Busi ness Ethics, Law, and Sustainabil ity 1

MM5001
BUSINESS ETHICS, LAW AND
SUSTAINABILITY





BLEMBA 15
January 2014


MASTER OF BUSINESS ADMINISTRATION
INSTITUT TEKNOLOGI BANDUNG
http://www.sbm.itb.ac.id/mba
Internationally accredited by
SCHOOL OF BUSINESSAND MANAGEMENT

Busi ness Ethics, Law, and Sustainabil ity 2

CONTENTS


Page

Facilitator Profile 3

Course Description 5

Expected Learning Outcomes 5

Course Outline 5

Learning Guidance 6

Prerequisite 6
Learning Method 6
Presentations 6
Pre Assignment 7
Class Participation 7
Essay Assignment 7
Final Examination 8

Grading Policy 8

Reading Materials 9

Guest Speakers 9

Course Schedule 9







Busi ness Ethics, Law, and Sustainabil ity 3

FACILITATOR PROFILES

Prof. Ir. Surna Tjahja Djajadiningrat, MSc., PhD.
Nick Name : Naya
Email : naya@sbm-itb.ac.id

Prof. Surna Tjahja Djajadiningrat is Professor in Environmental Management at Institut Teknologi
Bandung (ITB) as well as the Chairman of the ASEAN Learning Network. Fondly known as Pak Naya, he
sits in the Board of Advisor, School of Business Management, ITB and he is currently a Visiting Professor
at St. Gallen University, Switzerland. He earned his PhD (Natural Resource and Environmental
Economics) from University of Hawaii, USA. He has headed many departments at ministerial level. He
was Deputy Minister for Information, Communication, and Community Participation, Ministry of
Population and Environment, Deputy Minister of Coordination Sectors, Ministry of Environment, Deputy
Head of Environmental Impact Management Agency (BAPEDAL), AMDAL Sector & Technical Guidance,
Expert Staff for Mining Environment, to the Minister of Mines and Energy; Director General of Mining,
Department of Mines and Energy; Head of Education and Training Agency, The Energy and Mineral
Resources, and the First Dean of School of Business and Management - ITB in year 2004.
Anangga W. Roosdiono, SH., LL.M., FCBArb.
Nick Name : -
e-mail : Anangga.W.Roosdiono@roosdionolawfirm.co.id

Anangga Roosdiono received his law degree from the University of Indonesia in 1966 and his
LexLegibusMagistraat from Denver University in 1980.He is one of the Indonesian council member of
the ASEAN Business Advisory Council, and as a Chairman of the ASEAN Committee in the Indonesian
Chamber of Commerce and Industry. He is a Managing Partner of Roosdiono&Partners and a lecturer at
SBM-ITB.

A. Hamid Batubara
Nick Name : -
e-mail : -

A. Hamid Batubara is the President Director of PT . Chevron Pacific Indonesia (CPI) and the Deputy
Managing Director of Chevron IndoAsia Business Unit (IBU), under the auspices of Chevron Asia Pacific
Exploration & Production Company. IBU is a business unit of Chevron's upstream oil and gas activities
and include geothermal in Indonesia and Philippines. His position as President Director of CPI is since
March 2010 after serving as Sr. Vice President of Sumatra Operations Support (2009). He holds a
Bachelor of Electrical Engineering from Bandung Institute of Technology (1982) and a Master of
Business Administration (MBA) from Carnegie Mellon University, Pittsburgh, USA (1999).
He started a career with CPI in 1982 as a Computer Programmer Analysts in Rumbai, Riau, and
subsequently held a variety of positions that make the experience and his career continued to rise, as
one example is Superintendent Infosys Planning & Development (1990), Manager of Corporate Planning
Busi ness Ethics, Law, and Sustainabil ity 4
& Budget (1994), assistant VP of Finance (1996) , VP and General Affairs (2000), VP Finance (2002) , VP
Planning & Technology (2005) and Sr. VP Business Services (2007).
He was appointed as the Executive Sponsor for the Chevron University Partnership Program with the
Bandung Institute of Technology (2006 - present). He was also appointed deputy Chevron as one of the
founders of the Indonesian Business Coalition of AIDS (2008 - present), Board of Trustees USINDO
(2010- present) and Coordinator of the Multi National Company for KUPAS, Komunitas Pengusaha Anti
Suap (2010-2013). He has also recently been appointed as Chairman of Oil and Gas Komtap (Ketua
Komisi Tetap) in Indonesian Chamber of Commerce and Industry (Kadin) since March 2013. He received
the award of Ganesha Wirya Jasa Utama by ITB in recognition of his contribution to the national oil and
gas industry. He was also recently elected as the Most Admire CEO of Majalah Warta Indonesia.

