BAHR213 SIMa

DEPARTMENT OFBUSINESS ADMINISTRATION EDUCATION
Human Resource Management Program

Contact:+63995587040/+639107045559
UNIVERSITY OF MINDANAO Tagum

College
Department of Business Administration Education

Physically Distanced but Academically Engaged
Self-Instructional Manual (SIM) forSelf-Directed

Learning (SDL)
Course/Subject:BAHR 213 – GOOD GOVERNANCE AND

SOCIAL RESPONSIBILITY
Name of Teacher:VIRNEX R. GIAMALON
THIS SIM/SDL MANUAL IS A DRAFT VERSION ONLY; NOT

FOR REPRODUCTION AND DISTRIBUTION OUTSIDE OF
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ITS INTENDED USE. THIS IS INTENDED ONLY FOR THE

USE OF THE STUDENTS WHO ARE OFFICIALLY
ENROLLED IN THECOURSE/SUBJECT.
EXPECT REVISIONS OF THE MANUAL
Table of Contents
Page
Part 1. Course Outline and Policies ...................................................... 1

Part 2. Instruction Delivery
CC’s Voice ............................................................................…….. 2
Course Outcomes ........................................................................... 5
Big Picture A: Unit Learning Outcomes ............................................. 5
Big Picture in Focus:ULOa ……………………………………………… 5
Metalanguage .......................................................................... 5
Essential Knowledge ............................................................... 6
Self-Help .................................................................................... 12
Let’s Check .................................................................................... 12
Let’s Analyze ......................................................................... 13
In a Nutshell .................................................................................... 15
Q&A List .................................................................................... 15
Keywords Index ......................................................................... 18
Big Picture in Focus:ULOb ……………………………………………… 19
Metalanguage .......................................................................... 19
Self-Help .................................................................................... 26
Let’s Check .................................................................................... 26
Let’s Analyze ......................................................................... 27
In a Nutshell .................................................................................... 27
Q&A List .................................................................................... 28
Keywords Index ......................................................................... 29
Big Picture B: Unit Learning Outcomes ............................................. 29
Metalanguage .......................................................................... 29
Self-Help .................................................................................... 39
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Let’s Check .................................................................................... 39

Let’s Analyze ......................................................................... 40
In a Nutshell .................................................................................... 43
Q&A List .................................................................................... 43
Keywords Index ......................................................................... 45
Metalanguage .......................................................................... 45
Self-Help .................................................................................... 53
Let’s Check .................................................................................... 53
Let’s Analyze ......................................................................... 53
In a Nutshell .................................................................................... 54
Q&A List .................................................................................... 54
Keywords Index ......................................................................... 55
Big Picture C: Unit Learning Outcomes ............................................. 56

Metalanguage .......................................................................... 56
Self-Help .................................................................................... 65
Let’s Check .................................................................................... 65
Let’s Analyze ......................................................................... 65
In a Nutshell .................................................................................... 69
Q&A List .................................................................................... 69
Keywords Index ......................................................................... 70
Metalanguage .......................................................................... 70
Self-Help .................................................................................... 75
Let’s Check .................................................................................... 75
Let’s Analyze ......................................................................... 76
In a Nutshell .................................................................................... 78
Q&A List .................................................................................... 78
Keywords Index ......................................................................... 79
Big Picture D: Unit Learning Outcomes ............................................. 80

Metalanguage .......................................................................... 80
Self-Help .................................................................................... 84
Let’s Check .................................................................................... 84
Let’s Analyze ......................................................................... 84
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In a Nutshell .................................................................................... 88
Q&A List .................................................................................... 88
Keywords Index ......................................................................... 89
Metalanguage .......................................................................... 89
Self-Help .................................................................................... 96
Let’s Check .................................................................................... 96
Let’s Analyze ......................................................................... 97
In a Nutshell .................................................................................... 99
Q&A List .................................................................................... 99
Keywords Index ......................................................................... 100 Part 3.
Course Schedule ......................................................................... 101
Online Code of Conduct .............................................................. 101
Monitoring of OBD and DED............................................................ 104
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Human Resource Management
Program
Contact:+63995587040/+639107045559
Course Outline
:BAHR 213 – Good Governance and Social Responsibility
Course Facilitator: Virnex R. Giamalon

Email: virnexcaseosa@gmail.com
Student Consultation: By appointment
Mobile: +639070294505
Effectivity Date: August 2020
Mode of Delivery: Online Blended Delivery
Time Frame: 54 Hours
Student Workload: Expected Self-Directed Learning
Requisites: none
Credit: 3
Attendance Requirements: A minimum of 95% attendance is required at all scheduled
virtual or face to face sessions
Course OutlinePolicy
Areas of Concern Details

Contact and Non-contact Hours This 3-unit course self-instructional manual is
designed for distance education delivery mode of
instructional delivery with scheduled face to face or
virtual sessions. The expected number of hours will be
54 including the face to face or virtual sessions. The
face to face sessions shall include the summative
assessment tasks (exams) since this course is crucial
in the licensure examination for teachers.
Assessment Task Submission Submission of assessment tasks shall be on 3 rd, 5th, 7th
and 9th week of the term. The assessment paper shall
be attached with a cover page indicating the title of the
assessment task (if the task is performance), the
name of the course coordinator, date of submission
and name of the student. The document should be
emailed to the course coordinator. It is also expected
that you already paid your tuition and other fees before
the submission of the assessment task.
If the assessment task is done in real time through
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Program
Contact:+63995587040/+639107045559
the features in the Blackboard Learning Management

System, the schedule shall be arranged ahead of time
by the course coordinator.
Turnitin Submission To ensure honesty and authenticity, all assessment
(if necessary) tasks are required to be submitted through
Turnitinwith a maximum similarity index of 30%
allowed. This means that if your paper goes beyond
30%, the students will either opt to redo her/his paper
or explain in writing addressed to the course
coordinator the reasons for the similarity. In addition, if
the paper has reached more than 30% similarity
index, the student may be called for a disciplinary
action in accordance with the University’s OPM on
Intellectual and Academic Honesty.
Please note that academic dishonesty such as

cheating and commissioning other students or people
to complete the task for you have severe punishments
(reprimand, warning, expulsion).
Penalties for Late
Assignments/Assessments
The score for an assessment item submitted after the

designated time on the due date, without an approved
extension of time, will be reduced by 5% of the possible
maximum score for that assessment item for each day
or part day that
the assessment item is late.
However, if the late submission of assessment paper

has a valid reason, a letter of explanation should be
submitted and approved by the course coordinator. If
necessary, you will also be required to present/attach
evidences.
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Program
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Return of Assignments/ Assessment tasks will be returned to you two (2)

Assessments weeks after the submission. This will be returned by
email or via Blackboard portal.
For group assessment tasks, the course coordinator

will require some or few of the students for online or
virtual sessions to ask clarificatory questions to
validate the originality of the assessment task
submitted and to ensure that all the group members
are involved.
Assignment Resubmission You should request in writing addressed to the course
coordinator his/her intention to resubmit an
assessment task. The resubmission is premised on
the student’s failure to comply with the similarity index
and other
reasonable grounds such as academic literacy
standards or other reasonable circumstances eg.
Illness, accidents, financial constraints.
Re-marking of Assessment You should request in writing addressed to the

Papers and Appeal program coordinator your intention to appeal or
contest the score given to an assessment task. The
letter should explicitly explain the reasons/points to
contest the grade. The program coordinator shall
communicate with the students on the approval and
disapproval of the request.
If disapproved by the course coordinator, you can

elevate your case to the program head or the dean
with the original letter of request. The final decision
will come from the dean of the college.
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Program
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Grading System All culled from Quipper sessions and traditional

contact
Examinations:
1st to 3rd Exam – 30%
Final Exam – 30%
Quizzes – 10%
Assignments– 5%
Research – 15%
Oral Recitation- 10%
Submission of the final grades shall follow the usual

University system and procedures.
Preferred Referencing Style Depends on the discipline; if uncertain or inadequate,

use the general practice of the APA 6th Edition.
Student Communication You are required to create Quipper email account

which is a requirement to access the Quipper portal.
Then, the course coordinator shall enroll the students
to have access to the materials and resources of the
course. All communication formats: chat, submission
of assessment tasks, requests etc. shall be through
the portal and other university recognized platforms.
You can also meet the course coordinator in

person through the scheduled face to face
sessions to raise your issues and concerns.
For students who have not created their student email,

please contact the course coordinator or program
head.
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Program
Contact:+63995587040/+639107045559
Contact Details of the Dean Dr. Gina Fe G. Israel 0909-994-2314

deansofficetagum@umindanao.edu.ph
Contact Details of the Program Dr. Raiza Mae C. Narciso

Head raiza_narciso@umindanao.edu.ph
0933-820-1418
Students with Special Needs Students with special needs shall communicate with the
course coordinator about the nature of his or her special
needs. Depending on the nature of the need, the course
coordinator with the approval of the program coordinator may
provide alternative assessment tasks or extension of the
deadline of submission of assessment tasks. However,
thealternative assessment tasks should still be in the service
of achieving the desired course learning outcomes.
Help Desk Contact
Dean’s Office
Globe: 09158325092
deansofficetagum@umindanao.edu.ph
Business Administration Education

Globe: 09955870420
Smart: 09107045559
FB Page: UM Tagum College – DBAE
Cashiering Office
Globe: 09458941632
Smart: 09494254457
Sun: 09336032028
Records and Admission Office

Globe: 09752634831/09151825490
rac.tagum@umindanao.edu.ph
Student Accounts Office

Smart: 09075135112/09151825190
saotagum@umindanao.edu.ph
Library Contact 0927-395-1639
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CC’s Voice: Hello prospective business practitioners! Welcome to this course

BHAR 213: Good Governance and Social
Responsibility. I am confident that you already envision yourself as
a successful business practitioner conducting business in your
own specific field of expertise. Let it be marketing, financial or
human resource management. With so, in this course, you’ll be
able to learn principles related to good governance and later on,
you’ll be able to create your own standard of integrity and
professionalism to practice decision-making about ethical and
social responsibility issues.
CO: Before the actual endeavor and exposure in business practice, you have to
deal with several possible challenges in the field. Every business
practitioners must have a proper fundamental knowledge on the
concepts, theories, principles and functions of ethical, social and
legal issues related to different business cases. You will be able to
use the appropriate governance principles, regulations, philosophies
and models of governance.
Let us begin!
Big Picture A
Week 1-3: Unit Learning Outcomes (ULO): At the end of the unit, you are
expected to
a. Identify the fundamental principles of corporate governance and the
implications of government regulations
b. Describe the Organizations and its Political, Structural and Economic
Environment
Big Picture in Focus: ULOa. Identify the fundamental principles of corporate

governance and the implications of government regulations
.
Metalanguage
In this section, the most essential terms relevant to the study of

Good Governance and to demonstrate ULOa was operationally defined
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and discussed in the essential knowledge to establish a standard frame

of reference as to how the texts work in your chosen field or career. You
will encounter these terms as we go through the study of compensation
administration. Specific discussion per topic shall be provided in the later
part to help you understand more about the scope in studying this
course.
Please proceed immediately to the “Essential Knowledge” part since the
first lesson is also definition of essential terms.
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for

the first three (3) weeks of the course, you need to fully understand the
following essential knowledge that will be laid down in the succeeding
pages. Please note that you are not limited to exclusively refer to these
resources. Thus, you are expected to utilize other books, research
articles and other resources that are available in the university’s library
e.g.
ebrary, search.proquest.cometc.
1. What is Corporation? – According to the Corporation Code of the

Philippines, a Corporation is an artificial being created by operation of
law, having the right of succession and the powers, attributes and
properties expressly authorized by law or incident to its existence. Let
us understand its attributes one by one :
• Artificial Being - by finction of law, corporation is a
juridicial person whose personality is seperate and
distinct from its owners
• Created by operation of law – will come into existence
through charter or a grant from the state
• Right of succession – continue to exist even in death,
incapacity or insolvency of any stockholder or
member
• Powers, attributes and properties – authorized to do
ativities whitiin the purpose of its existence based on
its own traits.
2. Who are the stakeholders of a corporation? - The corporation’s
stakeholders composes of the following:
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• Management – party given the authority to implement

the policies as determined by the Board in directing
the activities of the corporation. They are the decision
makers.
• Creditors – party who lendto the corporation goods,

services or money. In case of liquidation, creditors
are given the first priority for payment.
• Shareholders – people who invest their capital in the

corporation. Shareholders are part
-owner of the
entity.
• Employees – people who contribute their skills,

abilities and ingenuity to the corporation.
• Client – considered to be the very reason for the

existence of the corporation. Clients are costumers
or the buyers.
• Government– has several interest. Corporation

provides taxes, jobs and they lessen the duty and
responsibility of the government.
• Public – the citizens. The result of responsible or

irresponsible conduct of corporation affects the
public in so many ways. Eg. Environment or
diseases.
3. Purposes Of A Corporation
• Early Stage Survival – for an entity that just started, the

main objective would be survival. Aim fro the basic
and gain momentum
• Increase Profit – corporate executives and hired

managers are the stockholder’s agents and should
operate in the interest of their stock
holders.
• Offer vital services to the general public– it’s hard for

the government to offer all to the public.
• Offer goods and services to the market – not only

generate profit but also to provide services to the
masses.
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4. Shareholder, Bondholders and BOD

