interests of an entity with its external and
internal influencing factors. Since corporate governance also provides the disciplined framework for achieving objectives of entity,
it encompasses sphere of management, from action plans and internal administration, performance to its objectives affecting its extant
stakeholders. One of the most crucial stakeholders includes management and its employees. With the recent change in employment
laws across global legal system, employees are characterized under crucial aspects of their work and roles. Government through
various collaborative summits has taken initiates to protect legal rights of all class of employees, carving a new dawn for employees
and shouldering decisive responsibilities on Employment legal leadership in management and Corporate Governance.
Thus elite endeavours are made in this paper to explain the need, role and responsibility, contribution and interpersonal trait of
employment legal leadership in corporate governance. This article will also guide employment legal leadership to understand the
expectations from purview of Management and employees, Competencies, required Behavioural Indicators and leadership traits
required to govern the management to attain its goals and prosperity. “The supreme quality for leadership role is unquestionably
integrity.”

Key words
Employment legal, Corporate Governance, Management, Business, Labour Laws, HR legal, Human resources management, Legal
and Compliance, General Counsel and benefits
I) Understanding Corporate Governance and need for Employment legal Counsel.
II) Evolution of Employment legal leadership
III) Role and responsibility, contribution and interpersonal trait, competency of employment legal leadership in corporate
governance
IV) Conclusion

I. Understanding Corporate Governance and need for Governance defines corporate governance as the “acceptance by
Employment legal Counsel management of the inalienable rights of shareholders as the true
Corporate governance is the dynamic mechanisms, processes owners of the corporation and of their own role as trustees on
and relations by which organizations are controlled and behalf of the shareholders. It is about commitment to values, about
administered.1Governance structures and principles identify the ethical business conduct and about making a distinction between
distribution of rights and responsibilities among diverse members personal & corporate funds in the management of a company.3
in the entity (such as the board of directors, managers and
employees, shareholders, creditors, auditors, regulators, and other 1. Principles for corporate governance
stakeholders) and includes the systematic rules and procedures Contemporary discussions of corporate governance tend to refer
for making decisions in corporate affairs. Corporate governance to principles raised in three documents released since 1990:
includes the processes through which corporations’ objectives are The Cadbury Report (UK, 1992), the Principles of Corporate
set and pursued in the context of the social, regulatory and market Governance (OECD, 1999, 2004 and 2015), the Sarbanes-
environment.2 Governance mechanisms include monitoring the Oxley Act of 2002 (US, 2002). The Cadbury and Organisation
actions, policies, practices, and decisions of corporations, their for Economic Co-operation and Development (OECD) reports
agents, and affected stakeholders. Corporate governance practices present general principles around which businesses are expected
are affected by attempts to align the interests of stakeholders. The to operate to assure proper governance. The Sarbanes-Oxley Act,
Securities and Exchange Board of India Committee on Corporate informally referred to as Sarbox or Sox, is an attempt by the

1
Shailer, Greg. An Introduction to Corporate Governance in Australia, Pearson Education Australia, Sydney, 2004
2
Goergen, Marc, International Corporate Governance, (Prentice Hall 2012) ISBN 978-0-273-75125-0
3
Report of the SEBI Committee on Corporate Governance, February 2003. Securities and Exchange Board of India Committee on
Corporate Governance.Retrieved 2011-07-20.
4
Cadbury, Adrian, Report of the Committee on the Financial service Aspects of Corporate Governance, Gee, London, December,
1992, Sections 3.4
5
Sarbanes-Oxley Act of 2002, US Congress, Title VIII
6
OECD Principles of Corporate Governance, 2004, Articles II and III" .OECD.Retrieved 2011-07-24.

