Risk,cSR, CG

8/9/2019 Risk,cSR, CG

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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

Risk,cSR, CG

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