OUTLINE

SOCIAL RESPONSIBILITY AND GOOD GOVERNANCE

 Kinds of Business Organizations

 Advantages and Disadvantages
 Stakeholders vs Stockholders
 Batas Pambansa Blg. 68
o General Provisions 1-22
o Board of Directors 23-35
o Powers of the Corporation 36-45
o By-Laws of the Corporation 46-48
o Meetings 49-59
o Stocks and Stockholders 60-73
o Corporate Books and Records 74-75
 Business Ethics defined
 Importance of Ethics in Business
 Businessman’s Myths on Business Ethics
o Ethics is a personal affair and not a public debatable matter
o Ethics and Business do not mix
o Ethics in Business is relative
o Good Business means Good Ethics
o Business is a war
 Morality of Profit-Motive
o Assumptions of Profit Motive
o Good and Bad sides of Profit Motive
o Ethical Considerations of being Profit Motive

Cases for Analysis:

1. Ethics vs Profit
2. Friendship in Business
3. Expired Gravy
4. Immoral Video Shop

 Ethical Issues and Problems in Business and Corporate World

o Sexual Harrassment
 Why it occur?
 Types of Sexual harassment
 Profiles of the Victim and Harrasser
 How it affects workplace?
 How to prevent?
 Legal Penalties
o Problem of Just Wage
  Factors to be considered in determining Just Wage
o Gift Giving and Bribery
 Ethical or Unethical
 Factors in determining morality of gift giving
o Morality of Advertising
 Use of Weasel Words
 Exaggeration
 Psychological Appeals
 Ads directed at Children
o Workplace Romance
 Company’s Stand
 Benefits
 Disadvantages
 Ethical Issues
o Problem of Fair Pricing
 Price Theories
 Ethical Issues
o Trade Secrets and Company Disclosures
o Product Misrepresentations and Caveat Emptor
o Morality of Labor Strikes
o Whistleblowing
 Types
 How
o Multilevel marketing or Pyramiding
 MLM vs Pyramiding
o Unfair Competition
o Money laundering
 Process
 Law
o Conflict of Interests
 Types
o Insider Trading
 Ethical issues
o Tax Avoidance and Tax Evasion
 Concept of Corporate Responsibility
o Historical Phases of Corporate Responsibility
 Profit Maximizing Management
 Trusteeship Management
 Quality of Life Management
o Perspective on CSR
 Classical
 Managerial
 Public
  Christian
o Four Corporate Responsibility
 Philanthropic
 Ethical
 Legal
 Economic
 Arguments in Support of Corporate Responsibility
o Long Run Self-Interest
o Business resources
o Viability of Business
o Public Image
o Profit from Social Problems
 Arguments against Corporate Responsibility
o Profit Maximization
o Lack of Social Skills
o Lack of social Accountability
o Higher Product Cost
 Social Responsibility towards consumers
 Social Responsibility towards Community
 Social responsibility towards environment
 Current Activities of Corporate Social responsibility
 What is Corporate Governance?
o Link between Corporation and Society
o Who owns the Corporation?
o What is the purpose of Corporation?
o What is governance without a purpose?
o Primacy of Shareholder’s Interest?
o Stakeholder’s Role
 Role and Composition of the BOD
 Securities and Exchange Commission
o Mission and Vision
o Powers and Function
o Organizational Chart
 Code of Corporate Governance
o APPLICATION
o DEFINITIONS
o THE BOARD GOVERNANCE
 Composition of the Board
 Multiple Board Seats
 The Chairman and the Chief Executive Officer
 Qualifications of Directors
 Disqualification of Directors
  Duties, Functions and Responsibilities
 Board Meetings and Quorum Requirement
 Remuneration of the Members of the Board and Officers
 Board Committees
 The Corporate Secretary
o SUPPLY INFORMATION
o ACCOUNTABILITY AND AUDIT
o STOCKHOLDERS' RIGHTS AND PROTECTION OF MINORITY
STOCKHOLDERS' INTERESTS
 Voting Right
 Pre-emptive Right
 Power of Inspection
 Right to Information
 Right to Dividends
 Appraisal Right
o EVALUATION SYSTEMS
o DISCLOSURE AND TRANSPARENCY
o COMMITMENT TO CORPORATE GOVERNANCE
o ADMINISTRATIVE SANCTION
 Organization for Economic Cooperation and Development (OECD)
o Principles of Corporate Governance
 Ensuring the Basis for an Effective Corporate Governance
Framework
 Rights of Shareholders and Key Ownership Functions
 Equitable Treatment of Shareholders
 Role of Stakeholders in Corporate Governance
 Disclosure and Transparency
 Responsibilities of the Board
 Good Governance Cases