• Shareholder – artificial or natural persons that are
legally regarded as owners of the corporation.
Stockholders are bestowed with special privileges
depending on the class of their stockholdings. Rights
may include:
i. Right to vote on matters such as elections of
the BOD
ii. The right to propose shareholder resolutions
iii. The right to receive dividends iv. Pre-emption
right or the right to purchase new shares
The right to liquidating dividends
• Bondholders – person or entity that is a holder of a

currently outstanding bond. A bond is a certificate of
indebtedness. The holder has complete authority to
manage that bond in a way that is advantageous to
him.
• Board of Directors – collegial body that exercises the

corporate powers of all corporation formed. They are
formed by the stockholders. They conduct business
and controls and holds all the assets. The duties of
BOD includes:
i. Governing the organization by establishing
board policies and objectives (investment
policies, diversification of policies, etc.)
ii. Selecting, appointing, supporting and
reviewing the performance of the chief
executive.
iii. Ensuring the availability of adequate financial
v.
resources (survival, ensure that the
corporation is financially healthy and make
funds available for operation)
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iv. Approving annual budgets (for the purpose of

organizational programs and plans into
financial terms)
v. Accounting to the stakeholders
the organization’s performance (inform
stakeholders the accomplishment, long-term
plans, investments and audited financial
statement)
5. Multinational and Transnational Corporations – International corporations
have several categories depending on the business structure, investment
and product/service offering.
• Multinational corporations (MNC) have investment in other
countries but do not have coordinated product offerings in
each country. They are more focused on adapting their
products and service in each local market. Example are,
Uniliver, Proctor and Gamble, Mcdonald’s and 7/11.
• Transnational corporations (TNC) are enterprises which own
or control production or service facilities outside the country
where they are based. These companies may have a global
headquarters, but they also distribute decision-making power
to various national headquarters Examples are Shell,
Accenture, Deloitte and Roche.
6. Corporate Governance – The definition of corporate governance are the
following:
• Process and structure used to direct and manage the
business and affairs of the company towards enhancing
business prosperity and corporate accountability
• Joint responsibility imposed on the BOD and management to
protect shareholders right and enhance shareholder’s value
• System whereby shareholders, creditors and other
stakeholders of a corporation ensure that management
enhances the value of the corporation as it competes
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• Concerned on holding the balance between economic and

social goals and between individual common goal. Efficient
use of resources and equally require accountability.
• Process and structure by which companies are directed and
controlled. Good governance helps company operate more
efficiently, mitigate risks and safeguard against
mismanagement and improve access to capital that will fuel
their growth.
• Good governance contributes to development. Better
stakeholder relationship help companies address
environmental protection, social and labor issues.
• In short good governance, it is the process of running the
corporation which the management consider as ETHICAL
and MOST BENEFICIAL to all stakeholders.
7. Fundamental Objectives Of Corporate Governance
• Improve shareholder’s value – it can be increased by having
pre-commitment to create better relationship with primary
stakeholders like customers, employees, suppliers and
communities. A good relations can lead to increase I the
wealth of shareholder since it can help the firm expand and
develop intangibles which the firm could capitalize on to
become a source of their competitive advantage.
• Conscious consideration of the interest of other stakeholders -
8. What Good Governance Promotes
• Transparency – the aim includes maintaining stakeholder’s
confidence. Failure in transparency issues could lead to many
things like discouraging investors and other uncomfortable
scenarios for the company. Lack of dedication to corporate
governance policies especially linked to transparency will
make stakeholders think that the leadership is not at its
highest level of truthfulness.
• Accountability – refers to the recognition and assumption of
responsibility for the decisions, policies, actions, governance,
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administration and implementation of programs of the

corporation. This means that the corporation must (1) Set
policy based on a comprehensive and balanced
understanding and response to stakeholders‘ issues and
concerns, (2) Set goals and standards and (3) disclose
credible information about strategy, goals, standards and
performance.
• Prudence – means caution, care and good judgment, as well
as wisdom in looking ahead. Should take caution on good
planning and management of resources and finances of the
organization.
9. Benefits Of Good Governance
• Reduced Vulnerability – adapting good governance leads to
an improved system of internal control.
• Marketability – embracing good governance can also play a
role of enhancing the corporate value of the companies.
Make it more attractive in open market that will make more
alliances when needed.
• Credibility – companies with good governance will not need
to sell themselves to investors. When a company is credible,
investor’s trust comes next.
• Valuation – 84% of global investors are willing to pay a
higher price or a premium for shares of a well-governed
company.
Increases the n0n-financial value of the enterprise.
10. Agency Problem In Corporations
• In big companies, we always have the separation of owners
and managers. Separation of stockholders and
management have advantages. But, it brings problems, if
the managers’ and owners’ objectives are not the same and
whether management really acts in the best interest of its
owners.
• Agency Relationship and Costs – refers to the costs of the
conflict on interest between stockholders and management.
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Agency costs are occurred when (1) managers do not

attempt to maximize firm value and (2) shareholders incur
costs to monitor the managers and influence their actions.
(purchase of luxurious and unneeded cars or jets. Or paying
outside auditors to asses the accuracy of financial
statement.
)
• Goals of Financial Management – the goal is to make
money or add value for the owners. Managers would tend to
maximize the amount of resources over which they have
control or more generally corporate power or wealth. The
financial goal could lead to overemphasis to protect
manager’s job security. Management may dislike
interference in the conduct of the financial goal.
• Do managers act in the stockholders’ interest – Act in the
best interest of stockholders depends on two factors (1) how
closely are management goals aligned with stockholders
goals? (2) can management be replaced if they do not
pursue stockholder’s goals?
• Managerial Compensation– management usually have
significant economic incentive to increase share value. (Eg.
Managers are given options to buy stock to motivate
employees). Managers with better performance in the firm
will tend to be promoted. Those who are successful in
pursuing stockholder goals can reap enormous rewards.
• Control of the firm – control ultimately rests with
stockholders. They elect BOD who in turn hire or fire
management. Mechanism used to remove management is
through “proxy fight”.
• Stakeholders – can also attempt to exert control over the
firm, perhaps to the detriment of the owners.
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11. Whatis a Regulation? - is an official rule or law that says how something
should be done. Action imposing sanctions or penalties to the extent
permitted by law.
Self-Help: You can also refer to the sources below to help you further
understand the lesson:
*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good Governance

& Social Responsibility. Manila. DomDane Pub.
Let’s Check
Assignment Exercise 1.Now that you know the most essential terms in the
study of Introduction of Corporation and Governance. Let us try to check your
understanding of these terms. In the space provided, write the term/s being
asked in the following statements:
1. This attribute of corporation sates that, despite of incapacity, death, or

insolvency of any stockholder member, the corporation continues to exists.
________________
2. Who has the authority to implement the rules and regulations determined by
the board of directors in line with the operation of the business
___________________.
3. Among the stakeholders, this one invests capital for the corporation
________________.
4. It is the ingenious way of acquiring profit without individual responsibility
according to Ambroce Bierce.
5. He said that the corporation’s social responsibility is to increase its profit
______________
6. Refers to the artificial or natural persons who are considered as the owners
of the corporation ___________________
7. Under the corporation code, they are the collegial body who exercises the
corporate powers _________________________.
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8. This refers to the system in management where the creditors, stakeholders

and other shareholders of a corporation make sure that the management
increases the value of the corporation _______________.
9. This refers to the responsibility of the corporation that all information be
opened and made known to all stakeholders _________________.
10. This means the assumption or recognition of responsibility for action,
policies, decision, governance, the administration and implementation of
plans and programs ____________.
Let’s Analyze
Research Activity 1.Getting acquainted with the essential terms in the

introduction of Corporation and Corporate Governance, I will require you to
conduct your own research. Discuss your answer in the blank spaces provided.
This activity will be rated based on the following rubrics:
CATEGO 4 3 2 1
RY
Informati
on clearly
Informatio
relates
n clearly
to the
relates Informati
main Information clearly
Qualit to the topic. on has
topic. It relates to the main topic. It
y of No little or
include provides 1-2 supporting
inform s details nothing to
details and/or
ation several and/or do with the
examples examples
supporting topic.
details are
and/or given.
examples
Informatio
n is
very
organize Information Informatio
d with is organized
n is not
well- Information is organized with well- but,
Organiz construct organized
constructed paragraphs
ation ed are not and not
paragraphs only
both wellconstr wellconstr
paragrap ucted ucted
hs and
subhea
dings
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All
All sources are Some
sources All sources are accurately sources are
documente not
are accurately
d accurately
Sources accurately documented
but many document
document but few are in
are ed or not
ed in APA APA format
not in at all
format
APA
format
Research
is applied
and is
loosely
applied
throughou
Thorough t written
and report/
legitimat sources
may be Little
e
limited or research
scholarl
questionable is
y
applied
Researc research is
/sources
h clear and
legitimate may be
is
applied scholarly limited or
throughout research is questiona
clear and is ble
the
applied
written
throughout
report the written
report
No Almost no grammatical, spelling A Many

grammati or few grammatic
cal, punctuation errors grammat al, spelling
spelling or ical, or
Grammar
punctuati spelling punctuati
on or on
errors punctuatio errors
n errors
1. Look for the World Council for Corporate Governance and elaborate what
happened on the 2005 London declaration.
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2. What are the mission, vision and objectives of World Council for Corporate
Governance?
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_______________________________________________________________
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Reference:
In a Nutshell
Based from the definition of the most essential terms in the study of
human resource management exercises that you have done, please feel free to
write your arguments or lessons learned below. I have indicated my arguments
or lessons learned.
1. A corporation is a separate entity from its incorporators.

2. The management and board of directors in the corporation plays
different roles.
Your Turn
1.
2.
Q and A List
In this section, you may list down all emerging questions or issues to help you in your
review of concepts and essential knowledge. Answers will be specifically tackled in the
scheduled video conferencing.
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Do you have questions or clarifications?
Questions/Issues Answe
r
1.
2.
3.
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4.
5.
KEYWORD INDEX
Management Corporate Social Good Governance Corporation
Responsibility
Big Picture in Focus: ULOb. Describe the Organizations and its Political, Structural
and Economic Environment
Metalanguage
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In this section, the most essential terms relevant to the study of Good
Governance and to demonstrate ULOawas operationally defined and
discussed in the essential knowledge to establish a standard frame of
reference as to how the texts work in your chosen field or career. You will
encounter these terms as we go through the study of compensation
administration. Specific discussion per topic shall be provided in the later part
to help you understand more about the scope in studying this course.
Please proceed immediately to the “Essential Knowledge” part since the first
lesson is also definition of essential terms.
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for the first
three (3) weeks of the course, you need to fully understand the following
essential knowledge that will be laid down in the succeeding pages. Please
note that you are not limited to exclusively refer to these resources. Thus, you
are expected to utilize other books, research articles and other resources that
are available in the university’s library e.g. ebrary, search.proquest.cometc.
1. Organizational Theory - Learning the organizational theory is useful to the people

who manages the organization, or even those who are just working for a company. It
enables leaders to understand what and why certain things happens and sees the
organization as a whole. Since organizations are large and naturally, complex with
inter-related areas that are linked and coordinated. Drucker suggests three criteria for
effective organizations:
i. They must be organized for business performance

ii. Their structure should contain the least number of management
levels
iii. Organizational structure should facilitate training and testing of
future organizational leaders
1. Organizational Structure – means that the link and pattern of relationship among
positions in the organizations and among its members. This would make sure of the
division of work and chain of command in the organization. The structure would also
create coordination of work for the achievement of organizational objectives. The
purpose of the organizational structure are as follows:
i. Gives clear accountability for work taken by a group or individual
ii. Coordination of different functions or departments
iii. Effectiveness of organizational performance
iv. To be able to monitor actions taken by the organization
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v. Respond with flexibility on changing environmental factors vi.

