1. BUSINESS ETHICS
AND
CORPORATE SOCIAL
RESPONSIBILITY

2. ROAR GROUP
• VIKAS P. MISHRA 106
• RAKESH S. AMIN 109
• OMKAR A. SHINDE 108
• AZHAR N. SHAIKH 107
• ROGER Y. PETER 110
• RAHUL N. TAKALE 105
• UMESH S. DASONI 122

3. CORPORATE GOVERNANCE
• INTRODUCTION
• DEFINITION
• FEATURES
• OBJECTIVES
• MECHANISM
• ROLE OF SEBI
• IMPORTANT CONCEPTS
• CASE STUDY
• CONCLUSION

4. INTRODUCTION
• Corporate Governance is a relationship among
stakeholders that is used to determine and control
the strategic direction and performance of
organizations.
• Concerned with identifying ways to ensure that
strategic decisions are made effectively.
• Used in corporations to establish order between
the firm’s owners and its top-level managers.

5. DEFINITION
“Corporate Governance is about promoting
corporate fairness, transparency and accountability.”
-James. D. Wolfensohn
“Corporate Governance is holding the balance
between economic and social goals and between
individual and community goals.”
-Sir Adrian Cadbury
“Corporate Governance is the system by which
businesses are directed and controlled.”
-Cadbury Report (UK)

6. FEATURES
• Interface between company and shareholder
• Maximum welfare
• Voluntary concepts
• Managerial decision
• Accountability
• Transparency
• Essence
• Responsibilities and duties
• Ethics, values and morals
• Set of system

7. OBJECTIVES
• Economic efficiency
• Employees participation
• Code of conduct
• Balance
• Efficient use of resources
• Setting standards
• Standard of living
• Accurate and reliable information
• Transparency

8. MECHANISM
• The Companies Act
• SEBI
• Capital Market
• Statutory Audit
• Nominee on Company Boards
• Code of Conduct

9. ROLE OF SEBI
• Issue of guidelines
• Public interest advertisement
• Dealings with complaints of investors
• Investor education
• Investor surveys
• Disclosures by companies
• Code regarding takeovers

10. IMPORTANT CONCEPTS
• Insider Trading - Insider trading refers to
trading on price sensitive information by
companies employees or individual closely
connected with the firm.
• Whistle Blowing - It is an attempt by a
member or ex-member of an organization to
disclose wrong doing in or by the organization.

11. CASE STUDY

12. Do You Know Him ???

13. B. RAMALINGA RAJU
FOUNDER AND FORMER CHAIRMAN OF ONE OF THE BIGGEST I.T.
GIANT OF OUR NATION “SATYAM COMPUTERS”
THE PRIME CONVICT IN ONE OF THE BIGGEST SCAM OF COUNTRY

14.  FOURTH LARGEST
I.T. OUTSOURCING
COMPANY OF INDIA
 EMPLOYEES MORE
THAN 50,000 PEOPLE
IN INDIA
 HIGH GLOBAL
REPUTATION
 OFFERS SERVICES
TO MORE THAN 550
MNC’s

15. What was Scam all about…
 The company’s balance sheet was inflated to Rs.
5,361 Cr at the end of September 2008 against the actual
Rs 5,040 Cr.
 There is an artificial cash balance of Rs.588 Cr in
September 2008.
 Rs.1,230 Cr was arranged to Satyam, which is not
reflected in its books, to keep Satyam's operations
running.
 Raju also admitted that Satyam's profits were inflated
over several years.

16. HOW DID THE SCAM MATTER TO THE NATION ?
 Job’s of over 50,000 technocrats were at risk.
 Country’s booming economy feared slight
collapse as Country's GDP fell by estimated 0.4%.
 India’s I.T. sector suffered downturn as it’s
image was tarnished globally.

17. How it was caught ?
Satyam Computers had
on December 16, 2008,
announced that it will
acquire two group firms
– Maytas properties and
Maytas Infra for $1.6
billion (about Rs 8,000
cr) as part of its
diversification strategy ,
this created a alleged
violation of corporate
governance laws.

18. SALVAGING SATYAM
To stabilize the sinking Satyam Computers, the
Government nominated Banker Deepak Parekh,
I.T. Expert Kiran Karnik and Former SEBI
Member C. Achutan to the I.T. Company's Board.
KIRAN KARNIK C. ACHUTAN

19. ALL’s WELL THAT’s END WELL
Satyam Computers was took over by Mahindra Group
I.T. Arm , Tech Mahindra on April 13, 2009.

21. ASIAN CASE STUDY
 The World Bank has conducted a number of studies of
corporate governance practices in various countries all
over the world.
 It has conducted Eight Studies of Asian Countries. This
part summarizes some of the components of those
studies.
 Noticeably absent are China and Japan.

22. Chart shows the scores for each of the Eight Asian Countries
Corporate Governance Scores
90
80
70
60
50
40
Corporate Governance
30
Scores
20
10
0

23. REVIEW/ANALYSIS OF ASIAN CASE STUDY
 No perfect score
 India’s progress in Corporate Governance
 Improvement with time
 Clean up