Lusie Indrawati Susantono, SH, MBA, LL.M.
Nick Name : -
E-mail : lusie@prismalaw.com; lusiesusantono@yahoo.com

Lusie Susantono earned her law degree from the University of Indonesia in 1986 and Master of Laws
degree at the University of San Francisco in 1998. She is a Senior Partner in the the Law Office PRISMA
& Co Advocate and Legal Consultant and was previously active as Division Head in bank shareholder
settlements Indonesia Bank Restructuring Agency (Badan Penyehatan Perbankan Nasional/BPPN). Lusie
has previously lectured in law at Swiss German University, President University and Universitas
Indonesia. Lusie assists Naya to coordinate of the Business Law section of this course.

Leo J. Susilo, Ir., SH, MRP
Nick Name : -
E-mail : yudhaher@indo.net.id

Leo Susilo received his engineering degree from the Institute of Technology Bandung and law degree
from Universitas 17 Agustus 1945, Jakarta. He earned his master degree at
HochschulefuerVerwatungswissenschaften, 9Speyer, Germany. He has been in director in the Astra
Group for 16 years and is now the Principal in CRMS (Center for Risk Management Studies) Indonesia
and Senior Partner of Wimconsult, a consulting firm specializing in risk management, business ethics,
corporate governance and organization development.

Dr. AgungWicaksono, M.Sc. MBA
Nick Name : -
e-mail : agung.wicaksono@sbm-itb.ac.id / agung.wicaksono@ukp.go.id
Agung Wicaksono is an Assistant Professor at SBM-ITB currently tasked as Special Assistant to Head of
Presidents Delivery Unit for Development Monitoring and Oversight (UKP-PPP). He previously headed
the MBA ITB Jakarta as Deputy to MBA Director. He accomplished his Ph.D. dissertation in International
Management at the University of St. Gallen, Switzerland on corporate governance of state-owned
enterprises in Singapore, Malaysia and Indonesia. His research interests are corporate governance,
cross-cultural management, political economy. He was visiting academic at Singapore Management
University (SMU) University of St. Gallen, and Institute of Southeast Asian Studies (ISEAS) where he
published Indonesian State-owned Enterprises: The Challenge of Reform in Southeast Asian Affairs 2008.
Busi ness Ethics, Law, and Sustainabil ity 5
Trained as an industrial engineer with bachelors degree from ITB, he obtained his double degree of
MBA and M.Sc. from Technical University Hamburg Harburg (TUHH), Germany. Prior to being an
academic, Agung worked as management consultant for Roland Berger, Ernst & Young and A.T. Kearney

COURSE DESCRIPTION

The importance of ethical behavior and compliance with law, in business management is widely
recognized. This course is to make business participants aware of the importance of compliance and
integrity in a wider business environment. Transparency and accountability is becoming more and more
a necessity to earn a social & legal contract, i.e. a permission to be in business. Indonesian business is
still facing a daunting challenge to improve its reputation, to reduce overall perceived corruption and to
guarantee the international global business community that it will respect the international rules of the
game. Implementation and compliance with Indonesian law and international conventions will be
assessed in this course.


