BUSINESS ETHICS IN THE SCENARIO OF CORPORATE GOVERNANCE

INTRODUCTION
Business ethics is a kind of applied ethics. It is the application of moral or ethical norms to business. The term ethics has its origin from the Greek word ethos, which means character or custom- the distinguishing character, sentiment, moral nature, or guiding beliefs of a person, group, or institution. Ethics is a set of principles or standards of human conduct that govern the behaviour of individuals or organization. Ethics can be defined as the discipline dealing with moral duties and obligation, and explanation what is good or not good for others and for us. Ethics is the study of moral decisions that are made by us in the course of performance of our duties. Ethics is the study of characteristics of morals and it also deals with the moral choices that are made in relationship with others. Business ethics comprises the principles and standards that guide behaviour in the conduct of business. Businesses must balance their desire to maximise profits against the needs of the stakeholders. Maintaining this balance often requires tradeoffs. To address these unique aspects of businesses, rules- articulated and implicit are developed to guide the businesses to earn profits without harming individuals or society as a whole. Ethics is concerned with truth and justice, concerning a variety of aspects like the expectations of society, fair competition, public relations, social responsibilities and corporate behaviour.

ETHICS PHILOSPHIES
The following are some of the ethical philosophies: DEONTOLOGICAL THEORY Deontological theory is an approach to ethics that focus on the rightness and wrongness of actions themselves as opposed to the rightness or wrongness of the circumstances of those actions. If a manger decides that it is duty to always be on time to meetings is running late for reasons not in his control, how is he supposed to drive to reach the meetings on time? Is he supposed to speed, breaking his duty to uphold the law or is he supposed to arrive at his meeting late, breaking his duty to be on time? TELEOLOGY Teleology is the philosophical study of design and purpose. ENLIGHTENED EGOISM This model takes into account harms, benefits and rights. Therefore, under this model an action is morally correct if it increases benefits for the individual in a way that does not intentionally hurt others, and if these benefits are believed to counterbalances any unintentional harm that ensue.

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UTILITARINISM It is an idea that the moral worth of an action is solely determined by its contribution to overall utility, that is, its contribution to happiness or pleasure as summed among all persons. RELATIVISIM It is an idea that some elements or aspects of experience or culture are relative to other elements or aspects. VIRTUAL ETHICS THEORY It is a branch of moral philosophy that emphasizes character rather than rules or consequences as the key elements of ethical thinking. JUSTICE It is a concept of moral rightness in action or attitude. It is closely linked to fairness.

SCOPE OF BUSINESS ETHICS

Ethical problems and phenomena arise across all the functional areas of companies and at all levels within the company. ETHICS IN COMPLIANCE Compliance is about obeying and adhering to rules and authority. The motivation for being compliant could be to do the right thing out of the fear of being caught rather than a desire to be abiding by the law. An ethical climate in an organization ensures that compliance with law is fuelled by a desire to abide by the laws. ETHICS IN FINANCE The ethical issues in finance that companies and employees are confronted with include window dressing, misleading financial analysis, related party transactions, insider trading, executives compensation, bribery, kickbacks et.al. ETHICS IN HUMAN RESOURCE Human resource management plays a decisive role in introducing and implementing ethics. Ethics should be a pivotal issue for HR specialists. The ethics of human resource management covers those ethical issues arising around the employer-employee relationship, such as the duties and rights owed between employer and employee. ETHICS IN MARKETING Marketing ethics is the area of applied ethics which deals with the moral principles behind the operation and regulations of marketing. The ethical issues confronted in this area are pricing, anti-competitive practice, misleading advertisements, content of advertisements, children and marketing etc.

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ETHICS IN PRODUCTION This area of business ethics deals with the duties of a company to ensure that products and production processes do not cause harm. Some of the more acute dilemmas in this area arise out of the fact that there is usually a degree of danger in any product or production process and it is difficult to define a degree of permissibility.

ADVANTAGES OF BUSINESS ETHICS

More and more companies recognize the link between business ethics and financial performance. Companies displaying a clear commitment to ethical conduct consistently outperform companies that do not display ethical conduct. ATTRACTING AND RETAINING TALENT People aspire to join organizations that have high ethical values. Companies are able to attract the best talent and an ethical company that is dedicated to talking care of its employees being equally dedicated in taking care of the organization. The ethical climate matters to the employees. Ethical organizations create an environment that is trustworthy, making employees willing to rely, take decisions and act on the decisions and actions of coemployees. INVESTOR LOYALTY Investors are concerned about ethics, social responsibility and reputation of the company in which they invest. Investors are becoming more and more aware that an ethical climate provides a foundation for efficiency, productivity and profits. CUSTOMER SATISFACTION Customer satisfaction is a vital factor in successful business strategy. Repeat purchases or orders and enduring relationship of mutual respect are essential for the success of the company. The name of a company should evoke trust and respect among customers for enduring success. This is achieved by a company that adopts ethical practices. When a company because of its beliefs in high ethics is perceived as such, any crisis or mishaps along the way is tolerated by the customers as a minor aberration.

