GGBERMIC Module
GGBERMIC Module
GGBERMIC Module
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Foreword
This course will let students learn what an enterprise risk management framework entails, such
as in risk assessment, and the key control principles practiced in organizations. It will also
discuss business ethical standards and the key business ethics programs found in organizations.
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Table of Contents
Page #:
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Module 10: RISK MANAGEMENT
FINAL ASSESSMENT
References
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Module 1:
INTRODUCTION TO CORPORATE GOVERNANCE
LEARNING OBJECTIVES
After completing this chapter, one will be able to do the following:
✓ Describe what governance involves
✓ Enumerate the different contexts in which governance can be applied
✓ Name and explain the characteristics of good governance
✓ Explain the meaning, purpose and objectives of corporate governance
✓ Know and describe the principles of effective corporate governance
✓ Understand how the principles of good corporate governance can be applied
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SALIENT POINTS FOR DISCUSSION
✓ What is Governance?
▪ This refers to a process whereby elements in the society wield power, authority and
influence and enact policies and decisions concerning public life and social
upliftment.
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QUESTIONS TO PONDER
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Module 2:
CORPORATE GOVERNANCE RESPONSIBILITIES &
ACCOUNTABILITIES
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
✓ Explain the relevance of good governance to both large publicly-listed companies and
SMEs
✓ Know the relationship between shareholders or owners and other stakeholder
✓ Identify the parties involved in Corporate Governance
✓ Describe the respective broad rate and specific responsibilities of the different parties in
corporate setting
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SALIENT POINTS FOR DISCUSSION
It is important to recognize that good governance that good corporate governance is based on
principles underpinned by consensus and continually developing notions of good practice. There
is no absolute rules which must be adopted by all the organizations. There is no simple universal
formula for good governance. Instead emphasis is many localities, has been encourage
organizations to give appropriate attention to the principles and adopt approaches which are
tailored to the specific needs of an organization at a given point in time.
In this module, the following will be identified:
✓ Relationship between shareholders / owner(s) and other stakeholders
✓ Parties involved in corporate governance including their roles and specific responsibilities
▪ Shareholders
▪ Board of Directors
▪ Non-executive or Independent Directors
▪ Management
▪ Audit Committees of the Board of Directors
▪ Regulators (BOA and SEC)
▪ External Auditors
▪ Internal Auditors
QUESTIONS TO PONDER
1. What is the formula to good governance?
2. Who are the parties involved in corporate governance and what are their roles and
specific responsibilities?
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Module 3:
SECURITIES AND EXCHANGE COMMISSION CODE OF
CORPORATE GOVERNANCE
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
✓ Understand the need for the Code of Governance for publicly-listed companies.
✓ Know the sixteen governance responsibilities of the Board of Directors of publicly-listef
companies.
✓ Explain the meaning of “comply and explain” approach
✓ Describe the three aspects of the Code namely:
o Principles
o Recommendations
o Explanations
✓ Know what constitutes a competent board and how can it be established
✓ Understand the composition, functions and responsibilities of the board committees that
can be established such as the:
o Audit Committee
o Corporate Governance Committee
o Board Risk Oversight Committee
o Related Party Transaction Committee
✓ Know how the directors can show full commitment to the company
✓ Understand how independence and objectivity of the board can be reinforced and
enhanced
✓ Describe how the performance and effectiveness of the board can be assessed.
✓ Understand how ethical behavior of the board can be strengthened.
✓ Describe how the company disclosure policies and procedures can be enhanced
✓ Understand how the company could increase focus on non-financial and sustainability
reporting
✓ Explain how integrity, transparency and proper governance a company could be ensured
through effective internal control system and enterprise risk management framework.
✓ Describe briefly how synergic relationship with shareholders could be cultivated and
promoted.
✓ Explain how the rights of stakeholders could be respected and how to institute effective
redness for the violation of their rights.
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SALIENT POINTS FOR DISCUSSION
On November 10, 2016, the Securities and Exchange Commission approved the Code of Corporate
Governance for publicly-listed companies. Its goals is to help companies develop and sustain an
ethical corporate culture and keep abreast with the recent developments in corporate governance.
One of its salient provisions is for publicly-listed companies to establish a code of business conduct
and submit a new manual on Corporate Governance that would “provide standards for professional
and ethical behavior as well as articulate acceptable and unacceptable conduct and practices”.
The Code of Corporate Governance for Publicly-Listed Companies are as follows:
➢ Introduction
This includes how the code is explained and arrange for comprehension of the
readers. It also includes the following terms defined for purposes of understanding.
