Corporate Social

Responsibility,
Risk
Management &
Corporate
Governance
 Risk Management
“Uncertainty is the only certainty there is, and knowing how to live with insecurity is the only security.”
 INTRODUCTION
What is risk?
 Risk can be defined as the likelihood of occurrence
of an undesirable event combined to the magnitude of
its impact

What is risk management?

 Risk Management is the avoidance or minimization of
the impact of future events that may adversely affect
the company.
 Daily Risks
 In our private lives outside work, we manage risk and
take measures to reduce likelihood or consequences of
unwelcome events all the time…

Car Insurance to
avoid accident risks
Servicing before a trip to avoid
breakdowns

We stop and look before crossing to not be hit by a car

 Procedure In Risk
Management
Risk
identificatio
n
. integrati
on

Risk
Measuremen
t

Risk
reporting

Risk
Control
Tata Consultancy
Services
IT Service, Business Solutions, Outsourcing
 Risk Management
 ERM – Enterprise wide Risk Management
 Macro Economic Risks
 Financial Risks
 Currency Fluctuations related risk
 Counterparty risk in treasury operations
 Regulatory & Compliance related risk

 Strategic Risks
 Global Market Risks
 Reputation risks
 Contd
Operational Risks

 Business Model Redundancy Risks

 Innovation related risks
 Resource risks
 Security Risks
 Executing M&A Transaction’s risk
 Overview and approach
 The ERM at Infosys encompasses practices related to
identification, assessment, monitoring and mitigation of various
risk.
 “ Predictable, Sustainable, Profitable and De-risked model
(PSPD)
 To leverage the risk reward parity to generate maximum
rewards while keeping risk below a defined level.
 Infosys Risk Management Framework
1) Risk management Structure
Risk
Risk
Board
Office ofOf
Risk
Management
Management
Directors
Council
Committee

U
ni
t
H
ea
d
 Risk Categories
Strategy
 Relates to the choices we make regarding the direction in which we lead the
organization to enhance our competitive position.
 Planning
 Execution of strategy, Service differentiation.

Industry
 Relates to the inherent characteristics of our industry, market and customers and
the related challenges
 Geo-Political Change, technical innovation, Access to capital, Market selection
Counter-party
 Relates to the risks arising from Co.’s association with parties for
conducting business, where the performance of such parties is not
sufficient or not desirable to achieve business objectives.
 Vendor Selection, Supply Chain Management.

Resources
 Relates to the inability to achieve business objectives due to
inappropriate sourcing or sub-optimal utilization of key organization
resources such as talent and infrastructure.
Operations
 Relates to ineffective execution of core business activities including service
delivery to clients as well as internal business processes.
 This also includes business activity disruptions arising out of external and
internal factors including threat to physical security and information
security.

Compliance
 Relates to inadequate compliance with existing or new regulations,
inappropriate conduct of contractual obligation and inadequate safeguard of
Intellectual Property leading to litigation or loss of reputation.
PepsiCo
 INTRODUCTION
 “The achievement of our strategic and operating
objectives will necessarily involve taking risk.
 Risks
Market Risks
 Commodity prices, affecting the cost of our raw material
and energy
 Foreign exchange rates
 Interest rates
 Contd
“Our risk management process is intended to ensure
that risks are taken knowingly and purposefully. As
such, we leverage.”

Assess
Prioritize
Integrated Manage
Risk Monitor
Management Communicate
Corporate Social Responsibility
 INTRODUCTION
 What is Corporate Social Responsibility?

“ Its a concept whereby companies decide voluntarily

to contribute to a better society and a cleaner
environment. A concept whereby companies integrate
social and environmental concerns in their business
operations and in their interaction with their
stakeholders on a voluntary basis.”
 Minimizin
g Pollution Minimizing
Waste-
Recycling.
Compliance
With
Regulation &
Legislation

Traditional
Corporate
Responsibilities

Management
Of Natural
Resources
Conservation

Ensuring Health,
Safety, Wellness
& Security of
Employees
 Drivers of CSR

 Shrinking role of government.

