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Corporate SocialResponsibility,
Risk
Management &CorporateGovernance
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Risk ManagementUncertainty is the only certainty there is, and knowing how to live with insecurity is the only
security.
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INTRODUCTIONINTRODUCTIONWhat is risk?
Risk can be defined as the likelihood ofoccurrence of an undesirable event combined to the
magnitude of its impact
What is risk management?
Risk Management is the avoidance or minimizationof the impact of future events that may adversely
affect the company.
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Daily RisksDaily Risks In our private lives outside work, we manage risk and
take measures to reduce likelihood or consequences
of unwelcome events all the time
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Procedure In RiskProcedure In Risk
ManagementManagement
.
Risk
identification
RiskMeasurement
Risk ControlRisk
reporting
integration
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Tata Consultancy
ServicesIT Service, Business Solutions, Outsourcing
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Risk ManagementRisk 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
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OperationalRisks
Business Model Redundancy Risks
Innovation related risks
Resource risks
Security Risks
Executing M&A Transactions risk
ContdContd
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Overview and approachOverview 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.
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Infosys Risk Management FrameworkInfosys Risk Management Framework
1) Risk management Structure1) Risk management Structure
Board Of Directors
Risk Management Committee
Risk Council
Office of Risk Management
Unit Head
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Risk CategoriesRisk CategoriesStrategy
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 customersand the related challenges
Geo-Political Change, technical innovation, Access to capital, Marketselection
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Counter-party
Relates to the risks arising from Co.s association with parties forconducting 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.
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Operations
Relates to ineffective execution of core business activities including servicedelivery to clients as well as internal business processes.
This also includes business activity disruptions arising out of external andinternal factors including threat to physical security and informationsecurity.
Compliance Relates to inadequate compliance with existing or new regulations,
inappropriate conduct of contractual obligation and inadequate safeguardofIntellectual Property leading to litigation or loss of reputation.
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PepsiCo
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INTRODUCTIONINTRODUCTION
The achievement of our strategic and operating
objectives will necessarily involve taking risk.
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RisksRisksMarketRisks
Commodity prices, affecting the cost of our raw
material and energy
Foreign exchange rates
Interest rates
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ContdContdOur risk management process is intended to ensure
that risks are taken knowingly and purposefully. As
such, we leverage.
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Corporate Social Responsibility
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INTRODUCTIONINTRODUCTION
What is Corporate Social Responsibility?
I
ts a concept whereby companies decide voluntarily tocontribute 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.
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Traditional
Corporate
Responsibilities
EnsuringHealth,
Safety,Wellness& Security of
Employees
ManagementOfNaturalResources
Conservation
ComplianceWith
Regulation &Legislation
MinimizingPollution
MinimizingW
aste-Recycling.
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DDrivers of CSRrivers of CSR
Shrinking role of government.
Demands for greater disclosure.
Increase customer interests.
Growing investor pleasure.
Competitive labor market.
Suppliers relations.
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Benefits of CSRBenefits 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.
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ChallengesChallenges
Choosing a social issues.
Selecting an initiative to address the issue
Developing and implementing program plans
Evaluation.
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Important things to considerImportant things to consider
Focus on tangible metrics.
Issue of materiability
Role of stakeholders
Striking balance between good and bad things
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Standards and sector wiseStandards and sector wise
guidelinesguidelines
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.
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How to provide CSR Reports..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 withreporting 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
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Disadvantage:
1)T
hey are not truly aligned with CSR report lagging 3months behind financial reports .
2)Not all stakeholders will have same requirements.
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HitachiBreathe new life into the next era
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Toward a sustainable society
Securing a stable electric power & reducing CO2emissions
Contributing to water operating process
Respect to Human Rights
Safe, PlanetWorkspace
Working in harmony with local communities
Employees: Key to Hitachis Future
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Time
WarnerWorlds third largest media and entertainment
conglomerate.