Social satisfaction of members
2. Types of Organizational Structure
i. Functional – finance, personnel and contracting are examples of
this type of structure that is grouped according to major functions in
the organization. The advantage of this structure is, it increases
coordination of groups of employees basing on their technical skills.
Disadvantage is it promotes sectional interests and conflict. ii.
Product/service – a structure that is grouped according to service or
product provided example, a hospital into pediatrics, surgical or
orthopedic. Advantage of this kind of structure is it increases
adaptability to service that requires technical knowledge.
However, it might encourage conflict.
iii. Geographical – Basing on areas, regions or district authorities
kind of structure. Example of which are Davao Region, Tagum
Campus. Advantages of this structure is that, it is more
responsive to locality issues and cultural laws. Disadvantage is it
can lead to conflicts by localities.
iv. Divisional – organizational structure that is based on services
and/or functionality and/or geography. Examples are planning
department at main office. This kind of structure promotes
strategic control and suited for companies with international
locations.
v. Matrix – Organizational structure created based on the projects
and functions. This is a more complex kind of structure that
combines vertical and lateral functions. This also emphasizes
that all projects to be made are equally important however, there
is potential conflict between functional leader and project leaders
in relation to managing of resources.
3. Levels of Organization – there are three levels of organization classified as:
i. Technical Level – this level is more focused on defined,
specific
tasks
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ii. Managerial Level – concerned with the integration of work and

coordination at the technical level.
iii. Community Level – focused on institutional decision making
that includes broad objectives and work of the organization as
a whole.
4. Areas of Government Regulation of Business relevant to the existence of Business
• The State will take charge of Economic Activity
• Imposition of Legal and Administrative Barriers
5. Areas of Government Regulation of Business relevant to the conduct of Business

• Advertising – the government is monitoring advertising of companies to
protect consumer’s right to honest and credible products. This includes the
packaging and labeling requirements.
• Employment and Labor – Employees of any companies must be protected in
terms of benefits, wages, working conditions and occupational safety
compliance.
• Environmental – As part of good governance, businesses must adhere to
laws protecting and securing our environment. The DENR is the government
agency who sees to it that companies are compliant to environmental laws.
• Privacy – Data privacy act ensure proper collection and consented usage of
the data of any employee or companies. There are various personal
information that needs to be safe-kept by the companies like personal history,
bank accounts or address.
• Safety and Health – When employees are at the workplace, the companies
must ensure safety among its employees and meet specific working
standards. In accordance to the law, workplaces must be sanitary, hazard
free for employees.
6. Contemporary Social Issues – all corporations has to deal with problems and issues
from time to time whether related to the operation or not. Below are some of the
contemporary issues that corporation’s major concerns:
• Environmental Issues – There are a lot of pressure groups
checking on corporation’s actions that could affect nature and
contributes to the current environmental problems. Examples
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are irresponsible mining, deforestation and irresponsible disposal

of wastes.
• Global Issues – globalization is one current issue a corporation
is facing. We are bound to increase and compete in a global
market due to globalization. Some critics note that
globalization could lead to exploitation of a country’s workers
and abuse in human rights may arise.
• Technological Issues – Advancement of the technology is
continuous and will not stop soon. Companies have to adapt
and use technology on its operations or else they would not be
able to cope with the competition. However, technology must
be used responsibly since it can open an avenue for abuse
especially for the security of confidential information. 7.
Ethical behavior in the Enterprise – corporation must also look
into its ethics and how they are meeting the stakeholder’s
demands to enhance its chance for success. Listed below are
some criteria for an ethical business practice:
• Character – is about our actions when no one is looking.

Character is viewed as our way of living, thinking and acting on
good acts.
• Ethics – set of acceptable right conduct in the face of society.
• Integrity – Refers to organization’s ability to be sincere and
honest. When organization has integrity that would mean that
they can be trusted.
• Laws – Our laws are created to have peace and order in our
community. These are series of rules and regulations that
organizations must adhere into. When they violate any law,
that would conclude the organization is not ethical.
• Morals - set of rules that the society’s judgment is based.
Morals are more universal, examples are the forbidding of
homicide.
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• Values – these are customs, acts and institutions that a group

of people regard in a favorable way.
8. Role of Government in Business – Some says that the parameters set by the
government obstruct companies to perform into its full capability. Example is the view
of critics with regards to free market. Others say that the ‘free market’ is not free at all
and has so many regulations. It is a continued debate and somehow it is focused on
the roles of the government perform. The companies enjoys its freedom in the
economy but still under supervision of the government.
• Consumer Protection - the government and its agencies
protects consumer from products that are harmful and penalize
violators. Vendors should be recognized and guarantee
products that adhere to standards. Many food for example has
no display of nutritional content on the packaging that is a
clear violation of consumer’s right.
• Contract enforcement – when organizations decided to make a
deal with certain stakeholders, the government make sure it is
met and cleared. The legal system enforcement of the
government is one way to guarantee enforcement of such
contracts.
• Employee protection – to guarantee regular employment,
minimum wages and prohibition of sexual harassment among
employees are examples of government role in the
businesses.
• Environmental Protection – the government regulates industry
and hereby protects the public and the environment.
• Investor Protection – as part of the company’s responsibilities
is to be transparent on the financial situation and the truth on
where the investments went. The government mandates
companies through yearly submission of reports to Securities
and Exchange Commission.
• Permission – Businesses should be recognized by the
government and all its actions to be legitimate. They should be
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registered and operate based on the approved licenses and

permits.
• Taxation – all kinds of businesses and its income are taxed as
part of the government budgets. Taxes also help companies
since they also uses public facilities like roads and bridges.
9. Income and Wealth Distribution - this is defined as how a nation’s total economy is
dispersed among its population. It is a vital issue economists and business owners
considers in creating a corporation. Distribution of wealth is a comparison of the wealth
of various members or groups in a society.
31
distribution of wealth among the country’s population that includes:
• Culture and Religion – cultural differences between races,
educational achievement gap and racism e attributed
ar causes.
In many countries, wealth
-acquiring
Humanbehavior
Resourceare discouragedProgram
Management
Contact:
and certain ethnics minorities +639
like the 95587040/+639107045559
natives are more likely
poorer than others.
Development – some theorists claim that level of economic

inequality is also results from stages of development. A
country with more capital having more wealthy income is due
to its development. Development also favors those who have
accessibility to capital because they are most prepared and
eventually increases the situation to their advantage.
• Diversity of Choices – individuals in a certain society is
influenced by its community on risk absorption capabilities.
Some individuals has an option between working harder and to
earn more money or enjoying leisure time. Equally capable
individuals with identical earning potential mostly have different
choices. This would lead to economic inequality.
• Education – Those who are unable to afford proper education

usually receives lower wages compared to those with
education. Economists says that many countries are
experiencing inequality in wealth distribution is because of the
highly increasing demand on skilled workers in high tech
industries.
• Globalization – refer to progression by which the worlds are
unified into a single society and function. It is said to support
productivity of countries and cash flow into developing
countries.
• Inflation – inflation contributes to inequality in wealth
distribution in a sense that inflation of money supply is a
coercive measure who favors those individual who already
have earning capacity. Disfavoring those with fixed income
thus aggravating inequality.
• Labor Market – differences in supply and demand for different
types of work causes inequality and also due to modern
market economies’ determination of wages. Ideally, workers’
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wages will not be controlled by the labor or employer but rather

dictated by the market, which is not the case. The demand of
labor cannot afford to provide price below what the market is
offering and might endanger quality of workforce.
• Wealth Condensation – based on theories, new wealth is
acquired by individuals who are already wealthy. Those who
have the means to invest can easily create wealth and in long
term can contribute to inequality in the society.
Self-Help: You can also refer to the sources below to help you
further understand the lesson:
*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good Governance

& Social Responsibility. Manila. DomDane Pub.
Let’s Check
Assignment Exercise 1.Nowthatyouknowthefunctions and responsibilities of
Human Resource Management, let us try to check your understanding of these
terms. In the space provided, separate if it is a function, skill or
responsibility.
1 – 5 Foundation from which ethical business can be built
6-10 Causes of Economic Inequality
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11-13 issues in Corporate Governance
14-15 Involvement of government that highlights its function on regulation and protection of
the public
34
DEPARTMENT OFBUSINESS ADMINISTRATION EDUC ATION
Contact:+63995587040/+639107045559
Let’s Analyze
Research Activity 1.True or False.
1. The primary source of managerial ‘cluelessness’ are personality disorder

and IQ.
2. The explosive technological and social changes of recent years have
simplified lives and our understanding of the world.
3. Modern organizations rely too much on an artistic approach to
management and little on an engineering approach.
4. Customers are so used to misleading advertising that is does not infuriate
them.
5. Sponsors of advertisements aimed that children must be especially careful
to avoid misleading messages.
6. An individual’s moral values and central, value-related attitude clearly
influence one’s business behavior.
7. A personnel manager of a large company would agree that the ethical
company can easily attract good people.
8. Customers can’t find out which firms are acting responsibly and who do
not.
9. Awareness of businesses’ social responsibilities has increased along with

government involvement.
10. In support of their position, proponents of socioeconomic model argue that
businesses should be allowed to ignore social issues.
In a Nutshell
Based from the definition of the most essential terms in the study of human resource
management exercises that you have done, please feel free to write your arguments or lessons
learned below. I have indicated my arguments or lessons learned
1. Another contemporary issue we face nowadays is the emergence of
COVID-19 virus that affects the economy greatly which can be classified
as a global issue already.
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2. When recognized by the government, the corporations has freedom on

its operations but still under the authority of the government to protect
stakeholder’s right.
Your Turn
1.
2.
Q and A List
Questions/Issues Answer
1.
2.
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KEYWORD INDEX
3. Organizational Organizational Government Ethics
Theory Structure Regulation
4.
Big Picture B
expected to
5.
a. Identify the Internal and External Institutions and the Influences of
Corporate Governance
b. Recognize the different models of Corporate Governance
Big Picture in Focus: ULOa. Identify the Internal and External Institutions and
the
Influences of Corporate Governance
Metalanguage

curriculum and to demonstrate ULOawas operationally defined and
discussed in the essential knowledge to establish a standard frame of
reference as to how the texts work in your chosen field or career. You will
encounter these terms as we go through the study of compensation

Essential Knowledge

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pages. Please note that you are not limited to exclusively refer to the
these resources. Thus, you are expected to utilize other books, research
e.g.
1. Corporate Governance in the Philippines
• Corporate Governance is established to make managements
more accountable on their actions and to make their auditors
more precise in auditing financial aspect of the company.
Moreover, it requires a legal framework that should be
enforced fairly. The government agencies specifically the
Securities and Exchange Commission released a circular
entitled Code of Corporate Governance with resolution No.
135 dated April 4, 2002 that aims to support corporate
governance improvement that will raise stakeholders
confidence, enhance the capital market and aid attain high
sustainable growth among all industries. The released code
prescribed the Board of Directors to be mainly responsible
for the governance of the corporation and establish the
vision, mission, strategic objectives, policies and procedure
that guide and direct the company’s activities.
2. Internal Foundation of Corporate Governance – the following are
the group of people responsible for the adherence of the
corporation to good governance:
• Board of Directors – they are appointed and voted group of
people from the shareholders who will hand in hand oversee
the operational and managerial facet of the corporation.
i. Authority, Responsibility and Purpose of BOD –
protect resources and the company entrusted to
them by all shareholders and make sure that the
shareholders will later on receive the return of
their investments every year. They are the top
governing authority within the corporation. It is
their duty to select the management team who
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act the day to day operations, evaluate the

performance and approve plans, financial
reports and so on.
ii. Structure and makeup of BOD – they are made
up of men and women who are elected by the
shareholders. Oftentimes, the BOD have a
vested interest at the company or works as part
of the management team. Some BOD members
are external individuals who are known for their
expertise for the industry.
iii. Committees on the Board of Directors – most
corporation has two committees: audit and
compensation committee. Audit committee
checks the statements and reports related to
financial aspect while compensation committee
decides for the stock options, base
compensation and incentive bonuses of
management team including CFO and CEO.
iv. Ownership Structure and Its Impact on the
Board of Directors – it is difficult for the BOD to
act when there is an existing one large
shareholder. That person has a big impact on
every BODs decisions. He can appeal and
sometimes, able to control the corporation.
However, if there is no controlling shareholder,
the BODs can protect the corporation at all
times.
• Chief Executive Officer – The CEO is a member of the
management who are separate from the BODs. The
management team are selected by the BODs and the CEO is
one of them. As a CEO, he or she is accountable for acting
on the strategic plans and policies established by the BOD
and present reports and performance to the board. A CEO
must have the capabilities to balance all internal and external
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innovation to bring together a sustainable organization.

Moreover, a CEO has the responsibilities of:
i. Support the board by giving them data about the
current status of the operations and advices to
ensure productivity.
ii. Carry out the programs, product and services
iii. Look into the risk, financial and tax management
iv. Manages the human resources and makes
sure they perform to the best of their abilities
v. Become a public image for the corporation and create
positive image to the stakeholders
• Chief Financial Officer – A chief financial officer is not just a
mere accountant of financial genius. A CFO is beyond
financial reports and spending the organizational resources
but, has the following critical responsibilities:
i. Implement internal control that will give
supervision against any non-conformity to the
policies.
ii. Handles and supervises major impact projects
iii. Build relationship and connection among
financing sources like banks and other financial
institutions
iv. provide the management team with financial
advices
v. Drives major strategic issues like acquisition
strategy or seeking investments
vi. Foresee any financial risks for the corporation
vii. Works hand in hand with the BOD, CEO, audit
committee and internal/external auditors. viii. An
objective arbitrator who should be trusted
adviser in relation with financial compliance
• Shareholders – are the individuals who were given the rights
and responsibilities as owners of share of the corporation.
Shareholders have the right to gain income from the
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company’s income called ‘dividend’. They also have the right

to transfer and sell their shares without consent from other
shareholders. And most importantly, they have the right to
vote for the Board of Directors who will represent them. The
rights of a shareholder also includes:
i. Ensure that to obligation to provide information
to shareholders does not detract from the
company’s ability to compete in its marketplace.
ii. Make sure that their right to attempt to influence
the company does not translate into behavior
that will paralyze and detrimental to the
company.
3. External Environment of Corporate Governance
• Auditors – they are external institutions separate from the
corporation who keeps the public records precise,
compelling to standards and taxes paid on time. They
also analyze the data of the corporation for the entities
such as investors, clients, other companies and most
importantly for the government.
• Legal environment – the corporation is also concerned
with the legal aspects and must know the laws of the
home country, the laws of the foreign markets (if they
also operate internationally) and to the International law.
• Markets – There are three central points in market
namely – the firm’s product market, capital market and
the managerial labor market. Each corporation must
know these markets to thrive, grow, diversify, retain in the
competition or expand.
• Other external factors