EXPECTED LEARNING OUTCOMES

The objective of the Business Ethics and Business Law course is to provide participants with a broad
understanding of the ethical and legal challenges that may arise in their business activities.

At completion of this course, the participants will be able to respond to these challenges in a manner
that will benefit both their careers and the success of the business.







COURSE OUTLINE

The course consists of six, five session modules:
Reputation Risk: This module focuses on the importance of ethical behavior to the reputation
of both individuals and organizations.
Governance: This module focuses on governance and corruption, cultural interpretations and
how to curb corruption at the individual and organizational level.
Human Rights & Intellectual Property Rights: This module focuses on two broad issues of
global concern, including core human values.
Busi ness Ethics, Law, and Sustainabil ity 6
Corruption Issues: This module focuses on cultural differences and difficulties in dealing with
corruption issues.
Morality, Ethics and Law: This module focuses on the reconciliation of moral values, strategic
thinking, and law compliance.
Critical Issues in Business Law: This module focuses on critical issues in Indonesian and
international business law.


LEARNING GUIDANCE


PREQUISITES

No prerequisites, aside from management experience, are required for this course.


LEARNING METHOD

The case method and other interactive methods are used throughout the subject. Class
members are encourages to incorporate concepts from assigned readings into their analysis of
the case. The case nethod may include both large group discussions and/or presentations by
syndicate teams. All class members are expected to have read each case and reflected upon the
assigned questions, whether or not their team has been assigned the case.


PRESENTATIONS

In some sessions, syndicates may be randomly assigned to make presentations of their case
analysis to the entire class at the time of case will be discussed. Therefore all syndicates
should make appropriate preparations.

The audience for the case presentations are the other members of the class. Please address
your talk to them. The syndicates may make the presentation as a team, or assign a
spokesperson to each case. In any case the syndicates should ensure that all team members
have any equal opprotunity to participate in the presentations.

The criteria for measuring the effectiveness of presentations include:

1. Ability to stimulate interest among classmates
2. Ability to relate concepts from the readings to the issues in the specific situation
3. How well the discussion drew out insights and ideas from the participants
4. How well organised was the discussion
5. How comprehensive was the analysis
Busi ness Ethics, Law, and Sustainabil ity 7

Some specific case questions are usually provided to help you to prepare the case reports, but
your own ideas and creativity are paramount. Keep the reports concise. There is no need to
summarise the case materials. Simply get to the main points and provide your analysis and/or
recommendations with supporting justification.


PRE ASSIGNMENTS

On occasion students will be asked to prepare a short summary of particular cases or reading
materials. This summary will be due at the beginning of a module.


CLASS PARTICIPATION

Active participation is expected throughout the entire class and students should make
thoughtful contributions to the discussion. Please note that frequency (i.e. quantity) of
contributions in class is not the major criteria for effective class participation. The classroom
should be considered a laboratory in which the student can test his/her ability to convince peers
of the correctness of ones approach to complex problems and ones ability to achieve the
desired results by using that approach. Criteria that are useful in measuring effective class
participation include:

1. Is the participant a good listener?
2. Are the points that are made relevant to the discussion? Are they linked to the
comments of others?
3. Do comments show evidence of incorporating the concepts from readings into the
analysis of the case?
4. Is there a willingness to test new ideas, or are all comments safe? (safe is defined as
simply repeating case facts without analysis and conclusions).
5. Do comments clarify or build upon the important aspects of earlier comments and lead
to a clearer statement of the concepts being covered and the problems being
addressed?


MIDTERM ASSIGNMENT

The open-book essay assignment, that replaces the midterm examination, must to be done
individually. The test material will be assigned during the first weekend of the course and is
submitted on Saturday, 1 February 2014. The work should be completed using MS Word or
Excel and submitted electronically using the internet. Plagiarism, or using someone else to
complete this exam are forbidden.