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Social Responsible Programming
(a)W
arnerI
ndependentP
ictures-GoodNight 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
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Environment
Paper and Printing
Recycling
Media Coverage
Green Building Design
Climate change
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Community
Education and Arts
Global ReliefEfforts
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StarbucksCorporation
We call this Starbucks Shared Planet - our
commitment to doing business responsibly.
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EnvironmentEnvironment
Commitment to environmental stewardship
Climate change strategy
Understanding and improving the environmental footprint
Focusing on health and wellness
UnitedNations global impact
Contribution to community around the world
Community Investments
Public Policy and Government Affairs.
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INTRODUCTIONINTRODUCTION Definition :- An internal system encompassing
policies, processes and people, which serves the
needs of shareholders and other stakeholders, bydirecting 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.
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Meaning of CorporateMeaning of Corporate
GovernanceGovernance 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 satisfysuppliers, creditors, shareholders etc.
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Principles ConstitutingPrinciples Constituting
Good GovernanceGood Governance To avoid conflicts of interest, a company's board of
directors should include a substantial majority ofindependent directors-independent meaning that
directors don't have financial or close personal ties tothe company or its executives.
A company's audit, nominating, and compensationcommittees should consist entirely of independentdirectors.
A board should obtain shareholder approval for anyactions that could significantly affect the relationshipbetween the board and shareholders, including theadoption of anti-takeover measures such as "poisonpills.
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ContdContd 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.
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CONTENTCONTENT PHILOSOPHY.
BOARD.
COMMITTEES.
GENERAL BODY MEETING.
CODE OF BUSINESS CONDUCT AND ETHICS.
DISCLOSURES.
MEANS OF COMMUNICATION.
INFORMATIONTO SHAREHOLDERS.
CERTIFICATION REQUIREMENT.
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INFOSYS
CORPORATEGOVERNANCE REPORTIN
ANNUAL REPORT
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Corporate GovernanceCorporate Governance
PhilosophyPhilosophy 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 capitaland not the owner.
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Board compositionBoard compositionSize 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.
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Board meetingsBoard meetingsScheduling 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.
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Board committeesBoard committeesCurrently 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
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Audit Committee CharterAudit Committee Charter
Primary objectives of the audit committee are:
To monitor
To provide effective supervision of the managements
financial reporting process.
To oversee the work carried out in the financial
reporting process by the management.
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Investor grievances and shareInvestor grievances and share
transfertransfer
Investor grievance committee is set up to:
Examine and redress shareholders and investorscomplaints.
The status on complaints and share transfers is
reported to the full Board.
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Compliance with Clause 49Compliance with Clause 49 Clause 49 of the Listing Agreement mandates them
to obtain a certificate from either the auditors or
practicing company secretaries regarding complianceof conditions of corporate governance as stipulated
in the Clause.
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TITANINDUSTRIES
CORPORATEGOVERNANCE REPORTIN
ANNUAL REPORT
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PHILOSOPHYPHILOSOPHY
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.
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BOARD OF DIRECTORS
CODE OF CONDUCT
AUDIT COMMITTEE
OTHER SUB-COMMITTEES OF THE BOARD OFDIRECTORS
Remuneration Committee
Shareholders Grievance Committee Committee of Directors
Ethics and Compliance Committee
Nomination Committee
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T
ata Steel
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The Companys Corporate Governance Philosophy
Board of Directors
Audit Committee
Remuneration Committee
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Shareholders' Committee
General Body Meetings
Disclosures
Means of Communication
General ShareholderInformation
Certification Requirement
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CONCLUSIONCONCLUSION Corporate social responsibility
Corporate self regulation
Public interest
Corporate Governance
Policies , process and people
Accountability
Risk Management Report
Minimisation policies
Strategies
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Thank YouThank You Ruby Jangra
Nishant Vohra
Rachit Sharma
Preha Sharma
Ramkuman Venkiteshwaran
Prakash krishnamoorthy
Riddhi Parekh
Nilankan Dey
Ravi
Ketaki Sudhir