i. Political Environment – the politics in your area
also affects both internal and external status of
the corporation. Different leaders has different
views and expect changes.
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ii. Technological Environment – To move forward,

the corporation must adapt to latest trends in
technology.
iii. Social Environment – the general behavior of the
community you are in affects the long-term
existence of your corporation.
4. Shareholders’ imposable limitations
• Through classes of stocks - the corporation has various types
of shares with varying rights and conditions also.
i. Ordinary shares – these are shares with highest
gains and highest risk also. These shares are
known to obtain no special rights or limits.
ii. Preference shares - these shares has fixed
dividends and that would mean that the
shareholder will not enjoy any increase in
income. When the corporation decided to file for
bankruptcy, they are most likely to be repaid the
nominal value only.
iii. Cumulative preference shares – from the word
itself, ‘cumulative’, these shares has the rights of
not be paid for one year and to be carried to
succeeding years.
iv. Redeemable shares – this is the only share that
has an agreement of being able to be brought
again by the company on specific dates.
• Supermajority – refers to the percentage of ownership
that is way above the simple majority. Example, one half
or one share of the total share outstanding.
Supermajority might be needed to ensure the
corporation’s independent survival.
• Shareholder Voting Agreement – this is a legal contract

among shareholders that involves the voting shares.
These agreement covers how members of the BOD be
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selected and occasionally covers major corporate events

such as mergers and acquisition. Violators will be sued or
voting rights be disqualified.
• Shareholder-Management Agreements – every
corporation has their own articles of incorporation that
protects shareholders with their rights on their
investments. The main features of a shareholders’
agreement are as follows:
i. Board appointment rights – shareholders has
the right for representation on the company’s
board of directors. Minority shareholder may
look for on board to kept them updated will all
matters discussed during meetings.
ii. Veto rights – is the right of shareholders to
overturn decisions. This is a document with the
list of things the board cannot decide without
the consent of the shareholders.
iii. Adoption and amendment of business plans
and budgets – this certain agreement may give
a right to the individual shareholders or their
appointed directors of a process for adopting
and amending business plans and budgets to
make sure they are properly represented in the
process.
iv. Scope of business – written in the articles of
incorporation, this right of the shareholders
provide them the ability to change the nature of
the business or initiate amendment attempts.
v. Intellectual property rights – when a shareholder
contributes to a creation of any innovation,
shareholders has the right for trademark,
patent, copyrights to give them ownership rights
and license.
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vi. Right to information – they are allowed to have

copy of reports, financial accounts, cashflows
and so on to be able to closely monitor the
status of the corporation.
vii. Warranties from the management team – these
are series of statements about the company
that is expected by the shareholders to be
accurate and true.
viii. Strategic investor rights – the shareholder
agreement may give them rights to negotiate
terms covering secondary commercial
agreements like giving a shareholder first right
of refusal on business contracts. The company
must also be transparent and shareholders
must be informed in any possible investments of
the company.
ix. Restriction on transfer of shares – shareholders
must be keen on making sure that the
management team also holds on their shares.
Some agreements allow management team to
transfer shares.
x. Restrictive covenants – the management team
as hired employees are not allowed to negotiate
and solicit to customers and employees. As part
of their employment contracts, covenants that
will be beneficial for the shareholders must
come first and the management team must be
comfortable with it.
xi. Exit provisions – to protect shareholder’s right,
there are provisions written in charter of
incorporation to encourage or facilitate
shareholder’s realization of investments. This is
important to shareholders who are cannot control
exit provisions. No institutional investor should
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invest a great amount in any company without

protecting himself with contractual rights written
in shareholder’s agreement.
5. Behavioral Management Theory – this also called the ‘human
relations’ theory because it answers the questions on human
dimension of work and better understanding on human behavior at
work. Especially topics related to motivation, group dynamics,
conflict and productivity.
• Elton Mayo – together with this team who conducted their
research at Hawthorne Works of the Western Electric
Company in Chicago, year 1924, they were able to apply
classical management theories and came as part of the
Hawthorne studies. They discovered that employee’s
productivity is affected by the lighting levels, until certain
point that they were not able to see what they are doing
that declines their performance. However, other
researchers from Harvard contradicted the Hawthorne
theory since they believed that employee’s productivity is
not based on lighting but on supervisory arrangement.
Employees displayed increased productivity because
they are being observed which is called, “Hawthorne
Effect”. In conclusion, Hawthorne studies contributed to
the human relations aspect of management. This
principle in human motivation helped change theories
and certain practices in management.
• Abraham Maslow- As discussed on the previous
chapters, Abraham Maslow developed the need theory
that focuses on motivation based on the human needs.
His theories are under these assumptions:
i. Human needs are and will never be
completely satisfied.
ii. Human behavior is purposeful and is
motivated by satisfaction of his needs.
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• Human needs are broken down into hierarchy into five

specific areas:
i. Physiological Needs – these needs are
necessary need people must have to be
able to survive like clothing, food and
drink.
ii. Safety needs – basic security, protection,
freedom from fear, security of tenure. iii.
Belonging and love needs – after the
need for safety is satisfied, the need for
belongingness and love emerges. As an
individual, we seek for a meaningful
relationship to another individual or group
of people.
iv. Esteem Needs - This need includes
development of self-confidence and the
need for achievement, fame, glory and
reputation.
v. Self-actualization – Assuming that all the
previous needs in the hierarchy are
satisfied, an individual feel a need to find
his main purpose of existence.
• Douglas McGregor – McGregor was influenced by the
Hawthorne studies and Maslow. He started to believe
that there are two kinds of managers that exist in every
organization. He believed that these kinds of managers
can create self-fulfilling prophecies, that through their
actions, these managers can create situations where
their subordinates act in ways that confirm the manager’s
original perception.
i. Theory X – this manager has a negative
perception on employees. He believed that
employees are naturally lazy,
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untrustworthy and incapable of handling

responsibilities.
ii. Theory Y – Meanwhile, this manager
believes that employees are trustworthy,
has high motivation and can perform
assigned tasks and responsibilities.
• Frederick Herzberg- written the book entitled ‘The
Motivation to Work’ published on 1959. Herzberg said
that motivation is divided into two factors, which is also
called the factor theory. His research aims to determine
work situations where the subjects are highly motivated
and satisfied rather than where the opposite was true and
Factors (leading to
dissatisfaction) – company policy,
relationship to the boss, work conditions,
supervisions, salary and relationship with
peers.
ii. Motivators (leading to satisfaction)–
recognition, the work itself, achievement,
responsibility, growth and advancement.
*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N.,&Ballada, W. (2015). Good

Governance & Social Responsibility. Manila. DomDane Pub.
his research was later paired with many studies with
boarder sampling as participants. Herzberg splits the
factors of motivation as follows:
i. Hygiene
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Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Internal and External
Institutions and the Influences of Corporate Governance, let us try to check your
understanding on the various objectives of the induction process. Write your answer on
the space provided.
1. The body of elected or appointed shareholders who jointly oversee the

activities and the overall managerial operational aspects of the corporation
_______________.
2. Usually the singular organizational position that is principally accountable in

carrying out strategic policies and procedure as established by the board of
directors. _______________.
3. Collective term of a group of people considered owners of the corporation
___________.
4. This is one of the items under external environment of governance that is
considered as the most feared disciplinarian by companies. ______________.
5. One of the most important institutions of governance which job help ensures
that firms run efficiently by keeping public records accurate, adhering to
standards of reporting it to public. __________________.
6. The term given to a majority that is way beyond ordinary majority.
____________.
7. Theorists who said that there are two factors that motivates employees at
work namely as hygiene and motivators. _______________.
8. This kind of stock has an agreement that companies can purchase them back
________________.
9. This refers to the right to overturn the decisions reached by the board of
directors. __________________.
10. A function of CFO which covers administration of cash flows and overhead
expenses _________________________.
Let’s Analyze
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introduction of Human Resource Management, I will not require you to conduct
your own research. Discuss your answer in the blank spaces provided. This
activity will be rated based on the following rubrics:
CATEGO 4 3 2 1
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on clearly
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main Information clearly
Qualit to the topic. on has
topic. It relates to the main topic. It
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include provides 1-2 supporting
inform details nothing to
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several examples examples topic.
supporting
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well- Information is organized with well- but,
Organiz construct organized
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both wellconstr wellconstr
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All sources are All
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1. Research for the profile of the Board of Directors of the University of Mindanao.
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In a Nutshell
Based from the definition of the most essential terms in the study of human
resource management exercises that you have done, please feel free to write your
arguments or lessons learned below. I have indicated my arguments or lessons
learned.
1. The board of directors are selected individual from the shareholders
while the management team (CFO, CEO) are hired by the BODs to carry
out their plans and operation of the corporation.
2. Various theories related to behavioral management changes the
perception of leaders as to motivation and productivity of employees.
1.
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Your Turn
1.
2.
Q and A List
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2.
3.
KEYWORD INDEX
4. Behavioral Shareholder Board of Director Corporation
Management
5.
Big Picture in Focus: ULOb. Recognize the different models of Corporate Governance
Metalanguage
In this section, the essential terms relevant to the study of compensation

administration and to demonstrate ULOb was operationally defined and discussed in
the essential knowledge to establish a standard frame of reference as to how the
texts work in your chosen field or career. You will encounter these terms as we go
through the study of compensation administration. Specific discussion per topic shall
be provided in the later part to help you understand more about the scope in
studying this course.
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for the first
three weeks of the course, you need to fully understand the following essential
knowledge that will be laid down in the succeeding pages. Please note that you are
not limited to refer to these resources exclusively. Thus, you are expected to utilize
other books, research articles, and other resources that are available in the
university’s library, e.g., ebrary, search.proquest.com, etc.
1. THREE MODELS OF CORPORATE GOVERNANCE FROM

DEVELOPED CAPITAL MARKETS
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• Corporate governance structure differs from one company

to another, many custom-based or law-based structures
affects corporations in a similar way. It is possible to label
a ‘model’ of corporate governance for a given country
that has certain characteristics which differs the structure
in other countries. There are three models in corporate
governance, as per record and which will be discussed
on by one.
2. ANGLO-US MODEL – it is characterized by share ownership of
individual and institutional investors not affiliated with the corporation
known as ‘outside’ shareholders. This model has a well-developed
legal framework defining the rights and responsibilities of key players
and a process for interaction between shareholders and the
corporation itself. Equity financing is the very common way of getting
investments in UK and US that makes them the largest capital
market.
The US is also known for being the home of world’s most developed
system for proxy voting and shareholder activism. The Anglo-US
model is used in US, New Zealand, UK, Australia, Canada and
several other countries.
• Key players – is known as the corporate governance

triangle with three key players – Management,
Shareholders and Board of Directors. Developed in the
context of the free market, there is a separation of
ownership and control in most publicly-held corporations.
Investors contributes to capital and remain the ownership
in the ownership while avoiding legal liability for acts of the
corporation by giving the management the operations.
This separation of ownership and control is called ‘agency
costs’.
• Share ownership pattern – institutional investors held
approximately 61% of shares in and individuals held 21%
approximately during year 1990 in UK. While in US,
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53.3% is held by institutional investors that resulted to

increase in their influence among decision making.
• Composition of Board of Directors – In Anglo-US model,
the board of directors compromises two groups called
‘insiders’ and ‘outsiders’. The insiders are those who are
employed as executive, manager or an employee and
contribute to corporate management. Meanwhile, the
outsiders are the board of directors with no direct
relationship with the corporation. In Anglo-US, it is
common that the CEO is also the chairman of the BOD
which could lead to various abuses. This leads to
increase in number of outsiders.
• Regulatory framework – there are various laws and
regulations that protects the relationship between
management, shareholders and board of directors. They
have the most strict and comprehensive laws regarding
transparency and disclosure requirements to ensure that
shareholders are well-informed. Although it is vast, some
claim that self-regulations are inadequate and the
government agencies like US Securities and Exchange
Commission must be more effective.
• Disclosure requirements – US corporations are required
by law to be transparent on wide scope of information.
The following are example of which that is known as the
‘proxy statements’:
i. Quarterly reports of financial data
ii. Breakdown of corporation’s capital structure iii.
Background information of nominees for BOD iv.
Compensation of named executive officers
v. List of names of shareholders with 5% or more

total capital share of the corporation
vi. Vital information if there is a proposed merging
and restructuring
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vii. Proposed amendments on articles

of incorporation
viii. Names of individuals/companies who serves
as auditors
• Corporate actions requ iring shareholders approval –