© 2014, IJRMBS All Rights Reserved www.ijrmbs.com


22
ISSN : 2348-6503 (Online) International Journal of Research in Management &
Vol. 4 Issue 3 Jul. - Sept. 2017
ISSN : 2348-893X (Print) Business Studies (IJRMBS 2017)

federal government in the United States to legislate several of the to produce their Guidance on Good Practices in Corporate
principles recommended in the Cadbury and OECD reports. Governance Disclosure.14 This internationally agreed benchmark
a) Rights and equitable treatment of shareholders:[ 4][5] consists of more than fifty distinct disclosure items across five
Organizations should respect the rights of shareholders and broad categories:1516
help shareholders to exercise those rights. They can help i. Auditing
shareholders exercise their rights by openly and effectively ii. Board and management structure and process
communicating information and by encouraging shareholders iii. Corporate responsibility and compliance in organization
to participate in general meetings.6 iv. Financial transparency and information disclosure
b) Interests of other stakeholders:7 Organizations should v. Ownership structure and exercise of control rights
recognize that they have legal, contractual, social, and The OECD Guidelines on Corporate Governance of State-Owned
market driven obligations to non-shareholder stakeholders, Enterprises are complementary to the G20/OECD Principles of
including employees, investors, creditors, suppliers, local Corporate Governance, providing guidance tailored to the corporate
communities, customers, and policy makers. governance challenges unique to state-owned enterprises.
c) Role and responsibilities of the board:8 The board needs In India, Companies Act 2013 and Securities and Exchange Board
sufficient relevant skills and understanding to review of India lays down greater emphasis on governance through the
and challenge management performance. It also needs board and board processes. Amendment dated 2014 focuses on
adequate size and appropriate levels of independence and adopting best practices on corporate governance and aims at
commitment. making the corporate governance framework more effective.
d) Integrity and ethical behavior:910 Integrity should be a
fundamental requirement in choosing corporate officers II. Crucial Role of Employment legal leadership
and board members. Organizations should develop a code “The Holy Grail for the Legal Counsel is to have prodigious
of conduct for their directors and executives that promotes impact and influence – to be viewed as trusted business adviser
ethical and responsible decision making. whereby Legal Counsel is to be considered as Guardian Priest
e) Disclosure and transparency:1112 Organizations should clarify in the temple of Justice.”-Hon’ble Suresh P. Dhole (Advocate
and make publicly known the roles and responsibilities of Bombay High Court)
board and management to provide stakeholders with a level Once regarded purely as purveyors of practical advice, and
of accountability. They should also implement procedures as conduits between the business and the legal profession,
to independently verify and safeguard the integrity of the Employment Legal Counsel today have emerged as critical
company’s financial reporting. Disclosure of material matters strategic operators integral to the growth of businesses. Corporate
concerning the organization should be timely and balanced expects General Counsel, Employment legal counselling. The
to ensure that all investors have access to clear; factual modern Employment Legal Counsel is a commercially savvy
information. legal professional who provides practical solutions and drives the
business strategy of the company by managing legal, regulatory
2. Codes and guidelines and reputational risks.
Corporate governance principles and codes have been developed Developing effective strategies to tackle these multiple
in different countries and issued from stock exchanges, environments can make the difference between business success
corporations, institutional investors, or associations (institutes) and failure. This is where Employment Legal Counsel comes
of directors and managers with the support of governments and into the picture. They are now directly involved in developing
international organizations. As a rule, compliance with these Employee-business strategy, brainstorming Management and
governance recommendations is not mandated by law, although working to meet required goals. In the face of the increasing
the codes linked to stock exchange listing requirements may have complexity of legal compliance works caused by the nature
a coercive effect. Organisation for Economic Co-operation and of multijurisdictional legislations and regulations of new
Development principles: One of the most influential guidelines on developments, innovation from different perspectives is required
corporate governance are the G20/OECD Principles of Corporate for our work. This includes legal advisory, commercial viability
Governance, first published as the OECD Principles in 1999, analysis, risk management and liaison with stakeholders and
revised in 2004 and revised again and endorsed by the G20 in especially shareholders which set out the foundation for a multi-
2015.13 The Principles often referenced by countries developing functional role of a Employment Legal Counsel.This is particularly
local codes or guidelines. Building on the work of the OECD, true across Asia, where the legal system of almost every country
other international organizations, private sector associations and are different, and in some cases underdeveloped, require the
more than 20 national corporate governance codes formed the company and its legal personnel to adapt to keep up with rapid
United Nations Intergovernmental Working Group of Experts economic and social change. The working relationship between
on International Standards of Accounting and Reporting (ISAR) Legal counsel and Corporate Governance is a critical one. Both