Busi ness Ethics, Law, and Sustainabil ity 8
FINAL EXAMINATION

The final examination will be an assignment that must to be done individually. The material will
be assigned during the last weekend of the course and the due date is on Saturday, 15 Feb
2014, when a test will also be administered. The work should be completed using MS Word or
Excel and submitted as a hard copy. Plagiarism or using someone else to complete this exam
are forbidden.


GRADING POLICY

Grading of this course is based on whether or not participants performance meets the module
standards for completion and proficiency in the subject materials.

Your final grade will be weighted as follows:

Aspect % Description
PreAssignments 10% Individual grade by team members
Participation 30% Individual grade by facilitator/team
Essay Assignment 30% Individual grade by facilitator
Final Examination 30% Individual grade by facilitators


Busi ness Ethics, Law, and Sustainabil ity 9
READING MATERIALS

Required text books:
Weiss, Joseph W. Business Ethics: A Stakeholder and Issues Management Approach. Thompson
South-Western. 2006

Reference books and recommended reading: to be specified.


GUEST SPEAKERS

Guest speakers may be invited and scheduled at their convenience.


Busi ness Ethics, Law, and Sustainabil ity 10
COURSE SCHEDULE

Course Code
MM7006
Credit Hours
3 SKS
EMBA PROGRAM
Course Title Business Ethics Course
Module 1: Fri, 24 Jan 2014 Introduction to Business Ethics
08:00 11:15 Session 1 (STD)
1. Topic: Introduction
2. Issues covered:
What is business ethics?
Shareholder versus Stakeholder Theory
3. Reading: Ethics: A Basic Framework (9-307-059), What is
Business Ethics?, Shareholder versus Stakeholder theory,
Business Ethics: an oxymoron?; Caux Roundtable Principles for
Business
4. Activity: Interactive lecture
5. Case: None

Session 2 (STD)
1. Topic: Business Ethic, Banking and International Law
2. Activity: Case: Collections and crime: the case of Citibank in
Indonesia,; Stanford Encyclopedia of Philosophy; Environmental
Ethics. TED Case Study: Bhopal Disaster
3. Guidance: Participants should analyze the case, identify critical
issues, and prepare to discuss them
11:15 13:15 Friday Praying and Lunch
13:15 15:15 Session 3 (HB)
1. Topic: A failure in corporate ethics: Enron Corp. case
2. Case: Enron Corp.
3. Activity: Syndicate preparation and presentations followed by a
large group discussion
4. Reading: Case Study; Enron Case
5. Guidance: Participants should analyze the case, identify critical
issues, and prepare to discuss them
15:15 - 17.00 Session 4 and 5 (HB)
1. Topic : Environmental ethics in business
2. Activity: Large group discussion, syndicate preparation.
3. Case: Chevron cases
4. Reading:
5. Guidance: Participants should analyze the case, identify critical
issues, and prepare to discuss them








Busi ness Ethics, Law, and Sustainabil ity 11

Course Code
MM7006
Credit Hours
3 SKS
BLEMBA PROGRAM

Course Title Business Ethics Course
Module 3: Sat, 25 Jan 2014 Human Rights and Intellectual Property Rights
08:00 09:30 Session 1 (STD)
1. Topic: Human Rights in the Workplace - gender related issues
2. Issues covered: Harassment, discrimination
3. Reading: Note on the Law of Sexual Harassment (9-398-024)
4. Activity: Syndicate preparation followed by a large group
discussion
5. Case: PT ISIN
6. Guidance: Participants should analyze the case, identify critical
issues, and their potential solutions.
09:30 09:45 Break
09:45 11:15 Session 2 (STD)
1. Topic: Human Rights in the Workplace - child labor plus
2. Issues covered: -
3. Activity: Syndicate preparation followed by a syndicate
presentations
4. Case: International Sourcing in Athletic Footwear: Nike and
Reebok (9-394-189
5. Guidance: Participants and syndicates should analyze the case,
identify critical issues, and their potential solutions.
11:15 12:45 Session 3 (STD)
1. Topic: Intellectual Property Rights - piracy et al
2. Issues covered: Industrial property and copyrights
3. Reading: Technical Note: Intellectual property The Ground
Rules (KEL 140)
4. Activity: Lecture, Syndicate preparation followed by a large
group discussion
5. Case: PT Diskpasar: Piracy vs Profits in the Movie Rental
Business
6. Guidance: Participants and syndicates should analyze the case;
identify critical issues and their potential solutions.
12:45 13:45 Lunch
13.45 17.00 Session 4 + 5 (STD)
1. Topic: Reputation
2. Issues covered: Harmful products
3. Reading: The (ir) relevance of integrity and reputation in
organizations, Reputation is everything in good times and bad.
4. Activity: Syndicate preparation and presentations followed by a
large group discussion
5. Case: Walmart: Did Wal-Mart Wake Up? (How Strategic
Management Handled Wal-Marts Reputation)