Anglo-US model permits proposals sent by shareholders
to be included on agenda during AGM and should relate to
corporation’s business operations. Shareholders with
atleast 10% of shares can also held their own
extraordinary general meeting (EGM). The SEC regulates
the communication among shareholders. Under Anglo
-US
model also, the two routine corporate actions requiring
shareholder approval are as follows:
i. Elections of directors
ii. Appointment of auditors
Non-routine corporate actions that also requires
shareholder approval:
i. Establishment or amendment of stock option
plans
ii. Mergers and takeovers
iii. Restructuring
iv.
Amendment of the articles of incorporation
• Interaction among players – As mentioned above, the
Anglo-US model has comprehensive, well-regulated
system for communication. A shareholder has the right to
vote without attending the AGM in person and receives
emails and reports of the proxy statements. They can
also vote by proxy. In the Anglo-US model, the investors
and financial specialists monitors the corporation’s
performance:
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i. Specialized investments funds

ii. Venture-capital funds
iii. Rating agencies
iv. Auditors
v. Funds that targets investment in
bankrupt corporations
1. JAPANESE MODEL – differs from other models since they focus

their connection and stock ownerships with affiliated banks and
companies. They build long-term, strong links between corporations
and banks.
• Key players – many-sided in nature, the Japanese model
focuses on bank and financial/industrial network or more
known as ‘keiretsu’. Although the main banking system
is separate from the keiretsu from the Japanese model.
Banks serves as the provider of loans of corporate
clients, provider of services related to bonds, settlement
of accounts, equity issues and other consulting services.
They are also a major shareholder in the corporation.
Japanese model also have connections between
affiliated companies characterized by crossholdings of
debt and equity, informal business contracts and trading
of goods and services. The key players are:
i. Main Bank
ii. Affiliated company
iii. Management
iv. Government
• Share ownership pattern – In 1990, the Japanese
market share ownership is composed of 3% foreigners,
43% banks and insurance companies and 25%
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corporations. Since as mentioned above, banks are key

players in Japanese model.
Composition of Board of Directors – The board of
directors in the Japanese model comprises only of
insiders – executive managers or heads of departments.
However, if the profit falls over, the banks and keiretsu
members can appoint and remove directors. The
Japanese model also allows retiring officials of the
government to become a member of the BOD.
• Regulatory framework – Government ministries have
been traditionally extremely influential in imposing
regulations and policies however, their influenced
weakened due to the following reasons:
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i. Due to influence of numerous ministries like
ii. The increase in globalization of Japanese

corporation made them dependent on
their domestic market
iii. Growth of Japanese companies leads to
liberalization and an opening, though
small, to global standards.
• Disclosure requirements– The Japanese model are strict

and re quired corporation to disclose the following
important information:
i. Semi-annual basis report on financial
data
ii. Capital structure data of the corporation
iii. Background information of each nominee
vying for being the member of the board
of directors
Compensation of executives
Information if there is proposed merging
and restructuring
Names of proposed institution/individual
the Ministry of France and Ministry of
International Trade.
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iv.
v.
vi.
as auditors
Corporate actions requiring shareholders approval – In
the Japanese model, the following actions requires
shareholders approval:
i. Payment of dividends and allocation of
reserves
ii. Election of directors and appointment of
auditors
iii. Capital authorizations
iv. Amendment of articles of incorporation
v. Payment of retirement bonuses to
directors and auditors
vi. Increase of aggregate compensation
ceilings for directors and auditors
• Interaction among players – Japanese corporations prefer
that a majority of its shareholders be long-term,
preferably insiders.
2. GERMAN MODEL – The German model significantly differs from the

two models introduced on the previous discussion. Although it has a
similarity with Japanese model in a sense that, they give emphasis
on relationship among banks as member of the boards. In German
model, banks hold position as board of director even without financial
distress.
There are three things that distinguish German model to Japanese
and Anglo-US models:
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i. They prescribed two board of directors with

separate members. Management board who
comprises of insiders like executives of the
corporation and the Supervisory board who
comprises the employees and shareholders.
ii. It is set by law in German model, the numbers of the
members of the board of directors
iii. Voting right restrictions is legal that would limit
shareholders percentage of ownership of shares.
• Key players – The key players in the German
model are the banks and corporate
shareholders.
Share ownership pattern – During 1990, German banks
held 41% of share ownership, 27% are from institutional
owners, 3% are from institutional agents and 4% are
from individual owners.
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• Disclosure requirements – The German model is also stringent

in disclosure of wide information to protect shareholder’s right:
i. They require corporations to provide semi-annual
reports on corporate
financial status
Reports on capital structure
Information on each supervisory board
nominee, although limited to name,
hometown, occupation or aff
iliation
iv. Compensation of both management and
supervisory board
v. List of names of shareholders with 5% or
more shares
vi. Data on proposed merging and
restructuring
vii. Reports in case there is proposed
amendment of article of incorporation
viii. Names of individuals or companies who
are suggested as auditors
• Corporate actions requiring shareholders approval –

these are the following actions that requires the
shareholder’s approval:
i. Allocation of net income
ii. Ratification of acts of the management
ii.
iii.
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board for the previous year

iii. Ratification of acts of the supervisory
board for the previous year
iv. Election of supervisory board v.
Appointment of auditors
vi. Capital authorization
vii. Affiliation agreements of subsidiaries
viii. Amendment of articles of incorporation
ix. Increase of the aggregate compensation of
supervisory board
• Interaction among players – the German legal and
publicpolicy framework is designed to include the
interest of corporations, labor, banks and shareholders
in the corporate governance. The German model is
geared towards the interest of the key players.
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Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Reward
System in Organization, let us try to check your understanding on the various
objectives of the induction process. Write your answer on the space provided.
1 -4 Key players in the Japanese model that is

keynot
players of Anglo
-US
model
5-8 Key players of Japanese model
9-10 Provide the two boards prescribed by the German model
Let’s Analyze
Research Activity 1.True or False.Getting acquainted with the essential terms
in the corporate governance model, write T if the statement related to the model
is correct and F if false.
1. It is possible to outline a model of corporate governance for a given country.

2. The interest of shareholders and management always coincide.
3. Equity financing is important for Japanese corporations.
4. To date, researchers have identified three models of corporate governance in
developed capital markets.
5. Most German corporations have traditionally preferred bank financing over
equity financing.
6. In Japan, financial institutions and corporations firmly hold ownership of the
equity market.
7. UK and US boards are generally smaller than boards in Japan and Germany.
8. A synonym for insider is executive director; a synonym for outsider is a
executive director.
9. German banks, and to a lesser extent, corporate shareholders, are the key
players in the German corporate governance system.
10. Japanese corporations prefer that a minority of its shareholders be longterm,
preferably affiliated, parties.
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In a Nutshell
management exercises that you have done, please feel free to write your arguments or
lessons learned below. I have indicated my arguments or lessons learned
1. Governance in corporations can be distingui shed from – Anglo-US

model, Japanese Model and German model.
2. There are governance models that are established using the

cultural framework.
Your Turn
1.
2.
Q and A List
review of concepts and essential knowledge. Answers will be specifically tackled in
the scheduled video conferencing.
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1.
2.
3.
4.
5.
KEYWORD INDEX
Corporate Anglo -US Model Japanese Model German Model
Governance Model
Big Picture C
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expected to
a. Describe the agency problems and accountability of corporate

managers and shareholders
b. Discover basic concept of Corporate Social Responsibility
Big Picture in Focus: ULOa. Describe the agency problems and accountability of
corporate managers and shareholders
Metalanguage

curriculum and to demonstrate ULOawillbe operationally defined to
establish a common frame of refence as to how the texts work in your
chosen field or career. You will encounter these terms
aswegothroughthestudyofcurriculum.Pleaserefertothesedefinitionsincase
youwill encounter difficulty in the in understanding educationalconcepts.
Essential Knowledge
e.g. ebrary, search.proquest.cometc.
1. Agency problems in Corporate Governance – refers to the conflict
of interest inbuilt in the relationship between one partywho is
expected to act in another's best interests.
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In corporate governance, this agency problem usually refers to a

conflict of interest between a company's management and the
company's stockholders. Also, the agency theory suggests that
the corporation can be seen as a loosely defined contract
between resource provider and the resource controllers. The
existence of principals and agents come into light. Example of
this is the shareholders are the principal of the BOD, BOD on the
other hand are principal of executives, auditors and managers.
• Principal-Agent Specific Issues – the following are some
specific issues or problems that occurs between the principal
and its agents:
i. Diversification vs. Dividends - A conflict between the
use of cash flows that serves as the resources of
principal gathered after an investment. This type of
cash is preferred by the agents to become dividends
while the principals preferred it to be used for
product diversification.
ii. Managerial Opportunism – There will be
circumstances wherein the investments of the
shareholders will not be maximized due to unrelated
diversification of the principals.
iii. Power Supremacy vs. technical Expertise –
institutional investors just expects dividend in
exchange of their money invested in a specific
period of time. They do not fully understand how the
corporation works but, they just want to have
productive results of their investments. They rely on
the agents’ expertise and what is left to them is their
supreme power over the corporation.
iv. Trust – this is a common agency problem that they

face is trust. It is unavoidable that the principals will
have doubts to their agents who perform the day to
day operation of the corporation.
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• Identified Agency Problems

i. Adverse Selection – this principal-agent problem is
due to insufficiency of information that is normally
obtainable to the principal and its agents, which is
the core concept of adverse selection. Agents apply
for their position and interviewed by the principal to
be selected. However, in some cases, the
information provided by the agents are found to be
incorrect and the performance of the agent is not
what is expected of him. Insufficiency of information
may also be done by the principals though
misinterpretation of information. Example is if the
principal is interviewing for an auditor position, they
may affirm that high ethical standards are to be
maintained in reporting financial reports to the
shareholders. However, the agents will find out later
that what has been said is not really happening.
ii. Agency Cost – When the principals keep an eye on
things that are needed to be monitored are costs in
a principal-agent relationship. It is known that the
principal is delegating responsibility and power to
agents, a careful principal will conduct monitoring
activities to reassure that decisions are most
favorable from the point of view of the principal.
Monitoring activities like sending of reports,
conducting observation visits, hiring auditors are all
will costs incurred.
iii. Conflict of Interest – a potential conflict of interest
may occur since it is possible for the corporation’s
managers to have personal objectives different from
what the principals want. Since the principals hired
the agents and give them authority, potential conflict
of interest might exist.
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iv. Legal Requirements vs. Opportunistic Behavior – In

year 2002, the Sarbanes-Oxley Act was imposed to
protect the investors from the culture of
opportunism. Prior to the approval of the act,
numerous scandals regarding excessively paid
executives and managers
with some financial accounting scandals. This Act
makes sure that the executives or agents will
execute their responsibilities and protection to the
principal investors.
v. Self-Interested Behavior – Agents will seek to make
the most out of their own value at the expense of the
corporate shareholders. They have the capabilities
to operate on their own self-interest rather than the
best interest of the corporation. Issues like the
absence of clear reasons or evidences if the agents
are a fault of failures of the organization. This could
lead to eccentric behavior of BOD which if not
checked by the principals, may spin out of control
and the next thing that the shareholder may know is
that the agents will get more than what they really
deserve.
• Remedies within shareholders (Proxy voting) – This is the
special authority given by the shareholder to a proxy
shareholder who will vote in his behalf. By law, this is not
possible to vote by proxy without the given special authority.
This is done by some shareholders since they had
confidence in the judgment of another shareholder to vote for
them. Then voting will be based on the list of shareholders in
the stock book. Proxy arrangements are listed also together
with the names of proxy. However, the proxy is limited only to
voting and he us not allowed to make arguments or debates
on specific agendum since this right is given only to the
shareholder.
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• Derivative Suit – refers to the lawsuit filed by a shareholder

on behalf of a corporation against a third party. A third party
is an insider of the corporation, a director for example. Under
the corporation law, the management is responsible in
defending and bringing the corporation against the suit. In
case of derivative suit, it is the stockholder who will initiate
the suit in cases when the management failed to do so.
• Takeover – This is a transfer of control of the corporation.
Transfer of control from one group of shareholders to another
group of shareholders. There are types of takeover:
i. Friendly Takeover – in this case, the bidder
company informs the board of directors of the
company to be taken over for the proposed
takeover. It is common among privately owned
companies wherein the board of directors are
usually the same set of persons who are closely
connected to one another. If the board of
directors believes that the company who
proposed the proposal will give them an offer
that will best serve their interest, the board will
recommend to the shareholders to accept the
offer.
ii. Hostile takeover – a takeover is considered
hostile when the offer of the acquirer to be
company was taken down by the company but
still pursues it. They can do this if the company
is unwilling to agree and uncooperative to the
merging or takeover offered. Although, a hostile
takeover is risky in a sense that the information
available is just the publicly reported ones. The
danger of this is that, are all publicly reported
information are true, or if given that the
information are true, are all information really
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reported?. It is possible also that the previous

management will plant
‘landmines’ or there will be ‘poison pill’ in the
takeover issues. A hostile takeover can be done in
some possible ways: 1) taking tender offer that publicly
offers higher than the market price 2) proxy fight where
the acquiring company persuades enough shareholder
to replace the management with a newly elected one
3) quietly purchasing enough stocks in the stock
market. iii. Reverse Takeover – this type of takeover
is used by private companies to become publicly-
traded without passing through an initial public offering
or IPO. The corporation buys a large part of the shares
and controls the publicly-traded company. Now, the
private company shareholders will use their shares to
exchange for the public company’s shares. In reverse
takeover, the private company will not be paying fees
related to IPO however, the reverse turnover is not
always positive. The acquirer company will not be able
to have additional funds through merging transactions.
The company should have enough funding to complete
the process of takeover.
2. External Forces Affecting Governance
• Competitors – this refers to companies or business entities
who offer the same product as the company is offering. It
affects governance in ways like the competition on getting
investors. The companies must make sure that the way they
run the business will attract more investments. The
competition will make the companies be on guard on what
will be the plans to gain competitive advantage over its
competitors.
• Financiers- the financiers affects the governance of the
corporation because the financiers want their investments
secured. As a financier who manages the money, lends and
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finances projects, they must ensure the return of their