7
OECD Principles of Corporate Governance, 2004, Articles II and III" .OECD.Retrieved 2011-07-24.
8
OECD Principles of Corporate Governance, 2004, Preamble and Article IV" (PDF). OECD.Retrieved 2011-07-24.
9
Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992,
Sections 3.2, 3.3, 4.33, 4.51 and 7.4
10
Sarbanes-Oxley Act of 2002, US Congress, Title I, 101(c)(1), Title VIII, and Title IX, 406
11
OECD Principals of Corporate Governance, 2004, Articles I and V" (PDF). OECD.Retrieved 2011-07-24.
12
Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992,
Section 3.2

www.ijrmbs.com 23 © All Rights Reserved, IJRMBS 2014


International Journal of Research in Management & ISSN : 2348-6503 (Online)
Vol. 4 Issue 3 Jul. - Sept. 2017
Business Studies (IJRMBS 2017) ISSN : 2348-893X (Print)

roles have a charge to guide practices and make decisions to protect • Drafting and reviewing employment documentation
the legal, financial and reputational interests of the organisation. including offer letters (Appointment letter and related
Legal Counsel’s role is to provide proactive professional advice documents) and employment agreements, confidentiality
on critical strategic and legal issues and to support the organisation agreements, IP assignment agreements, non-compete and
with finest suitable legal guidance. Corporate Governance does the non-solicit agreements, consultancy agreements, secondment
same thing through business practices and processes, effectuating and deputation agreements, release agreements, recruitment
an inclusive, collaborative, safe, legal and efficient working agreements, documentation for employee events, adherence
environment. Alignment of Management and legal counsel is to anti-sexual harassment regulations including running
vital to protect the interests of the organisation and to ensure a committees, ensuring relevant filings are done in time etc.
collegial, collaborative working relationship. • Drafting, reviewing, revising Employee Policy Handbooks,
detailed clauses on standard employment practices including
“Discourage litigation. Persuade your neighbours to compromise in relation to vacation / leave policies, prohibition of
whenever you can. As a peacemaker the Legal Counsel has harassment, employment benefits, non-solicitation
superior opportunity of being anelegant corporate leader.” provisions, discipline and grievance, separation, confidential
information, intellectual property rights, etc.
In the Corporate legal context, employment law includes a plethora • Advice on the applicability of various (Employment Laws)
of central and state specific employment laws, administrative labour Laws including local and International.
regulations as well as judicial decisions. Applicability of the • Advise stakeholders etc. on applicability of Employment
statutes is contingent on multiple factors including the industry, Laws, the obligations and compliances there under, and
nature of work done by the employees, strength of the workforce, the consequences of non-compliance, issues related to
remuneration, duration of service, etc. provident fund contributions, payment of gratuity, payment
Within the businesses themselves a transference is also underway, of bonus, superannuation/retirement benefits, termination
a transference that is changing how legal departments are seen. of employment, hours of work, leave/ holiday entitlement,
Legal and compliance professionals are increasingly seen less as employee health and safety regulations, discrimination and
cost centres and more as business partners. This has required open harassment issues, etc.
discussion and strong links to the business. As long as Employment • Advise on structuring employee benefits and incentives,
Legal Counsel can demonstrate that costs related to manpower, employee stock options, applicable labour laws, employment
external legal spend, training and automation are essential from laws, clauses on confidentiality, data protection and ensuring
a governance perspective to support the business and the board that clauses are adequately drafted and risks are mitigated.
more effectively, senior management are much more receptive • Review, advise and documentation on matters relating
to any recommendations that Employment Legal Counsel might to deputation, secondment or on employment, expatriate
put forward. This is particularly important given that modern matters etc.
companies prefer to limit what they outsource to cut costs. For • Handling employment litigation cases including the litigation
day-to-day operations, everything is done in-house. The senior strategy, drafting and issuing legal notices, responding to
managers of the business side of the company have an in-house legal notices, drafting claim documents, coordinating with
legal counsel assigned to them to assist them through legal and local counsel to pursue litigation in the appropriate courts
compliance. across India
It’s important for the Employment legal counsel to ask corporate • Responsible to ensure adherence to data privacy requirements
executives to explain business goals related to incidental matter, including creation of policies, ensuring consents, adherence
and then explain to them, in simple terms, way ahead and the to data protection requirements in other jurisdictions.
tolerance of risk for that venture with respect to employment labour • Monitoring of changes in the local-global legislation
laws with its repercussion. and strategizing compliance activities accordingly with
stakeholders.
III. Role and responsibility, contribution and interpersonal • Advice on crucial aspects of Expatriate Taxation, Social
trait, competency of employment legal leadership in Security & Immigration for employees on deputation and
corporate governance assignment- Employment Legal leadership represent entities
“The good lawyer is not the man who has an eye to every side in employment related immigration matters, etc. Thus they
and angle of contingency, and qualifies all his qualifications, but need to advice to companies and employees who required to
who throws himself on your part so heartily, that he can get you travel on deputation, secondment or on employment, advice
out of a scrape.” – Ralph Waldo Emerson on expatriate taxation etc.
General Roles and Responsibility of Employment Legal leadership • Conduct periodic Legal audits- The legal audit typically
Role could be framed as below:- encompasses assessment of the level of compliance with
• Handling employment and labour laws matters for entities applicable labour laws, taxation laws and corporate laws
(all being private, limited companies, etc) and advice on relating to hiring/ firing of employees, terms of employment,
Employment legal Strategy and Documentation employee compensation, stock option plans, to name a