 Demands for greater disclosure.
 Increase customer interests.
 Growing investor pleasure.
 Competitive labor market.
 Suppliers relations.
 Benefits of CSR
 Increase sales and market share
 Strengthen brand position
 Enhanced corporate image and clout
 Increased ability to attract, motivates, and retains
employees
 Decreased operating costs
 Increased appeal to investors and financial analysts.
 Challenges

 Choosing a social issues.

 Selecting an initiative to address the issue
 Developing and implementing program plans
 Evaluation.
How to write a perfect CSR
Report?
 CSR accounting report has been in existing for 10 years
and is still in infancy as compared to financial or
business accounting which is for about 190 years.
 One of the main challenges of CSR report is
determining what issues to report on and what issues to
exclude as well as giving priority.
 CSR report has to be made on the basis of triple bottom
line i.e. concerning People,Planet,Profit…
Important things to consider

 Focus on “tangible” metrics.

 Issue of “materiability”
 Role of stakeholders
 Striking balance between good and bad things
 Standards and sector wise
guidelines
 For sector based CSR reports,G3 GRI Guidelines are
the most relevant standards.
 GRI (Global Reporting Initiative) is a set of standards
made in order to ensure highest degree of technical
quality, credibility & relevance developed through
consensus with participants globally from business ,
civil society, labor and professional institutions.
How to provide CSR Reports..
 Started as a hard copy report, recently organization have
combined its hard copy with web based information while
some are now experimenting with reporting solely on web
often using interactive searchable formats.

 Another format is CSR included in Annual Report.

Advantage :

1)It demonstrates top commitment to CSR

2)Provides complete picture to stakeholders

 Disadvantage:

1)They are not truly aligned with CSR report lagging 3

months behind financial reports .

2)Not all stakeholders will have same requirements.

 Hitachi
Breathe new life into the next era
 Toward a sustainable society
 Securing a stable electric power & reducing CO2
emissions
 Contributing to water operating process
 Respect to Human Rights
 Safe, Planet Workspace
 Working in harmony with local communities
 Employees: Key to Hitachi’s Future
 Time Warner
World’s third largest media and entertainment
conglomerate.
 Social Responsible Programming
(a) Warner Independent Pictures-”Good Night
and Good Luck”-witch hunt
(b) Warner Bros Pictures-”North Country”-story
of a woman
(c ) Good Nutrition- “Elfy Food”
(d) Dangers of smoking
(e) Responsible citizens
Environment
 Paper and Printing
 Recycling
 Media Coverage
 Green Building Design
 Climate change
Community
 Education and Arts
 Global Relief Efforts
 Starbuck’s
Corporation
We call this Starbucks™ Shared Planet™ - our
commitment to doing business responsibly.
 Environment