investments. It is understandable if they will invest on
companies with good reputation and will seem to be on the
market for a long time.
• Regulatory Agencies – They are the government agencies
who are also responsible for giving autonomous authority
over some corporate activities in a regulatory capacity. It
separate and independent from other branches of the
government that is enforcing rules and regulations and
imposing supervision for the benefit of the public. Although
their actions are subject to legal review.
• Watchdogs – are independent organizations who act as a
police of a particular industry. There job also is to make sure
that the activities involved in the corporations are in
accordance to the law.
• Predator Companies – refers to corporations that are always
on watch to a company for a possible hostile or friendly
takeover.
• Investment Bankers – they are the group of individuals who
acts as agent who issues stocks for securities of the
corporation. They also maintain a brokerage or a dealership
operation and offers consultancy services regarding
investment issues. Investment bankers also assist
companies who are undergoing merging and takeovers. We
have to take note though that investment banks are different
from traditional banks since they do not receive deposits and
provide loans to anyone. The roles of an investment banks
are as follows:
i. Origination – The primary role of investment
banking is to conduct careful study on the
soundness and reliability of the corporation with
the view of brining its securities to the market
for investments. So discovery is the process
wherein investment bankers look for potential
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issue of securities, investigation is the testing

and analyzing of investment credit of the
potential security issuer. This includes the
inherent reliability of issues.
ii. Underwriting – the arrangement wherein the
investment bankers agrees to buys the entire
issue at a set price and sell it to the public at
large.
So the underwriter’s compensation is the
difference between the price of the issue sold at
the public and the price paid by the investment
banker when he first brought it from the issuer
company. It is done by a negotiated underwriting
or a competitive bidding.
iii. Distribution – As the investment banker, it is

also their role to distribute the security issues
for the corporation. It saves resources since
employing an entire department is more
expensive than hiring an investment banker. So,
it is expected that the firm already established
its networks in marketing and sales. When an
investment banker has a good reputation in
selling shares, it builds a various client base
and adds to the efficiency that securities can be
sold.
• Stock Exchange- refers to the entity who trades and facilities
the buying and selling of stocks and securities. Stock
exchange offers services for redemption of shares also.
Stocks, bonds and other securities that are initially offered by
investors are done in a primary market and subsequent
trading is done in the secondary market. Stock exchange is
one of the most vital aspects of stock market. The role of
stock exchanges are as follows:
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i. Raise capital – by selling shares to the public,

the companies are able to increase capital for
expansion and projects
ii. Mobilize savings – through stock exchange also,
corporations can pull out money and deposit it to
the market to mobilize.
iii. Facilitates growth – one of the simplest way for
a corporation to step up and create a proposal
for merging or takeover is by the stock market.
iv. Distributes profit – Through stocks exchange,
the profit is shared not only by institutional
investors but also by ordinary corporate
investors.
v. Improves corporate governance – it is
common for the companies listed in the
stock market to improve their
management style and increase
efficiency to attract more investors.
Also since
they participate in stock exchange, strict
compliance on standards and reportorial
requirements of the government considering that
it affects the interest of the public.
vi. Creates opportunities for small
investors – unlike other business
endeavors that require enormous
amount of money for funds, stock
exchange is open for opportunities both
for large and small investors. All the
investor needs is an account and he
can easily invest basing on his
capabilities.
vii. Facilitates raising capital for the
government – it is also another avenue
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of the government to raise funds

through issuing bonds and other
papers the latter guarantees.
viii. Indicator of economy – stock exchange
is also an indicator of the economy. A
good economy means rise of the
market and is stable and growing. In
the same way, if the economy is going
through recession, depression or
financial crisis, the stock exchange is
also a good basis and indicator.
• Financial Press- refers to media focusing on financial news
and updates. It may be a newspaper, TV Channels,
magazine, broadcast program or other media. This is an
avenue for the company to publish information regarding the
recent status of the company.
*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Agency
Probelms, let us try to check your understanding. Write your answer on the
space provided.
1-4: Principal-agent specific issues in corporate governance.
5-8: Give atleast four identified agency problems in Governance.
9-10: Types of takeover.
11. Resources to be sacrificed to keep an eye on things that are perceived or
need to be closely controlled from the perception of the principal are
significant costs in a principal/agent relationship
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12. Refers to an exercise of voting on behalf of shareholders through the use

of a special authority given by the shareholder/principal
13. A lawsuit filed by a shareholder on behalf of the corporation against third
party
14. An individual or entity which acts as an agent for corporation issuing
securities.
15. Refers to an entity which offers trading services and facilities for stock
brokers and traders, to buy and sell o buy and sell shares of stock and
other securities.
16. This takeover is done by giving the shareholders of the target company
offers that include a debt instrument in partial/full payment of shares.
17. A takeover where there will be no money involved; instead the bidder
company issues its own new shares to the shareholders of the “acquired
to be” company.
18. The general term referring to transfer of control of a firm from one group
of shareholders to another group of shareholders.
19. Corporations that are always on the watch and waiting for a chance to
take over a certain company, be it via friendly or hostile takeover.
20. Refers to corporation and other business entities private or public offering
the same product or services that the company is offering at the same
time.
Let’s Analyze
Research Activity 1.True or False. Getting acquainted with the essential terms
in the corporate governance model, write T if the statement related to the
model is correct and F if false.
1. Managers may have incentives to reveal negative information in the hope that
they can ultimately avoid responsibility.
2. Agency theory is relevant to many aspect of corporations from the
fundamental question of why firms exist to questions of corporate structure.
3. Financially innocuous social investing may influence management.
4. Institutional shareholders are potentially influential in spurring
sociallyresponsible governance.
5. Labor market discipline may be perfect.
6. Mandatory disclosure requirements may not be needed to supplement market
and contractual devices.
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7. Credit and assets markets can operate with regulation to cause firms to
internalize harms even when they do not deal directly with their victims.
8. While managers of most institutional investors have duties to minimize
financial returns, this would not apply to managers of social investment funds.
9. Like shareholders, employees cannot insist on socially-responsible behavior
by choosing where to work.
10. Socially-responsible shareholders derive utility from socially-responsible
investments or dis-utility from socially-responsible investments.

CATEGORY 4 3 2 1
Information
Information
clearly relates Information
to the main clearly
clearly relates
topic. It relates to the Information
to the topic.
Quality of includes main topic. It has little or
No details
information several provides 1-2 nothing to do
and/or
supporting with the topic.
supporting examples are
details and/or
details and/or given.
examples
examples
Information is
very
organized Information is
with well- Information is Information is
organized
constructed organized but,
with well- not organized
Organization both paragraphs
constructed and not
paragraphs are not
paragraphs wellconstructed
and wellconstructed
only
subheading
s
Some
All sources All sources are
All sources are sources are
accurately
accurately documented not accurately
are accurately
Sources but many are documented
documented in documented
or not at all
APA format but few are in not in APA
APA format format
Thorough and legitimate Research is

legitimate scholarly applied and is
loosely Little research
scholarly research is
applied is applied
research is clear and is
Research throughout /sources may
clear and is applied
written be limited or
applied throughout
report/sources questionable
throughout the written
the written report may be limited
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or
report
questionable
No Almost no A few Many
grammatical, grammatical, grammatical, grammatical,
Grammar spelling or spelling or spelling or spelling or
punctuation punctuation punctuation punctuation
errors errors errors errors
1. Research for a company who was taken over by an acquirer company. Identify the
turnover technique used.
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Reference:
In a Nutshell
arguments or lessons learned below. I have indicated my arguments or lessons learned.
1. It is possible for the company to have problems regarding principal-
agent relationship considering the fact that the agents
are hired by the principal.
2. There are other individual or group of individuals who can affect the
governance of the corporation aside from the stakeholders.
Your Turn
1.
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2.
Q and A List
1.
2.
3.
4.
5.
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KEYWORD INDEX
Agency Problem Principal Agent Proxy voting
Big Picture in Focus: ULOb. Discover the basic concepts of Corporate Social
Responsibility
Metalanguage

curriculum and to demonstrate ULOb will be operationally defined to
youwill encounter difficulty in the in understanding educational
concepts.
Please proceed immediately to the “Essential Knowledge” part
since the first lesson is also definition of essential terms.
Essential Knowledge
following essential knowledgethat will be laid down in the succeeding
e.g.
1. Corporate Social Responsibilities – refers to the long-term vow of a

business to perform within the bounds of ethical standards. In CSR,
companies aim to contribute to economic advancement and at the
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same time improve the quality of life of its employees, their families,
the environment and the society as a whole.
2. Basic Premise of CSR
• Business Leaders – knows that the long-term company value
is basing on the company’s capabilities on responding to
society’s changing demands
• Consumers – looks for companies who offer products and
services that they believe has the same principles as them.
They prefer companies that protect its consumer, the
environment and human rights.
• Employees – prefers to work with companies whom they
share similar mission and values and where they can make a
contribution to the society.
• Investors – prefer companies who identify and manages risks
and are entrepreneurial in terms of attitude in identifying
emerging and promising business opportunities.
• Local Communities – looks for businesses who are being
good citizens
• Media – this platform exposes best and worst companies
engaging in good governance.
• NGOs – although separate from the government, they also
exposes companies who are irresponsible and do not
practices transparency and accountability.
• Regulators - look into it if the companies are not only
operating for business opportunities but also help solve
serious problems in the society.
3. Specific Relevance of CSR- the corporate social responsibility has
grown it importance due to the following reasons:
• Changing Social Expectations – Consumers do not only patronize
product of corporations but also expected them to become more
socially responsible.
• Competitive Labor Markets – Nowadays, employees choose to
work for corporations who is not only concerned with the equitable
salary of employees but also how the corporation operates.
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Whether or not their corporation’s philosophy matches their

principles.
• Disclosure Demands by Stakeholders- There is increase in
insistence for corporate transparency. Aside from the government
agencies, the stakeholders choose corporations that provide
updated information.
• Dwindling Government Role – As part of their function in
protection of the public interest, the government imposes strict
legislations and regulations to deliver environmental and social
services. However, nowadays due to limited resources, there is an
existence of government connection or failure of regulations. We
must understand that ideally, the government can only do so
much, how much less in a deteriorating corrupt one.
• Globalization – in these borderless transactions among
consumers, it resulted to great influence of media since it’s
the way people connect globally. It is a serious issue
especially because consumers can easily influence other
consumers to boycott products that they think do not follows
social responsibility and other standards. It is easy to initiate
global collective action via internet.
• Pressure from Investors – It is noted that the investors included
ethical conduct as part of assessing the company’s performance.
Investors chooses to fund and purchase stocks of corporation who
is socially responsible.
• Supplier Relations – Being one of the stakeholders, suppliers are
more cautious on supporting corporations who are socially
responsible. They make sure that their partners are conforming to
conducts, standards and meets requisites of responsible
business.
• Wealth and Vulnerabilities – consumers from developed and
developing countries can afford to be choosy and picky on
products and services to patronize. On the other hand, countries
who are economically challenged expects to be less enforcement
of socially responsibility.
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4. Myths about Organizational Ethics

• Being Ethical is Easy – It is a myth since being ethical means that
at all times, the business conduct must be beyond the minimum
legal requirement. Being ethically inclined is also not cost-free and
being ethical is standing still despite of existing unethical entities
around the corporation. It is also difficult to withstand the pressure
among almost all stakeholders.
• Being Ethical is Not part of Doing business – other thinks that
being ethical is not useful and do not concerns business activities.
However the truth is, given that the government granted the
existence of the corporation, it is expected to comply with ethical
standards.
• Being Ethical Brings no Benefit – for others, being ethical do not
significant positive results however, the only investment without
any loss is being ethical. Corporations who are ethical standouts
from the society and the stakeholders. Being ethical with the
vision can absolutely bring success and stability.
4. What Ethics is not
• Ethics is not same as feelings – although feelings provide vital
information in our ethical choices, ethics is not a feeling. Our
feeling often make us uncomfortable when we did the wrong thing
and fulfilled when we did the right thing.
• Ethics is not religion – Almost all religion do advocate high ethical
standards but religion is not ethics. Everyone can be ethical but
not everyone has religion.
• Ethics is not just following the laws – A good system of laws does
incorporate many ethical standards but law can deviate from what
is ethical.
• Ethics is not following culturally accepted norms – ‘When in Rome,
do as the Romans do’ is not an ethical standard. Other cultures
are quite ethical but other are blind with other ethical concerns.
• Ethics is not Science – Science can provide explanation for what
humans are like but ethics provides reasons for how humans act
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in a specific way. Although, science can help and provide us with

vital data to make us do better ethical choices.
6. Corporate greenwashing – refers to the practice of companies wherein
they make their products, services or policies deceptively look
environmentally friendly. This is done to gain stockholder’s hearts for the
purpose of increasing their image and building up goodwill. Some
Greenwashing sins are as follows:
• Sin of Hidden Trade-off - labels that says
‘energyefficient’ in electronics that contain hazardous
materials; candies, beverages or other sweets that
claims ‘no sugar’ on the label
• Sin of No proof – shampoos with the claim of ‘certified
organic’ with no proof; Shampoos with aloe vera with
no actual extracts added
• Sin of Vagueness – companies using paper bags with
‘biodegradable’ printed to improve company image but
cuts more trees
• Sin of Irrelevance – products claiming to be CFC free
even if CFCs are banned 20 years ago
• Sin of Fibbling – falsely claiming to be certified by
international standard
• Sin of Lesser of Two Evils – environmentally-friendly
pesticides or organic cigarettes
• Sin of Worshipping False Labels – products claiming to
be endorsed by celebrities of influencers to improve
image wherein fact there is no endorsement happened.
7. Ways to spot greenwashing
• Poor scientific facts
• Use of buzzwords like ‘clean technology’ or ‘sustainable
development’
• Eco-label or products are not well-regulated and are just marketing
cosmetics
• Never abandon common sense
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• Be cautious for insignificant green claims

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related
Corporate
to
Social Responsibility
let us try to check your understanding on the various topics.
1– 3 Give atleast three basic Premise of CSR

4- 6 Provide specific relevance of CSR
7 Ethics is not __________________.
8 Corporategreenwashing sin
that states in labels ‘sweets with no sugar’
_____________
9 Corporate greenwashing sin that states environmentally
-friendly pesticides
__________
10 Corporate greenwashing sin that sfalsely claiming to be certified by international
standard ___________________.
Let’s Analyze

corporate governance model, write T if the statement related to the model is
correct and F if false.
1. Fairness and honesty in business are two important ethical concerns.