13
OECD Principles of Corporate Governance, 2004".OECD.Retrieved 2013-05-18.
14
Guidance on Good Practices in Corporate Governance Disclosure
15
TD/B/COM.2/ISAR/31
16
International Standards of Accounting and Reporting, Corporate Governance Disclosure".United Nations Conference on Trade and
Development.Archived from the original on 2008-11-23.Retrieved 2008-11-09.

© 2014, IJRMBS All Rights Reserved www.ijrmbs.com


24
ISSN : 2348-6503 (Online) International Journal of Research in Management &
Vol. 4 Issue 3 Jul. - Sept. 2017
ISSN : 2348-893X (Print) Business Studies (IJRMBS 2017)

few. It also includes review of the employment-related of the employer should be well secured in the event of
documentation and the policy and procedure manual of termination of the employee's employment, for which purpose
the company, especially with respect to such issues as we ensure that clauses on confidentiality, post-employment
confidentiality, assignment of intellectual property and non- non-solicitation, data protection are adequately drafted. In
competition. The Employment legal Audit enables entity to cases where there is a transfer of one undertaking to another
suggest measures for legal process re-engineering.17 by way of merger/ acquisition/sale of assets or otherwise,
• Advice on Employment separation, Termination & issues such as the transfer of employees of the transferor to the
Downsizing, Transfer : Now adays Companies does not transferee creates certain legal complications. Employment
envisage an “at-will' employment relationship, thus is crucial legal needs to advise management on the various labour
advise on strategies for employment separation, termination, law implications arising out of such transactions and assist
downsizing and reduction in force. This includes advising clients in structuring such transactions in a manner so that
on applicable labour laws and employment laws, apart the transfer of employment complies with all statutory
from guidance on regulatory requirements mandated for requirements.18
employers. Employment legal understand that the interest
Proficiencies Professional trait Indicators
Professional Knowledge and Conduct Comprehensive knowledge of labour laws and Compliances, Strong written and
verbal skills, Handling litigations, dispute resolutions, contentious issues Strong
strategic thinking ability, Self-motivated, initiative, and positive personality. Ability
to work in Cross Functional teams, across multiple locations & cultures
Culture & Conduct Building Professional Aware of own impact Respectful attitude Professionalism Gets involved
Integrity Self-Awareness
Client-Compliance-Centricity & Business Product / service knowledge Responsive, accountable Detail orientated Offers
Acumen Commerciality Analytical Thinking options/solutions
& Problem Solving
Innovation &Strategic Thinking; Change Stays up to date Thinks differently Demonstrates entrepreneurial thinking Translates
Decision Management& Judgment Agility strategies into plans Stays one step ahead Open to new ways of thinking