Busi ness Ethics, Law, and Sustainabil ity 12

Course Code
MM7006
Credit Hours
3 SKS
EMBA PROGRAM
Course Title Business Ethics Course
Module 2: Sun, 26 Jan 2014 Reputation Risk and IPR
08:00 11:00 Sessions 1& 2 (STD)
1. Topic: How an organizations behavior affects reputation
2. Issues covered: Business ethics and public relations
3. Activity: Syndicate preparation and presentations followed by a
large group discussion
4. Cases: H.B. Fuller in Honduras, The Tyenol Crises
<http://www.personal.psu.edu/users/w/x/wxk116/tylenol/crisis.htm
l>, Sidoarjo Mud Flow
5. Guidance: Having seen the results of the different responses
toacrises by HB Fuller and J ohnson & J ohnson, what would you do
if you were the owners of PT Lapindo Brantas?
11:00 11:15 Break
11:15 12:45

Session 3 (AW)
1. Topic: Trust and Stakeholder Theory/Corporate Social
Responsibility
2. Issues covered: -
3. Reading: (1) Rethinking the Social Responsibility of Business
http://www.reason.com/news/show/32239.html, The Social
Responsibility of Business is to Increase its Profits, A Stakeholder
Theory of the Modern Corporation: Kantian Capitalism
4. Activity: Overview in class, syndicate preparation, followed by a
large group discussion
5. Case: Merck & Co. A (9-991-021)
6. Guidance: -
7. Handout: Merck & Co. B (9-991-022)
12:45 13:45 Lunch
13:45 15:15 Session 4 (AW)
1. Topic : Good Corporate Governance in State Owned Enterprises
2. Issues Covered : Managing Shareholder Value and
Stakeholders Expectation, Privatization and Rightsizing
3. Reading : Indonesian State Owned Enterprises The Challenge
of Reform (Wicaksono, 2008 at Southeast Asian Affairs)
4. Activity : Overview in class and syndicate discussion
5. Case : Temasek Holdings and Khazanah Nasional Berhad
6. Guidance : Participants get the overview on GCG in SOEs and
privatization, discuss the benchmark in Singapore and Malaysia
15:15 15:30 Break
15.30 17.00 Session 5 (AW)
Guest Lecturer: RJ Lino (CEO of Indonesian Port Corporation)
Corporate Governance at State-Owned Enterprise: Managing
Shareholders and Stakeholders at IPC

Sat, 1 Feb
2014
Mid-Term Examination (STD)

Busi ness Ethics, Law, and Sustainabil ity 13
Course Code
MM7006
Credit Hours
3 SKS
BLEMBA PROGRAM

Course Title Business Ethics and Law Course
Module 4: Fri, 7 Feb 2014 Critical Issues in Business Law (AWR/LS)
08:00 09:30