2. Relationship with customers and co-workers rarely create ethical problems.
3. The field of business ethics applies moral standards to business situations.
4. Most authorities agree that business ethics should be improved.
5. A code of ethics is written guide to acceptable and ethical behavior as defined by an
organization.
6. The economic model of social responsibility emphasizes profits.
7. Within a firm, social responsibility begins with manager’s attitude.
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8. Business people by the very nature of their work rarely ethical issues to resolve.
9. Awareness of corporation social responsibility has increased along with government
involvement.
CATEGORY 4 3 2 1
Information
Information
clearly
to the main clearly relates
relates to the Information
topic. It to the topic.
Quality of includes main topic. It has little or
No details
information several provides 1-2 nothing to do
and/or
details and/or
examples
examples
Information is
very
Information is Information is
organized
organized organized but, Information is
with well-
with well- paragraphs not organized
Organization constructed
constructed are not and not
both
paragraphs paragraphs wellconstructe wellconstructed
and only d
10. Business people face ethical issues everyday and some of these issues can be
subheadings
Some
All sources are accurately
sources are
are accurately accurately documented
Sources not accurately
documented in documented but many are
not in APA documented
APA format but few are in
format or not at all
APA format
Thorough and legitimate Research is Little research
legitimate scholarly applied and is is applied
Research scholarly research is loosely /sources may
research is clear and is applied be limited or
clear and is applied throughout questionable
difficult to assess.

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applied throughout written

throughout the written report/sources
report or
questionable
1. Research for a company who committed greenwashing sin. Cite the example of the
greenwashing sin. State the reasons why we must spot greenwashing sins.
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Reference:
In a Nutshell
management exercises that you have done, please feel free to write your arguments or
lessons learned below. I have indicated my arguments or lessons learned
1. Corporate social responsibility and being ethical also has positive
results.
2. Not all claims of products to be environmentally friendly are truthful
and some are for marketing only
Your Turn
1.
2.
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Q and A List
1.
2.
3.
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4.
5.
KEYWORD INDEX
Organizational Corporate Social Greenwashing
Ethics Responsibility
Big Picture D
expected to
a. Describe the Corporate Social Responsibility in a Global Context

b. Demonstrate roles of Institutional Investors, Governance Organization and
Legal Initiatives
Big Picture in Focus: ULOa. Describe the Corporate Social Responsibility in a

Global Context
Metalanguage

curriculum and to demonstrate ULOa will be operationally defined to
youwill encounter difficulty in the in understanding educational concepts.
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Essential Knowledge
e.g. ebrary, search.proquest.cometc.
1. Corporate Social Responsibility in a Global Context
• Over the past few decades, the role of business
worldwide has developed from classical profit maximizing
approach to social responsibility approach, where
businesses are not only concerned with the stockholders
but also all of its stakeholders in a broader inclusive sense.
Businesses create jobs and give wealth to the society but
at the same time pollute and destroy environment that
harms human lives worldwide. For these issues to be
addressed, the community evolved a new strategic
business approach called corporate social responsibility.
Because of this, businesses worldwide balances economic
and social goals where resources are used in a rational
manner and social needs are be addressed responsibly.
2. CSR in International Business
• Sustainable Development and Environment – Today’s
generation must invest for the future and therefore
should stop from wasting the resources at present.
There is a need for a new economic development
model that would protect the needs of the current
generation without giving any reduction on the
chance of future generation to enjoy their time.
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• Human and Labor Rights – In the country where they

operates, large corporations have significant
influence not only on the economy but also on social
and political aspects. The corporations are expected
to be persistent with the principles of equality and
respect to basic rights.
• Local Economy and Society – Large international
enterprises undeniably can bring significant impact on
the advancement of less-developed countries.
Without any hindrance like the host country’s ability to
adapt on technological advancement, this loophole
could hinder in the goal of the country to maximize its
economy. The competition between multinational
corporations and entrepreneurial crowding may result
to overwhelmed local economy.
• Transparency – Corporations are asked to be open,
accountable and to communicate constantly to its
stakeholders. Transparency shows that the
corporation is serious with their philosophy of
removing barriers and facilitating free and easy
access of information to the public.
• Legality – Although being lawful is ethical, corporate
social responsibility is beyond conforming to
regulatory standards. Corporate social responsibility
is focused on establishing fair and sustainable
development. Socially responsible corporations are
known to reject conducts that harms the society like
corruption, tax evasion, and unfair competition.
• Consumer – consumer’s organization highlighted the
significance of reliable information on the conditions
of production and safe products, including indication
on the potential risks when using and patronizing the
product. Business enterprises understand that their
reputation and success depends on consumers.
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• Supply Chain – Globalization had led to a very

complex supply chains. Often outsourced in countries
where human right protection is low or there are no
legal environmental regulations, or tolerance of hard
labor is high due to absence of choices. This is a
serious issues for businesses who choose to adopt
socially-responsible conduct The lack of ethical
control on the supply chain is becoming both
commercial and financial risk.
3. Corruption in International Business

• Globalization of Corruption – In almost all countries,
corruption exists. Let it may be in a different from,
from a different routine cases like bribery or pretty
abuse of power that are said to ‘grease the wheels’ to
the amassing of spectacular personal wealth through
embezzlement or other dishonest means. Bribery for
multinational corporations enables companies to gain
contracts. Western businesses pay a large sum of
money to gain friends, influence and contracts. In
1999, US Commerce Department reported US$145
Billion bribery responsible for 294 commercial
contracts. French secret service also reported that
government agencies are involved not just private
companies. The official export credit agency paid
around $2 billion in bribes to defense equipment’s
foreign purchasers.
• Offshore Banks and Companies – Refers to the banks
and companies who accepts money of poor countries
and are hidden from its citizens. It became prominent
during 1960s with banks deposits in tax havens
increasing from $11 billion (1968) to $385 billion
(1978). Due to the secrecy of how the offshore banks
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operates, they became an excellent place to launder

the proceeds of crime and corruption.
• Blacklisting Companies – The World Bank in 1998
created the sanctions committee to investigate cases
of corruption of companies who are allegedly involved
in bidding or carrying out a World Bank backed
contract. The function of the Sanctions Committee is
to meet regularly to review investigation and sanction
corporations found guilty and publishing a
comprehensive list of debarred firms.

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Corporate
Social Responsibility in a Global Context, let us try to check your understanding
on the topic.
1. – 3 give alteast three factors CSR in International Business

4 The World Bank in 1998 created the _______________ to investigate cases of
corruption of companies who are allegedly involved in bidding or carrying out
bribery for contracts.
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CATEGORY 4 3 2 1
Information
Information
clearly
Quality of main topic. It has little or
includes No details
information provides 1-2 nothing to do
several and/or
details and/or
examples
examples
Information is
very
organized
with well-
5 Refers constructedto are not and not financial
both
paragraphs paragraphs wellconstructe wellconstructed
only d
and
subheadings
Some
sources are
APA format
Thorough and legitimate Research is Little research
Research
legitimate scholarly applied and is is applied
corruption
Let’s Analyze

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scholarly research is loosely /sources may

research is clear and is applied be limited or
clear and is applied throughout questionable
report or
questionable
1. List down ways to eradicate corruption among companies.

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2. Former President Marcos was rumored of place and hidden Philippine citizen’s money
to International Banks. Is this a case of Offshore banking?.
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Reference:
In a Nutshell
management exercisesthatyou have done, please feel free to writeyour argumentsor
lessons learnedbelow. I have indicated my arguments or lessons
learned
1. It is argued that corruption among companies is still present
despite of efforts of the government and other agencies
2. Corporate Social Responsibility is a concern ofall. A worldwide
issue since businesses creates jobs however pollute and destroy
environment that harms human lives.
Your Turn
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1.
2.
Q and A List
1.
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2.
3.
4.
5.
KEYWORD INDEX
Corruption Offshore Banks World Bank
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Big Picture in Focus: ULOb Demonstrate the roles of Institutional Investors,

Governance Organization and Legal Initiatives
Metalanguage
In this section, the essential terms relevant to the study of

compensation administration and to demonstrate ULOb was operationally
defined and discussed in the essential knowledge to establish a standard
frame of reference as to how the texts work in your chosen field or career.
You will encounter these terms as we go through the study of compensation
.
Essential Knowledge
e.g.
1. Institutional Investors – Refers to the group of people or an

organization that buys and sells securities in large amount that
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qualifies them for preferential treatment and lower commission cuts. In

the Philippines, the Social Security System and Armed Forces
Savings and Loan Association Incorporated are some institutional
investors.
• Types of Institutional Investors

i. Hedge Fund – Usually, hedge funds are available for
wealthy investors only who meet certain criteria. This is an
account in investment that is open to a narrow range of
investors that also ventures in large investments and trading
activities aside from long-term investment funds. ii.
Investment Banking – Unlike other commercial banks,
investment banking do not accepts deposits but, they
supports corporations and government gathering capital by
acting as the agents in the issuance of equity and debt
securities. As discussed in the previous discussions,
investment banking also assists corporation during merging
and gives financial consultancy.
iii. Investment Trust – Is actually an investment endeavor
where the money of investors are used to be invested in
several placements more than most individual could
realistically invest all by themselves. The money are from the
sales of a fixed number of shares a trust issues is offering.
An investment trust has no employee, only a board of
directors who are non-executive. The BOD will hand over the
investments to the fund manager to invest the money on
stocks and buy other companies shares. iv. Mutual Fund –
refers to institutional investor that is a professionally
managed type of collective investment that gathers money
from investors and invests in stocks, short-term money
market or bonds. Managed by the fund manager, he is
responsible for buying and selling instruments and
commodities from the fund’s investments based on the fund
investment objectives. Aside from the fund manager, there is
also a board of directors who are in charged of ensuring that
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the funds are appropriately managed all for the best interest
of all fund investors.
v. Pension Fund – refers to the collection of assets being
formed as a separate and legal entity that came into
being from the contributions to a pension plan for the
sole purpose of financing pension plan benefits.
Considered as one of the biggest investors in stocks,
pension funds is an important shareholder of listed and
private companies. Any movement taken by the
pension funds will have a great effect on the entire
listed community.
• Role of Institutional Investors in Governance

i. Monitoring – institutional investors have different
expectations and profiles compared with any ordinary
investors. They monitor corporate performance
considering the kind and sum of the investments these
type of investors risks.
ii. Driver of Agent’s Performance – knowing that the
institutional investor can anytime withdraw the
invested money, no wonder why they can influence
better corporate performance. Especially if the sum of
investment is huge, the balance sheet will significantly
suffer without its investment. Agents from the
corporation will make sure that the institutional
investors are pleased at all times.
iii. Good Activist – They serves as the voice of investing
institutions in the board. As institutional investor, they
can easily ask questions on matters affecting the
corporation. They also have the privilege of having
records on shareholders.
iv. Principal-Agent Role – An institutional investor has a
power to elect officers for the corporation considering
the influence of institutional investor. There are cases
wherein the institutional investor sits in the board of
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directors and at the same time elected as Chief