Leadership & Collaboration Managing Talent Stays up to date Open to new ways of thinking Sees when to escalate Provides logical
Recognizing and Motivating Supporting, rationales Shows initiative to develop Leverages resources
Developing & Collaborating, Conflict
Management
Communication & Connectivity Articulation Recognizes others’ efforts Offers to assist Willing team participant Shows interest
& Receptiveness Impact Connectivity
Communication & Influence Articulation and Speaks/writes clearly Aware of non-verbal behaviour Demonstrates active listening
Receptiveness Impact Connectivity Conveys a positive image Shares information keeps people informed Builds strong
relationships
Execution & Delivery Driving Performance Maintains can-do attitude Sees tasks to completion Manages day-to day work
Execution-Focus Planning & Organizing Prioritizes/meets deadlines Asks questions to gain understanding Responds positively
Adaptability to feedback

Conclusion litigiousness and, most recently, the issues of employment laws,


In past few decades General Counsel and Employment Legal risk and liability raised by a worldwide economic crisis unparalleled
leadership role was considered as burgeoning in the corporate for generations, together with the ongoing vulnerability of private
scheme and governance. They were the people who kept a and public finances and labour laws have all contributed to a
check on the compliances and played a diminutive part in the renewed focus on the chief steward of the legal and ethical
matters related to strategy and risk for business. Over the years behaviour of an organisation. Therefore, it is no surprise that their
with emerging radiant facets of corporate laws and extensive expertise is required more extensively and at an earlier stage for
business, Employment Legal leadership role took on more critical management decisions. Anyone who has been observing
crucial and responsible roles in the corporation. This led to a the corporate world as an outsider can see that the role of General
significant transformation in the perspective of General Counsel Counsel and Employment Legal leadership role has undergone an
and Employment Legal leadership role. enormous transformative change. This transformation of the role
The market turmoil following the enhance of the IT effervesce has led to a revolution in roles, responsibilities and expectations.
in early 2000, the ensuing corporate scandals, ever-growing The General Counsel19 includes the Employment Legal role of today

17
Gillian Wong, “Gender Diversity in the Legal Profession – The Role of In-house Counsel” (2015) Portia 42 (Victorian Women
Lawyers).
18
http://www.nishithdesai.com/information/areas-of-service/practice/human-resources-law-employment-and-labour.html
19
Association of Corporate Counsel, Leading Practices in Law Department Diversity and Inclusion Initiatives: Company Best
Practices (2013)

www.ijrmbs.com 25 © All Rights Reserved, IJRMBS 2014


International Journal of Research in Management & ISSN : 2348-6503 (Online)
Vol. 4 Issue 3 Jul. - Sept. 2017
Business Studies (IJRMBS 2017) ISSN : 2348-893X (Print)