Session 1 (AWR)
1. Topic: Introduction of Business Law
2. Issues covered: International legal system, Indonesia legal
system, international comparative law, the scope Business Law,
and legal subjects
3. Source of Reading:
a. Prof. Mr. Dr. Sudargo Gautama (2006), Indonesian Business
Law, Citra Aditya Bakti, Bandung, Indonesia.
b. Ray August (2004), International Business Law, Pearson
Education Inc, New J ersey, USA.
c. Walter Woon (2000), Basic Business Law in Singapore,
Prentice Hall-Pearson Education AsiaPte. Ltd, Singapore.
d. Robert W. Emerson (2004), Business Law, Barrons
Educational Series, Inc., New York, USA.
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: The Indonesian court system,
governing law,legal jurisdiction, absolute and relative
competency of law.
7. Handout:Introduction of Business Law
09:30 09:45 Break
09:45 11:15 Session 2 (AWR)
1. Topic: Contracts Law (I)
2. Issues covered: The formation of the Contract, the offering and
acceptance, the validity of a contract, rights and obligations, how
to make your contract become effective.
3. Source of Reading: The same reading materials as Session 1
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: The structure of a contract,
breach of contract, force majeure, etc.
7. Handout: Contract Law
11:15 12:45 Lunch and Friday Praying
12:45 14:15 Session 3 (AWR)
1. Topic: Contracts Law (II)
2. Issues covered: Torts / Perbuatan Melawan Hukum
3. Source of Reading:
a. same reading materials as Session 1
b. Article 1365 KUH- Perdata
c. Emily Finch and Stefan Fafinski (2007), Tort Law, Pearson
Education Limited, England.
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: The difference between
breach of contract and a tort, and articles 1365 KUH-Perdata.
7. Handout: Contract Law
Busi ness Ethics, Law, and Sustainabil ity 14
14:15 15.45 Session 4 (LS)
1. Topic: Corporate Crimes
2. Issues covered: Several types of Crime outside KUHP. Who is
responsible?
3. Source of Reading:
a. Indonesia Limited Liability Company (UU-PT No.40/2007)
b. Indonesia Capital Market Law (UU No.8/1995)
c. Yuridis Normatif Kebijakan Ketentuan Pidana Diluar
KUHP, H.Budi Santoso M, Drs,SH, MH, MSi, (2009),
Widyaiswara Utama, J akarta.
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: White collar crimes in several
business sectors, i.e.: electronic information and transactions,
health sector, environment, insurance, housing & residential,
capital markets, banking, traffics and road carriers, etc.
7. Handout: Corporate Crimes
15:45 16:00 Break
16:00 17.30 Session 5 (LS)
1. Topic: Capital Market
2. Issues covered: Indonesian Capital Market Law
3. Source of Reading:
a. Indonesia Limited Liability Company (UU-PT No.40/2007)
b. Indonesia Capital Market Law (UU No.8/1995), etc.
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: Insider trading, conflict of
interest, material transactions, disclosures of information, etc.
7. Handout: Indonesian Capital Market Law

