SEXUAL HARRASEMENT

SHW violates Fundamental Rights of women under Article 19(1)(g) of the Constitution. Sec. 354 of IPC: assault or criminal force on women with an intention to outrage her modesty Sec. 509 of IPC: Words/acts/gestures/exhibits with an intention to outrage the modesty of a women 1995: National Policy for Women was formulated 1997 the Supreme Court issued the Vishakha Guidelines on sexual harassment at the workplace. In 1998, the National Commission for Women (NCW) produced a Code of Conduct for the Workplace. The code expands the definition of sexual harassment laid out in Vishakha, and clarifies the employers responsibility to address sexual harassment in the workplace. In August 2001, the NCW set up a group of civil society activists, and in consultation with these experts and several womens rights activists, designed a first draft of the Bill. In 2004, Lawyers Collective and other NGOs formulated a draft Bill on sexual harassment, THE PROTECTION OF WOMEN AGAINST SEXUAL HARASSEMENT AT WORKPLACE BILL, 2007 The Bill was introduced in the Lok Sabha during the winter session in December 2010 The bill has now been referred to the parliamentary standing committee on human resource development for a deeper "examination". The proposed legislation provides protection not only to women who are employed, to any woman who enters the workplace as a client, customer, apprentice, and daily wage worker or in ad-hoc capacity. Students, research scholars in colleges and universities and patients in hospitals have also been covered.

Corporate Governance
In December 1995, CII set up a task force to design a voluntary code of corporate governance The final draft of this code was widely circulated in 1997 In April 1998, the code was released. It was called Desirable Corporate Governance: A Code Between 1998 and 2000, over 25 leading companies voluntarily followed the code: Bajaj Auto, Hindalco, Infosys, Dr. Reddys Laboratories, Nicholas Piramal, Bharat Forge, BSES, HDFC, ICICI and many others

Clause 49- ( 2000) prescribed by SEBI

At least 33% (in case of a non-executive chairman) and at least 50% (in case of executive chairman) of the directors of the board of a company to be independent. Board Meetings to be held at least four times a year, with a maximum gap of four months between any two meetings. No director to be a member of more than 10 boards / committees or chairman of more than 5 committees and inform the respective companies about these memberships. Attendance of the directors at board meetings to be disclosed to shareholders. All material, financial and commercial transactions where there is personal interest of directors or potential conflict of interest- related party transactions to be fully disclosed. Should not be related to promoters or management at the Board level or at one level below the Board Should not have been a partner or an executive of the statutory audit firm or an internal audit firm or legal and consultancy firm, during last 3 years Should not have been a supplier, service provider or customer of the company

Should not hold 2% or more shares of the company Should not have been an executive of the Company in the immediately proceeding 3 financial years Appointment of Non Executive Director beyond continuous period of 9 years not permissible Full and detailed remuneration of each director (salary, sitting fees, commissions, stock options and perquisites) must be fully disclosed to shareholders in the annual report of the company Loans given to executive directors are capped (no loans permitted to non-executives), and must be fully disclosed to shareholders in the annual report of the company

Committees
Nomination Audit Committee Audit Committee is mandatory Must have minimum of three members, all non-executive directors, the majority of whom are independent Chairman must be an independent director, and must be present at the annual shareholders meeting to answer audit or finance related questions At least one member must be an expert in finance/accounts Must have at least three meetings per year, including one before finalisation of annual accounts Must meet with statutory auditors and internal auditors; have the powers to seek any financial, legal or operational information from the management; obtain outside legal or professional advice Oversight of the companys financial reporting process to ensure that the financial statement is correct, sufficient and credible Appointment / removal of external auditor and fixing of audit fees Reviewing with management the annual financial statements before submission to the board, focusing on: Changes in accounting policies and practices Major accounting entries Qualifications in draft audit report Significant adjustments arising out of audit The going concern assumption Compliance with accounting standards, with stock exchange and legal requirements Any related party transactions Shareholders / Investors Grievance Committee, Remuneration Committee /Compensation

Information that must be supplied to directors

Annual, quarter, half year operating plans, budgets and updates Quarterly results of company and its business segments Minutes of the audit committee and other board committees Recruitment and remuneration of senior officers Materially important legal notices and claims, as well as any accidents, hazards, pollution issues and labor problems Any actual or expected default in financial obligations Details of joint ventures and collaborations Transactions involving payment towards goodwill, brand equity and intellectual property Any materially significant sale of business and investments Foreign currency and other risks and risk management Any regulatory non-compliance

Constitutional duties
1. To abide by the Constitution and respect its ideals and institutions, the National Flag and the National Anthem; 2. To cherish and follow the noble ideals which inspired our national struggle for freedom; 3. To uphold and protect the sovereignty, unity and integrity of India; 4. To defend the country and render national service when called upon to do so; 5. To promote harmony and the spirit of common brotherhood amongst all the people of India transcending religious, linguistic and regional or sectional diversities; to renounce practices derogatory to the dignity of women. 6. To value and preserve the rich heritage of our composite culture; 7. To protect and improve the natural environment including forests, lakes, rivers and wild life, and to have compassion for living creatures

8. To develop the scientific temper, humanism and the spirit of inquiry and reform; 9. To safeguard public property and to abjure violence; 10. To strive towards excellence in all spheres of individual and collective activity so that the nation constantly rises to higher levels of endeavour and achievement.

Human Rights
The Protection of Human Rights Act, 1993 [As amended by the Protection of Human Rights (Amendment) Act, 2006

Social Accountability 8000(SA 8000) The International Council on Economic Priorities Accreditation Agency has driven the development of SA 8000 which defines a set of auditable standards and an independent auditing process. Based on the conventions of the International Labour Organisation and related international human rights instruments- including the Universal Declaration of Human Rights and the UN Convention on Human Rights SA 8000 is the first auditable social standard, and creates a process which is truly independent. SA 8000 provides a framework for the independent verification of the ethical production of all goods, made in companies of any size, anywhere in the world. SA 8000 considers key issues such as - Child labour - Adequate Compensation - Discrimination - Forced labour - Working hours - Health and safety - Disciplinary practices