Business Ethics and Corporate Governance

Business Ethics – Concept of ethics; Concept of business ethics; Myths about business ethics; Causes and consequences of ethical problems in business; Major theories and frameworks governing business ethics; Corporate Governance – Concept of corporate governance; Essential elements of good corporate governance; Evolution of corporate governance; Similarities and differences between business ethics and corporate governance; Significance of business ethics and corporate governance.

Recognizing an ethical issue (ethical awareness); Foundational values for identifyingethical issues: Integrity, honesty, and fairness; Concept of ethical issues and dilemmas ;Emerging ethical issues and dilemmas in business; Ethical issues in functional areas of business: Ethical issues in marketing and sales; Ethical issues in finance; Ethical issues in informational technology; Environmental ethics; Whistle blowing; Making ethics work inorganizations.

Concept of ethical decision making; Framework for ethical decision making in business: Ethical issue intensity; individual factors; organizational factors; opportunity; and business ethics intentions, behavior, and evaluations; Using the ethical decision-making model to improve ethical decisions; Normative considerations in ethical decision-making.

Theories and philosophies of corporate governance: Agency theory, transaction cost economics, stewardship theory, stakeholder theory, and resource dependency theory; Corporate governance models: Anglo-American model, German model, Japanese model, Indian model, and the Asian family-based model.

The scope of corporate governance; Role of board of directors (BOD), auditors, management team, shareholders, government and regulators, and other stakeholders incorporate governance; Corporate governance failure cases (such as Enron) and lessonsfrom them; Emerging trends in corporate governance.

Code of ethics: Concept and importance; Contents of a code of ethics; Code of conducts in Nepal: FNCCI's business code of conduct, 2061 and NBI's business code of conduct concepts, 2070; Key corporate governance provisions in prevailing Nepalese Company Act and Nepal Rastra Bank’s Unified Directives; and International standards related to business ethics and corporate governance: United Nation’s Global Compact (UNGC), SA8000, ILO standards, OECD principles of corporate governance, and ISO 37000.

Law, business ethics, corporate governance, and corporate social responsibility: similarities and differences; Concept and importance of corporate social responsibility(CSR); Major theoretical perspectives on CSR – Friedman’s shareholder theory, Freeman’s stakeholder theory, Carroll’s CSR pyramid; Elkington’s triple bottom line approach, Porter and Kramer’s creating shared value (CSV) approach; Legal provisions governing corporate social responsibility in Nepal.

Business ethics issues in Nepal; Way forward for improving ethical business practices in Nepal; Corporate governance practices in Nepalese family-owned businesses, BFIs, and other business sectors; Issues and challenges of corporate governance in Nepal; Way forward for improving corporate governance practices in Nepal.