Course Code
MM7006
Credit Hours
3 SKS
BLEMBA PROGRAM

Course Title Business Ethics and Law Course
Module 5: Sat, 8 Feb 2014 Critical Issues in Business Law (AWR/LS)
08:00 09:30 Session 1 (LS)
1. Topic: Legal Aspect in a Large Project Financing
2. Issues covered: Risks mitigation for project financing
3. Source of Reading: Financing Large Project (Prentice Hall,
Pearson Education Asia Pte. Ltd, 2003)
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: What is project financing?
The legal matters, including: risk sharing, project agreement and
documents, contract negotiation stages, shareholders agreement,
guarantee, etc.
7. Handout: Legal Aspect in a Large Project Financing
09:30 09:45 Break
09:45 11:15 Session 2 (LS)
1. Topic: Antitrust Law
2. Issues covered: Indonesia business competition law
Busi ness Ethics, Law, and Sustainabil ity 15
3. Reading:
a. Indonesia Business Competition Law (UU No. 5/199)
b. Overview on Business Competition Policy at
www.kppu.go.id the Commission for the Supervision of
Business Competition (KPPU)
4. Activity: Lecturing and discussion
5. Case: KPPU examination on several companies in Indonesia
6. Guiding questions for discussion: The scope of antitrust law in
Indonesia.
7. Handout: Antitrust Law
11:15 12:45 Session 3 (LS)
1. Topic: Investment and Trading Law
2. Issues covered: WTO, the 1994-GATT, multilateral trade
agreements, UN-Convention on CISG, passing of risks, remedies,
multinational organization, and Indonesia investment law.
3. Source of Reading:
a. Ray August (2004), International Business Law, Pearson
Education Inc, New J ersey, USA. Chapter 4, 5, 7 and 10.
b. Indonesia Investment Law (UU No. 25/2007)
c. Presidential Regulation No. 76/2007 and No. 77/2007
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: Nondiscrimination,
protection through tariffs. The restriction, the negative lists,
closed and opened sectors according to Indonesia Investment
Law.
7. Handout: Investment and Trading Law
12:45 13:45 Lunch
13.45 15.15 Session 4 (AWR)
1. Topic: Manpower and Industrial Relationship
2. Issues covered: Indonesian Labor law and International Labor
Law, workers human right, employment process.
3. Reading:
a. Indonesia Labor Law (UU No. 13/2003)
b. Industrial Relation Dispute Settlement Law (UU
No.2/2004)
c. Ray August (2004), International Business Law, Pearson
Education Inc, New J ersey, USA. Chapter 8 - Services
and Labor.
4. Activity: Lecturing and discussion
5. Case: Practical examples
6. Guiding questions for discussion: The employment law, the
scope of dispute in industrial relation covered by PHI, about
labor union, the process of dispute settlement.
7. Handout: Labor Law and Industrial Relations
15:15 15:30 Break
15.30 17.00 Session 5 (AWR)
1. Topic: Dispute Resolution
2. Issues covered: The court settlement and the out-of-court
settlement, the stages of dispute settlements
3. Source of Reading:
Busi ness Ethics, Law, and Sustainabil ity 16
a. Indonesia Arbitrage Law (UU No.30/1999)
b. Indonesia Civil Procedural Law (KUH-Acara Perdata)
c. Foreign Arbitrage Rules (International Center for the
Settlement of Investment Dispute ICSID, International
Chambers of Commerce ICC, Uncitral Arbitration Rules)
d. Ray August (2004), International Business Law, Pearson
Education Inc, New J ersey, USA. Chapter 3 Dispute
Settlement.
4. Activity: Lecturing and discussion
5. Case: Practical examples.
6. Guiding questions for discussion: Indonesia court system,
choice of law, law jurisdiction, personal jurisdiction, subject
matters jurisdiction, arbitral clause, arbitration agreement.
7. Handout: Dispute Resolution