and is positioned within the highest ranks of senior management, Author Profile
while also serving as a legal advisor to the board of directors,
management, employees and stakeholders. As Employment Dr Sagar Suresh Dhole
Legal Leadership is being vested with a weighty tome of (ever- Qualifications:
growing) responsibilities, they are evolved as indispensable. With LLB (5Years) Merit in University,
the laws and regulatory compliances becoming more complex and MBA-IR&IBM and PhD- Business
vital, companies face numerous risks and challenges. If one can management-Legal & Compliance
manage the complexity and the risk, one may become a successful (2011-2015);
Employment Legal General Counsel, but in order to achieve Recommend by the UPSC (Union
that, they must first understand the business, environment and Service Public Commission) as
employment legal strategies. And once this is accomplished, the “Welfare Administrator-2016.
Employment Legal General Counsel will be able to become the Appointed as “Welfare Administrator”
expert of their evolving turf. The extent of the role and the influence in the Office of the Director General
of a particular General Counsel and Employment legal will depend (Labour Welfare), Ministry of Labour
not only on the individual’s functional expertise, business acumen, and Employment.
and leadership skills, but also to a substantial degree on character Dr. Sagar, son of Hon’ble Shri Suresh Punjaramji Vithobaji Dhole,
– the indisputable level of integrity, trustworthiness, and values (a revered Advocate High Court and Supreme court of India,
that makes the General Counsel and Employment legal someone pragmatic social-change revolutionizer) and Smt. Nalini Dhole
board members and top leaders alike naturally turn to for wise (Spiritual thinker), Completed his LLB (5years) from Nagpur
counsel. University as University topper and Gold Medalist in 2008, MBA
in Industrial Relations and International Business Management,
“The supreme quality for leadership role is unquestionably and after extensive research in Business management and Legal-
integrity.” Compliance domain, was awarded with Ph.D degree in Business
-By Hon’ble Suresh P. Dhole (Advocate Bombay High Court, management- Legal-Compliance.
Director Amenity Exports Private limited, Chairman- of NGO 1) Started his career as Internship with his father in 2006 in
Magnum Foundation, Pioneer advisor to Council under MSMED Bombay High court, Nagpur bench, at age of 22 became one
matters across India, Ex- Lecturer to Commerce & Management of the youngest lawyer in 2008.
College Nagpur university, Hon’ble Ex-Chief Administrative 2) Awarded Alladi Award, Medal and Honour bestowed by His
Officer for Undertaking of Government of Maharashtra)” Excellency Shri S.K. JAMIR the then Governor of State in
2009.
Bibliography 3) IN Jan 2016 appointed as Welfare administrator, Roll
[1]. Shailer, Greg. An Introduction to Corporate Governance in no. 566 in the Office of the Director General (Labour
Australia, Pearson Education Australia, Sydney, 2004 Welfare) the Ministry of Labour and Employment upon the
[2]. Goergen, Marc, International Corporate Governance, recommendations of UPSC, interview dated October 2014.
(Prentice Hall 2012) ISBN 978-0-273-75125-0 4) Recognized by International journals for his elite publication
[3]. Report of the SEBI Committee on Corporate Governance, in the field of Compliance and management.
February 2003. Securities and Exchange Board of India 5) Active participation in various philanthropy events, CSR and
Committee on Corporate Governance.Retrieved 2011-07- a dynamic marathon runner. He has worked and supported
20. endeavours of Paraplegic society in Manavya(Pune) – The
[4]. Cadbury, Adrian, Report of the Committee on the Financial school for HIV afflicted children in Pune. Participated in
service Aspects of Corporate Governance, Gee, London, various marathon run across India raised for noble cause.
December, 1992, Sections 3.4 Taken up the opportunity to enlighten and guide students at
[5]. OECD Principles of Corporate Governance, 2004, Articles various government schools.
II and III” .OECD.Retrieved 2011-07-24. 6) He strongly believes and practices the fitness of mind and
[6]. Association of Corporate Counsel, Leading Practices in Law physique and saying, “whatever one does, one should do
Department Diversity and Inclusion Initiatives: Company it with full commitment and passion”. “True Leader never
Best Practices (2013) deter from dreadful failure, but are evolved elite from it” -Dr.
[7]. Gillian Wong, “Gender Diversity in the Legal Profession – Kavita Shisode MBBS, DNB and FMRDR (Medical Retina
The Role of In-house Counsel” (2015) Portia 42 (Victorian and Phaco Surgeon- India); “Challenge your virtuous self
Women Lawyers). with every defeat to rise with inevitable victory” inspired
[8]. Sarbanes-Oxley Act of 2002, US Congress, Title I, 101(c) by Late Dr. Kishor R. Mahabal, (MA., M.Phil., LLB, Ph.D-
(1), Title VIII, and Title IX, 406 Reader- Nagpur University, Lecturer, author Mentor and
[9]. Guidance on Good Practices in Corporate Governance Motivator) and Dr Anjali Kulkarni MA. Ph.D Nagpur
Disclosure TD/B/COM.2/ISAR/31 University (Ex-Director at Central Institute Nagpur and
[10]. International Standards of Accounting and Reporting, Lecturer)
Corporate Governance Disclosure”.United Nations Maxim: Live Life Less Ordinary. (Adapted)
Conference on Trade and Development-Archived from the
original on 2008-11-23.Retrieved 2008-11-09.

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