Executive Officer. This is a form of duality, two roles
being performed by the institutional investor.
v. Deterrent to Opportunism – It is also the role of
institutional investor to be a watchdog for possible
opportunistic plans of other member of the board or
management team. The institutional investor has to
counter self-interested behavior of agents.
2. Corporate Good Governance Organization – The following are some

organizations supporting good governance worldwide:
• International Chamber of Commerce – The ICC is an
international organization promoting growth, prosperity,
spreading business expertise and advocates for international
business. ICC is considered as the voice of the world business
championing global economy as a force for economic growth,
job creation and prosperity. They also functions as arbitration,
dispute resolution and fighting against commercial crime.
• International Federation of Accountants – With 159 members
across 124 countries, IFAC protects the public interest by
encouraging high quality practices by the world’s accountant.
• United Nations Conference on Trade and Development –
UNCTAD promotes development-friendly integration of
developing countries into the world economy. They medium
inter-governmental deliberations to discuss with experts
exchanges of experiences and address good governance
issues. Conducts data collection and researches for the
debates of government representatives and experts. Lastly,
they also provide technical assistance tailored to the specific
requirement of developing countries.
• Organization for Economic Co-operation and Development –
OECD brings together government officials from various
countries committed to democracy and to make market
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economy around the world. They sit down with the

governments and exchange policies, experiences, coordinate
with domestic and international policies, identify good practices
and tried to seek for answers to the common economic
problems.
3. Sarbanes-Oxley Act of 2002 Summary – is also known as the ‘Public Company
Accounting Reform and Investor Protection Act’ that seeks companies to
become transparent and vigilant on requiring the reporting of all their
operational risks as well as internal controls created to monitor them. In this
Act, the government wants the companies to focus on being proactive with
possible risks and make pre-emptive actions before any possible problems.
The act also ensures that the senior executives have greater responsibility and
liability. Their senior executives will be given additional support from the BOD
for strategic planning and receive vital information about their companies.
• Board of Directors –Increasingly, directors on boards of

companies are expected to play much more active roles in the
interest of shareholders. The New York Stock Exchange,
consistent with the provisions of the Sarbanes-Oxley Act,
expects that non-management directors should hold regular
sessions without the participation of the management or any
other person with a material relationship with it. The regular
meetings of the boards are sought for brainstorming without
being biased by the concerns of the management or its
influences.
• Disclosures – The rampant misrepresentation of the financial
situation of companies, especially the technology industry, by
the use of pro-forma financial statements is not possible now
without additional disclosures to compare them with GAAP
consistent accounting. Under Section 401 of the
SarbanesOxley Act, it would not be possible for pro-forma
statements to omit any material fact which misrepresents the
fair of true position of the company. In addition, companies are
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now required to provide quantitative measures to reconcile the

proforma statements with the GAAP consistent financial
statement.
• Fraud – The premise for fraud control is that managements
frequently exploit weaknesses in internal controls for their
dubious purposes. PCOAB’s Auditing Standard 2, therefore,
specifically requires that the assessment of internal controls
take into account the susceptibility of the company’s processes
to fraud. The internal controls should be able to prevent, deter
and detect fraud.
• Governance Policies – The Sarbanes-Oxley Act seeks to

encourage explicit discussion of the corporate governance
policies that will set a direction for the board and the
management. The New York Exchange has the operative rules
which require that the boards of companies set up a
governance committee which will spell out the governance
principles which will be used to evaluate the board and the
management.
• Executive Compensation – In order to check fraud from
earnings management by senior executives, Section 304 of
the Sarbanes-Oxley Act, requires a company which restates its
financial statements due to material noncompliance,
misconduct, or with any financial reporting requirement, the
CEO and CFO must reimburse the company for bonus or other
incentive-based or equity-based compensation received during
the 12-month period following issuance of the financial
statements and profits realized from the sale of equity during
the same period.
• Protection of Whistleblowers – Sarbanes-Oxley has provided
added protection to whistleblowers who can establish a prima
facie case of retaliation when they report malfeasance in the
company. The instrument for achieving this goal is the change
in the burden of proof rules which are now in favor of
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employees. If they submit evidence that the retaliation was a

contributing factor to the adverse employment action, a
presumption of retaliation is created. In order to defeat this
presumption, the employee must establish, by clear and
convincing evidence, that it would have taken the same action
with respect to the employee, regardless of the alleged
protected activity.
• Compensation Committees – Sarbanes-Oxley does not
explicitly spell out rules governing compensation in order not to
restrict the freedom of companies to make their decisions.
However, the New York Stock Exchange’s governance rules
require the boards to form independent compensation
committees which have the authority to decide on
compensation policies consistent with the business goals of
their companies. They are also required to make decisions on
the incentive component of compensation and ensure that they
are effective in achieving the performance goals of the
company. Compensation committees are also expected to
seek advice from compensation consultants about executive
pay.
• Audit Committees – Sarbanes-Oxley has sought to govern
auditors at the board level in order to avoid the conflicts that
can happen with the management. These audit committees
are composed of directors and have the responsibility to
ensure that the financial statements of the company and the
internal controls are consistent with the regulatory policy. The
audit committees are also required to discuss the company’s
exposure to risk and the means to manage them.

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Let’s Check
Assignment Exercise 1.Identification. Now that you know the information
related to Roles of Institutional Investors, let us try to check your
understanding on the various topic.
1. Corporate governance organization that is considered as the voice of the world

business championing global economy as a force for economic growth,
job creation and prosperity.
2. Another corporate governance organization that aims to protect the
public interest by encouraging high quality practices by the world’s
accountant.
3. Type of institutional investor that are available for wealthy investors only
who meet certain criteria.
4. Another type of institutional investor that do not accepts deposits
5. Institutional investor Considered as one of the biggest investors in
stocks, pension funds is an important shareholder of listed and private
companies.
Let’s Analyze
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CATEGORY 4 3 2 1
Information
Information
clearly
Quality of main topic. It has little or
includes No details
information provides 1-2 nothing to do
several and/or
details and/or
examples
examples
Information is
very
organized
with well-
constructed are not and not
both
paragraphs wellconstructe wellconstructed
paragraphs
only d
and
subheadings
Some
sources are
APA format
Thorough and legitimate Research is
Little research
legitimate scholarly applied and is
is applied
scholarly research is loosely
Research /sources may
research is clear and is applied
be limited or
clear and is applied throughout
questionable
Research Activity 1.Getting acquainted with the essential terms in the Staff
Conduct and Discipline in Organizations, I will now require you to conduct your
own research. This activity will be rated based on the following rubrics:
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report or
questionable
1. Create some strategies you can utilize to eradicate corruption among organizations.
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Reference:
In a Nutshell
arguments or lessons learned below. I have indicated my arguments or lessonslearned
1. The corporate social responsibility is not only a concern of few developed

countries but a concern of all companies globally.
2. Sarbanes -Oxley Act of 2002 Summary is also known as the ‘Public

Company Accounting Reform and Investor Protection Act’. An act created
to protect investors’ and public interest.
Your Turn
1.
2.
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Q and A List
Questions/Issues Answe
r
1.
2.
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3.
4.
5.
KEYWORD INDEX
Management Corporate Social Institutional Investors Corporation
Responsibility
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COURSE SCHEDULES
Activity Date Where to submit

ONLINE CODE OF CONDUCT
Virtual Class Orientation
August 19, 2020 via Zoom
Video Conference (Big
Picture A) August 28, 2020 via Zoom
Big Picture A: ULOa
Activities August 31, 2020 via Quipper.com
Big Picture A: ULOb
Activities September 1, 2020 via Quipper.com
1st Examination
September 4, 2020 via Quipper.com
Picture B) September 9, 2020 via Zoom
Big Picture B: ULOa
Big Picture B: ULOb
2nd Examination
September 18, 2020 via Quipper.com
Picture C) September 23, 2020 via Zoom
Big Picture C: ULOa
3RD Examination
October 2, 2020 via Quipper.com
October 7, 2020 via Zoom
Picture D)
(1) Allteachers/CourseFacilitatorsandstudentsareexpectedtoabidebyan honor code
of conduct, and thus everyone and all are exhorted to exercise self-
management and self-regulation.
(2) Faculty members are guided by utmost professional conduct as learning

facilitators in holding OBD and DED conduct. Any breach and violation shall be
dealt with properly under existing guidelines, specifically on social media
conduct (OPM 21.15) and personnel discipline (OPM21.11).
(3) Allstudentsarelikewiseguidedbyprofessionalconductaslearnersinatte nding OBD

or DED courses. Any breach and violation shall be dealt with properly under
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existing guidelines, specifically in Section 7 (Student Discipline) in the Student

Handbook.
(4) Professional conduct refers to the embodiment and exercise of the University’s
Core Values, specifically in the adherence to intellectual honesty and integrity;
academic excellence by giving due diligence in virtual class participation in all
lectures and activities, as well as fidelity in doing and submitting performance
tasks and assignments; personal discipline in complying with all deadlines; and
observance of data privacy.
(5) Plagiarismisaseriousintellectualcrimeandshallbedealtwithaccordingl
y.The University shall institute monitoring mechanisms online to detect and
penalize plagiarism.
(6) All borrowed materials uploaded by the teachers/Course Facilitators shall be

properly acknowledged and cited; the teachers/Course Facilitators shall be
professionally and personally responsible for all the materials uploaded in the
online classes or published in SIM/SDL manuals.
(7) Teachers/Course Facilitators shall devote time to handle OBD or DED courses
and shall honestly exercise due assessment of student performance.
(8) Teachers/Course Facilitators shall never engage in quarrels with students

online. While contentions intellectual discussions are allowed, the
teachers/Course Facilitators shall take the higher ground in facilitating and
moderating these discussions. Foul, lewd, vulgar and discriminatory languages
are absolutely prohibited.
(9) Students shall independently and honestly take examinations and do

assignments, unless collaboration is clearly required or permitted. Students shall
not resort to dishonesty to improve the result of their assessments (e.g.
examinations, assignments).
(10) Students shall not allow anyone else to access their personal LMS account.
Students shall not post or share their answers, assignment or examinations to
others to further academic fraudulence online.
(11) By handling OBD or DED courses, teachers/Course Facilitators agree and abide
by all the provisions of the Online Code of Conduct,
as well as all the requirements and protocols in handling online courses.
(12) By enrolling in OBD or DED courses, students agree and abide by all the
provisions of the Online Code of Conduct, as well as all the requirements and
protocols in handling online courses.
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Monitoring of OBD and DED
(1) The Deans, Asst. Deans, Discipline Chairs and Program Heads shall be responsible
in monitoring the conduct of their respective OBD classes through the Blackboard
LMS. The LMS monitoring protocols shall be followed, i.e. monitoring of the conduct
of Teacher Activities (Views and Posts) with generated utilization graphs and data.
Individual faculty PDF utilization reports shall be generated and consolidated by
program and by college.
(2) TheAcademicAffairsandAcademicPlanning&Servicesshallmonitortheco nduct of LMS

sessions. The Academic Vice Presidents and the Deans shall collaborate to conduct
virtual CETA by randomly joining LMS classes to check and review online the status
and interaction of the faculty and the students.
(3) For DED, the Deans and Program Heads shall come up with monitoring instruments,
taking into consideration how the programs go about the conduct of DED classes.
Consolidated reports shall be submitted to Academic Affairs for endorsement to the
Chief Operating Officer.
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Course prepared by:
VIRNEX R. GIAMALON
Name of Course Facilitator/Faculty
Course reviewed by:
DR. RAIZA MAE C. NARCISO Name

of Program Head
Approved by :
GINA FE G. ISRAEL, EdD

Name of Dean
122

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DEPARTMENT OFBUSINESS ADMINISTRATION EDUCATION

Human Resource Management Program

UNIVERSITY OF MINDANAO Tagum

Department of Business Administration Education

Physically Distanced but Academically Engaged

Self-Instructional Manual (SIM) forSelf-Directed

Course/Subject:BAHR 213 – GOOD GOVERNANCE AND

Name of Teacher:VIRNEX R. GIAMALON

THIS SIM/SDL MANUAL IS A DRAFT VERSION ONLY; NOT

ITS INTENDED USE. THIS IS INTENDED ONLY FOR THE

Part 1. Course Outline and Policies ...................................................... 1

Let’s Check .................................................................................... 39

Big Picture C: Unit Learning Outcomes ............................................. 56

Big Picture D: Unit Learning Outcomes ............................................. 80

Course Facilitator: Virnex R. Giamalon

Areas of Concern Details

If the assessment task is done in real time through

the features in the Blackboard Learning Management

Please note that academic dishonesty such as

The score for an assessment item submitted after the

However, if the late submission of assessment paper

Return of Assignments/ Assessment tasks will be returned to you two (2)

For group assessment tasks, the course coordinator

Re-marking of Assessment You should request in writing addressed to the

If disapproved by the course coordinator, you can

Grading System All culled from Quipper sessions and traditional

Submission of the final grades shall follow the usual

Preferred Referencing Style Depends on the discipline; if uncertain or inadequate,

Student Communication You are required to create Quipper email account

You can also meet the course coordinator in

For students who have not created their student email,

Contact Details of the Dean Dr. Gina Fe G. Israel 0909-994-2314

Contact Details of the Program Dr. Raiza Mae C. Narciso

Business Administration Education

Records and Admission Office

Student Accounts Office

Library Contact 0927-395-1639

CC’s Voice: Hello prospective business practitioners! Welcome to this course

Big Picture in Focus: ULOa. Identify the fundamental principles of corporate

In this section, the most essential terms relevant to the study of

and discussed in the essential knowledge to establish a standard frame

To perform the aforesaid big picture (unit learning outcomes) for

1. What is Corporation? – According to the Corporation Code of the

• Management – party given the authority to implement

• Creditors – party who lendto the corporation goods,

• Shareholders – people who invest their capital in the

• Employees – people who contribute their skills,

• Client – considered to be the very reason for the

• Government– has several interest. Corporation

• Public – the citizens. The result of responsible or

• Early Stage Survival – for an entity that just started, the

• Increase Profit – corporate executives and hired

• Offer vital services to the general public– it’s hard for

• Offer goods and services to the market – not only

4. Shareholder, Bondholders and BOD

• Bondholders – person or entity that is a holder of a

• Board of Directors – collegial body that exercises the

iv. Approving annual budgets (for the purpose of

• Concerned on holding the balance between economic and

administration and implementation of programs of the

Agency costs are occurred when (1) managers do not

*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good Governance

1. This attribute of corporation sates that, despite of incapacity, death, or