Course Code
MM7006
Credit Hours
3 SKS
BLEMBA PROGRAM
Course Title Business Ethics and Law Course
Module 6: Sun, 9 Feb 2014 Corporate Governance & Corruption Issues (LJS)
08:00 09:30 Session 1: (LJ S)
1. Topic: Indonesian Corporate Law
2. Issues Covered:
a. Characters of corporation as a legal body in Indonesian
Corporate Law.
b. Board duties and liabilities in Indonesian corporate law and its
comparation to Common Law (USA).
c. Other aspects of Indonesian Corporate Law
3. Reading:
a. Henry Hansmann and Reiner Kraakman (2004), What is
Corporate Law, in Reiner Kraakman, et.al. (2004), Anatomy
of Corporate Law, Oxford: OxfordUniversity Press;
b. Managerial duties and Liabilities, HBS 9-395-244;
c. Undang-Undang No. 40 tahun 2007, tentang Perseroan
Terbatas (Indonesian Corporate Law);
d. Robert W. Hamilton (5
th
Edition, 2000), The Law of
Corporation,St. Paul, Minnesota: West Group.
4. Activity: Lecture & discussion
5. Guiding questions for discussion:
a. Whatis the legal obligation of corporate directors and
commissaries
b. What is the difference with the obligation of their colleagues
in USA
09:30 09:45 Break
09:45 11:15 Session 2: (LJ S)
1. Topic: Good Corporate Governance in Indonesian context
2. Issues Covered:
a. Principle of corporate governance
b. Corporate governance framework
c. GCG and enforcement
3. Reading:
a. OECD (2004), OECD Principles of Corporate Governance,
Busi ness Ethics, Law, and Sustainabil ity 17
Paris;
b. Komite Nasional Kebijakan Governance (2007), Indonesian
Code of Corporate Governance, J akarta;
c. Thomas Clarke (2005),Introduction: Theory of Governanc
Reconceptualizing Corporate Governance Theory After the
Enron Experience, in Thomas Clarke, editor (2005), Theories
of Corporate Governance-the Philosophical Foundation of
Corporate Governance, New York: Routhledge;
d. J ohn L. Colley J r. et al.(2003), Corporate Governance, New
York: McGraw Hill;
e. Ira Millstein,Shri G.N. Bajpai and Erik Berglof & Stijn
Claessen (2005), Enforcement and Corporate Governance:
Three Views, New York: IBRD - The World Bank.
4. Activity: Lecture and discussion
5. Case: Bank Global, J akarta
6. Guiding question for discussion
a. What is Good Corproate Governance (GCG)?
b. Why should corporation implement GCG?
c. What is the relation of GCG and businessethics?
11:15 12:45 Session 3: (LJ S)
1. Topic: Implementing Good Corporate Governance
2. Issues Covered:
a. GCG implementation framework
b. GCG implementation road map
c. GCG implementation in Indonesia
3. Reading: same reading materials as session 2
4. Activity: Lecture and case discussion
5. Case: Case examples of GCG implementation in Indonesia
6. Guiding question for discussion:
a. Why GCG implementation matters for Indonesia?
b. What is the benefit of implementing GCG for a corporation?
c. If I were a Director, what should I do to implement GCG in
my company?
12:45 13:45 Lunch
13.45 15.15 Session 4: (LJ S)
1. Topic: IndonesianAntiCorruption Law
2. Issues Covered:
a. Corruption according Indonesian Anti Corruption Law
b. Gratification, gift or bribery?
3. Reading:
a. United Nation Convention Against Corruption;
b. Politics, Legal Systems and Corruption in Indonesia(Insead
202-040-5);
c. Undang-Undang Tindak Pidana Korupsi (UU no.228/1999;
UU no.31/1999; UU no.20/2001 and UU no.7/2006);
d. Komisi Pemberantasan Korupsi, (2ed, 2006), Memahami
Untuk Membasmi, J akarta;
4. Activity: Lecture and case discussion
5. Case: Case from KPK
6. Guiding question for discussion
a. What does corruption mean legally?
Busi ness Ethics, Law, and Sustainabil ity 18
b. What is the different between gift and bribe?
c. If an employee of a private corporation commits a misconduct
or corruption, can the corporation sue him using Anti
Corruption Law?
15:15 15:30 Break
15.30 17.00 Session 5: (LJ S)
1. Topic: Corruption Prevention Activities
2. Issues Covered:
a. Corporate Code of Ethics / Code of Conduct
b. Whistleblowing System
c. Indonesian Ombudsman Law
3. Reading:
a. Steven R. Barth (2003), Corporate Ethics: the Business Code
of Conduct for Ethical Employees, Aspatore;
b. Komite Nasional Kebijakan Governance, Pedoman Sistem
Pelanggaran Pelaporan SPP (Whistleblowing System
WBS), J akarta, 2008
c. Indonesian Ombudsman Law Undang-Undang No.37 tahun
2008 tentang Ombudsman Republik Indonesia
4. Activity: Lecture and case discussion
5. Case: Case examples : implementation of ethics program

Sat, 15 Feb
2014
Final Examination (STD)