ETHICAL PROGRAMME IN BUSINESS

A company must have an effective ethics programme to ensure that all employees understand its values and comply with the policies and codes of conduct that create its ethical climate. Most of the companies begin the process of establishing organizational ethics programs by developing codes of conduct. A code of ethics is the most comprehensive and consists of general statements, sometimes altruistic or inspirational that serves as principles and basis for rules of conduct. A code of conduct is a written document that may contain some inspiration statements but usually specifies acceptable or unacceptable type of behaviour. One problem with code of conduct is that they tend to be developed without broad based participation from stakeholders. The final type of ethical statement is ethical statement is statement of values. It serves the general public and also addresses distinct groups such as stakeholders. Value statements are conceived by management and are fully developed with input from all stakeholders.

A code of ethics should reflect upper managers desire for compliance with the values, rules and policies that support an ethical climate. The developments of the code of ethics should involve the president, board of directors and chief executive offices who will be implementing the code. If the companies do not have a code of ethics, they must explain why they have not adopted one. A company may either file its code as an exhibit to the annual report post the code on the companys web site or eager to provide a copy of the code upon request and without the charge. A code of ethics outlines a set of fundamental principles. These principles can be used both as the basis of operational management. A code of ethics is based on a set of core principles or values and is not designated for convenience. Those subjects to the code are required to understand, internalize and apply in situations the code does not specifically address. Organizations except that the principles, once communicated and illustrated, will apply in every case and that failure to apply the principles can be a cause for disciplinary action.

DEVELOPING CODE OF CONDUCT

Code of conduct or what is popularly known as Code of Business Conduct contains standards of business conduct that must guide actions of the board and senior management of the category. The code may include the following: Company values. Avoidance of conflict of interest. Accurate and timely discussion. Compliance of applicable laws. Maintaining confidentiality of company affairs. Fair- marketing dealings. Standards of business conduct. Prohibiting insiders trading. Review of the adequacy of the code. No authority of the waiver of the code.

MODEL CODE OF BUSINESS CONDUCT AND ETHICS

Commitment to ethical professional conduct is a must for every employees of the company in all of its business. The code consists of imperative formulated as statements of personal responsibility, identifies the elements of such commitment. The code is applicable to the Board Members and all the employees in and around the officers level. All the employees must read and understand this code and ensure to abide by it at their day to day activities. General moral imperatives are: Contribute to society and human well-being. Avoid harm to others. Be honest and trustworthy. Be fair and take actions not to discriminate. Honour confidentiality. Practice integrity.

Specific Professional requirements are: Ownership. Passion for winning. People development. Consumer focus. Teamwork Innovation. Integrity. Professional competitiveness. Respect existing laws. Professional review. Enhance quality of work. Deal with media tactfully. Be upright and avoid inducements. Observe corporate discipline. Good conduct. Accountable. Management of business risks. Protect companys properties.

FEATURES OF GOOD ETHICS PROGRAMME

The following factors indicate the success of an ethics programme: Leadership. Consistency between words and actions. Fairness. Openness. Just rewards. Value- driven.

CONCLUSION
Ethics is the first line of defence against corruption while law enforcement id remedial and reactive. Good corporate governance goes beyond rules and regulations that the government can put in place. It is also about ethics and the values which drive companies in the conduct of their business. It is therefore all about the trust that is established over time between companies and their different stakeholders. Good corporate governance practice cannot guarantee any corporate failure. But the absence of such governance standards will definitely lead to questionable practices and corporate failures which surface suddenly and massively. In making ethics work in an organization it is important that there is synergy between vision statements, mission statements, core values, general business principles and code of conduct confers a variety of benefits. An effective ethics programme requires continual reinforcement of strong values. Organizations are challenged with how to make its employees live and imbibe the

organization codes and values. To ensure the right ethical climate a right combination of spirit and structure is required.

BIBLOGRAPHY
1. Governance. 2. Principles, Policies and Practices. 3. 4. Concepts and Dimensions. 5. 6. 7. 8. P.V. Sharma and S. Rajani: Corporate Governance: Contemporary Issues and Chaellenges. John Caver: Board Leadership. Christine Mallin: The role of Institutional Investors in Corporate Governance. K.R. Sampath: Law of Corporate Governance: Principles and perspective. Inderjit Dube: Corporate Governance. Sanjiv Aggarwal: Corporate Governance: A.C. Fernando: Corporate Governance: ICSI and Taxmann Publication: Corporate