The Institute of Company Secretaries of India (ICSI) recently published a comprehensive study titled "Governance, Risk Management, Compliances and Ethics," which aims to provide an in-depth understanding of these critical aspects of the corporate world.
Corporate governance encompasses a broad scope, including both social and institutional aspects. It offers a comprehensive, interdisciplinary approach to the management and control of companies, bringing together contributions from accounting, finance, law, and management. Corporate professionals must continually imbibe the evolving principles of good corporate governance across the globe.
Risk is inherent in every business, and effective risk management is crucial for achieving success and maintaining resilience across various domains. Governance plays a fundamental role in risk management, including systems, structures, and culture that dictate decision-making processes and management practices within organizations. The function of governance is crucial in the identification, assessment, and mitigation of risks across different contexts.
Compliance involves adhering to laws, regulations, guidelines, and specifications relevant to the business. It ensures that the organization operates within the legal frameworks and maintains standards set by regulatory bodies. A robust compliance program is essential for mitigating risks and promoting ethical conduct within the organization.
Ethics in business refers to the application of moral principles in decision-making processes. It involves distinguishing between right and wrong and choosing to do what is right. Sustainability focuses on meeting the needs of the present without compromising the ability of future generations to meet their own needs. Integrating ethics and sustainability into corporate strategies is vital for long-term success and building a responsible future.
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June 2025 Professional Programme
Elective Paper
1. What is Corporate Governance and why is it important?
Answer: Corporate Governance refers to the system of rules, practices, and processes by which a company is directed and controlled. It ensures accountability, fairness, and transparency in a company’s relationship with its stakeholders, including shareholders, employees, customers, and the community. Good governance leads to better decision-making, risk management, and long-term sustainability.
2. What are the key principles of Corporate Governance?
Answer: The key principles of corporate governance include:
- Accountability – Ensuring management is accountable to stakeholders.
- Transparency – Open disclosure of financial and operational information.
- Fairness – Equal treatment of all shareholders and stakeholders.
- Responsibility – Ethical behaviour and compliance with laws and regulations.
- Risk Management – Identifying and mitigating risks effectively.
3. What is Risk Management and why is it crucial in business?
Answer: Risk Management is the process of identifying, assessing, and mitigating potential risks that could negatively impact a business. It is crucial because it helps organizations avoid financial losses, reputational damage, legal liabilities, and operational disruptions. Effective risk management enhances decision-making and business resilience.
4. What are the different types of business risks?
Answer: The main types of business risks include:
- Strategic Risk – Risks related to business strategy and market competition.
- Operational Risk – Risks from internal processes, systems, and people.
- Financial Risk – Risks related to cash flow, investments, and credit.
- Compliance Risk – Risks arising from non-compliance with laws and regulations.
- Reputational Risk – Risks affecting brand image and public perception.
5. How does Compliance help in corporate governance?
Answer: Compliance ensures that businesses adhere to laws, regulations, and ethical standards set by regulatory authorities. It prevents legal penalties, fines, and reputational damage. A strong compliance program ensures companies operate within legal frameworks, protecting stakeholders’ interests and promoting ethical business practices.
6. What are the consequences of non-compliance in an organization?
Answer: Non-compliance can result in:
- Legal penalties, fines, and lawsuits.
- Loss of business licenses or certifications.
- Damage to reputation and loss of customer trust.
- Financial losses due to fraud or mismanagement.
- Increased regulatory scrutiny and oversight.
7. What is the role of ethics in corporate governance?
Answer: Ethics in corporate governance ensures that businesses operate with integrity, honesty, and responsibility. Ethical governance leads to fair decision-making, prevents corruption, and builds stakeholder trust. Companies with strong ethical foundations are more sustainable and resilient in the long run.
8. What is the difference between Governance and Compliance?
Answer:
- Governance refers to the framework of rules, policies, and processes by which an organization is managed and controlled. It focuses on leadership, decision-making, and accountability.
- Compliance ensures that organizations follow legal and regulatory requirements. It focuses on adhering to external and internal rules to avoid penalties and legal issues.
9. How can companies promote ethical behaviour among employees?
Answer: Companies can promote behaviour by:
- Implementing a strong Code of Conduct.
- Providing ethics training and awareness programs.
- Encouraging whistleblower protection for reporting misconduct.
- Establishing clear policies on conflicts of interest and corporate responsibility.
- Rewarding ethical behaviour and punishing unethical actions.
10. What are the global standards and frameworks for Governance and Risk Management?
Answer: Some widely recognized global standards and frameworks include:
- OECD Principles of Corporate Governance – International guidelines for governance best practices.
- ISO 31000 – Standard for risk management.
- COSO Framework – Framework for enterprise risk management (ERM).
- Sarbanes-Oxley Act (SOX) – US regulation for financial transparency and governance.
- SEBI LODR Regulations – Indian governance guidelines for listed companies.
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