 Commitment to environmental stewardship

 Climate change strategy
 Understanding and improving the environmental foot print
 Focusing on health and wellness
 United Nations global impact
 Contribution to community around the world
 Community Investments
 Public Policy and Government Affairs.
 INTRODUCTION
 Definition :- An internal system encompassing policies,
processes and people, which serves the needs of
shareholders and other stakeholders, by directing and
controlling management activities with good business
savvy, objectivity, accountability and integrity. Sound
corporate governance is reliant on external marketplace
commitment and legislation,plus a healthy board
culture which safegaurds policies and processes.
 Meaning of Corporate
Governance
 It is a system of checks and balance.
 It ensures that managers are vigilant.
 It makes a distinction between the personal and the
corporate funds.
 It is viewed as moral duty and ethics.
 It helps in achieving long terms goals to satisfy
suppliers, creditors, shareholders etc.
Principles Constituting
Good Governance
 To avoid conflicts of interest, a company's board of
directors should include a substantial majority of
independent directors-independent meaning that directors
don't have financial or close personal ties to the company or
its executives.
 A company's audit, nominating, and compensation
committees should consist entirely of independent directors.
 A board should obtain shareholder approval for any actions
that could significantly affect the relationship between the
board and shareholders, including the adoption of anti-
takeover measures such as "poison pills.”
 Contd
 Companies should base executive compensation plans
on pay for performance and should provide full
disclosure of these plans.
 To avoid abuse in the use of stock options (and
executive perquisites), all employee stock option plans
should be submitted to shareholders for approval.
 CONTENT
 PHILOSOPHY.
 BOARD.
 COMMITTEES.
 GENERAL BODY MEETING.
 CODE OF BUSINESS CONDUCT AND ETHICS.
 DISCLOSURES.
 MEANS OF COMMUNICATION.
 INFORMATION TO SHAREHOLDERS.
 CERTIFICATION REQUIREMENT.
 INFOSYS
CORPORATE GOVERNANCE REPORT IN ANNUAL
REPORT
 Corporate Governance
Philosophy
 Their corporate governance philosophy is based on the following
principles:
 Satisfy the spirit of the law.
 Be transparent.
 Communicate externally.
 Comply with the laws in all the countries in which the company
operates.
 Have a simple and transparent corporate structure.
 Management is the trustee of the shareholders’ capital and not the
owner.
 Board composition
Size and composition of the Board
 The current policy has an appropriate mix of executive
and independent directors.
 During fiscal year 2008, the Board consisted of 15
members.
 Five of the executive directors are founders of the
company.
 The Board periodically evaluates the need for
increasing or decreasing its size.
 Board meetings
Scheduling for Board meetings
 Dates for Board meetings are decided in advance.
 The chairman of the Board and the company secretary
draft the agenda for each meeting.
 The Board meets at least once a quarter to review the
quarterly results.
 Board committees
Currently the Board has six committees:
 The audit committee
 The compensation committee
 The nominations committee
 The investor grievance committee
 The investment committee
 The share transfer committee
 Audit Committee Charter
Primary objectives of the audit committee
are:
 To monitor
 To provide effective supervision of the management’s
financial reporting process.
 To oversee the work carried out in the financial
reporting process by the management.
Investor grievances and share
transfer
Investor grievance committee is set up to:
 Examine and redress shareholders’ and investors’
complaints.
 The status on complaints and share transfers is reported
to the full Board.
Compliance with Clause 49
 Clause 49 of the Listing Agreement mandates them to
obtain a certificate from either the auditors or practicing
company secretaries regarding compliance of
conditions of corporate governance as stipulated in the
Clause.
 TITAN
INDUSTRIES
CORPORATE GOVERNANCE REPORT IN ANNUAL
REPORT
CORPORATE GOVERNANCE PHILOSOPHY

 The Company believes that it must so govern its affairs

as to optimize satisfaction amongst all its stakeholders,
which includes its esteemed customers, providers of
capital, employees, those from whom we buy and
through whom we sell, the communities in which our
primary activities take place and society at large.
 BOARD OF DIRECTORS
 CODE OF CONDUCT
 AUDIT COMMITTEE
 OTHER SUB-COMMITTEES OF THE BOARD OF
DIRECTORS
 Remuneration Committee
 Shareholders’ Grievance Committee
 Committee of Directors
 Ethics and Compliance Committee
 Nomination Committee
 SUBSIDIARY COMPANIES
 DISCLOSURES
 Related Party Transactions
 Disclosure of Accounting Treatment
 Risk Management
 Disclosure by Senior Management
 CEO/CFO Certification
 Details of Non-Compliance
 Whistle Blower Policy
 Secretarial Audit:
 GENERAL SHAREHOLDER INFORMATION
Tata Steel
 The Company’s Corporate Governance Philosophy
 Board of Directors
 Audit Committee
 Remuneration Committee
 Shareholders' Committee
 General Body Meetings
 Disclosures
 Means of Communication
 General Shareholder Information
 Certification Requirement
CONCLUSION
 Corporate social responsibility

 Corporate self regulation

 Public interest

 Corporate Governance

 Policies , process and people

 Accountability

 Risk Management Report

 Minimisation policies

 Strategies
 Thank You
 Ruby Jangra
 Nishant Vohra
 Rachit Sharma
 Preha Sharma
 Ramkuman Venkiteshwaran
 Prakash krishnamoorthy
 Riddhi Parekh
 Nilankan Dey
 Ravi
 Ketaki Sudhir