▪ Corporate Governance
▪ Board of Directors
▪ Management
▪ Independent Director
▪ Executive Director
▪ Non-executive Director
▪ Conglomerate
▪ Internal Control
▪ Enterprise Risk Management
▪ Related Party
▪ Related Party Transactions
▪ Stakeholders
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▪ Principle 11 – Promoting a Comprehensive and Cost-Efficient Access to
Relevant Information
QUESTIONS TO PONDER
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Module 4:
INTRODUCTION TO BUSINESS ETHICS
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
✓ Define “Ethics”
✓ Enumerate and describe the basic characteristics and values associated with ethical
behavior
✓ Appreciate why ethical behavior in personal, professional and business dealings is
necessary
✓ Understand the reasons why people act unethically
✓ Give and explain the categories of ethical principles
✓ Give and describe the ethical principles related to:
➢ Personal Ethics
➢ Professional Ethics
➢ Business Ethics
✓ Explain why professional ethics is important and why a code of conduct should be adopted
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SALIENT POINTS FOR DISCUSSION
Ethics can be defined broadly as a set of moral principles or values that govern the actions
and decisions of an individual or group.
There are different Characteristics and Values associated with Ethical Behavior and they are
as follows:
➢ Loyalty (Fidelity) and Confidentiality
➢ Fairness and Opennes
➢ Respect for Others
➢ Integrity
➢ Caring for Others
➢ Honesty
➢ Trustworthiness and Promise Keeping
➢ Responsible Citizenship
➢ Accountability
➢ Pursuit of Excellence
All the recognized professions have several common characteristics. The most important
among these are as follows:
➢ A responsibility to serve the public
➢ A complex body of knowledge
➢ Standards of Admission to the Profession
➢ A need for public confidence
Code of Good Governance for the Profession in the Philippines (E.O. No. 220, June 23,
2020)
The Code is adopted by PRC and 42 Professional Regulatory Boards to cover an environment
of good governance in which all Filipino professionals shall perform their tasks. While each
profession may adopt and enforce each own code of good governance and code which covers
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the common principles underlying the codes of various professions could be used by all
professionals who face critical ethical questions in work.
QUESTIONS TO PONDER
1. What is Ethics?
2. Differentiate the Characteristics and Values associated with Ethical Behavior.
3. Is ethics necessary? Why?
4. Why do people act unethically?
5. What are the categories of ethical principles?
6. Why is professional conduct important?
7. Differentiate the specific principle of professional conduct?
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Module 5:
BUSINESS ETHICS
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
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SALIENT POINTS FOR DISCUSSION
Business Ethics refers to standards of moral conduct, behavior and judgement in business. It
involves making the moral and right decisions while engaging in such business activities as
manufacturing and selling a product and providing a service to customers. It is an area of
corporate responsibility where businesses are legally bound and socially obligated to conduct
business in an ethical manner. Business Ethics is based on personal values and standards of
each person engaged in business.
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QUESTIONS TO PONDER
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Module 6:
BUSINESS ETHICS
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
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SALIENT POINTS FOR DISCUSSION
Unethical Problems in business ethics occur in many forms and types. The most common of
these unethical practices of business establishments are:
• Misrepresentation may be classified into two types: direct misrepresentation and
indirect misrepresentation.
• Direct misrepresentation is characterized by actively misrepresenting about the
product or customers. This includes:
o Deceptive packaging - takes many forms and is of many types.
o Misbranding or Mislabeling - the practice of making false statements on the
label of a product or making its container similar to a well-known product for
the purpose of deceiving the customer as to the quality and/or quantity of the
product being sold.
o False or Misleading Advertising. Advertising serves a useful purpose if it
conveys the right information.
o Adulteration - the unethical practice of debasing a pure or genuine commodity
by imitating or counterfeiting it, by adding something to increase its bulk or
volume, or by substituting an inferior product for a superior one for the purpose
of profit or gain.
o Weight understatement or Short weighing. In short weighing, the mechanism
of the weighing scale is tampered with or something is unobtrusively attached
to it so that the scale registers more than the actual weight.
o Measurement understatement or Short measurement. In short measurement,
the measuring stick or standard is shorter than the real length or smaller in
volume than the standard.
o Quantity understatement or Short numbering. In this unethical practice, the
seller gives the customer less than the number asked for or paid for.
o Indirect Misrepresentation is characterized by omitting adverse or unfavorable
information about the product or service.
o Caveat emptor is a practice very common among salesmen. Translated, caveat
emptor means “let the buyer beware”. Under this concept, the seller is not
obligated to reveal any defect in the product or service he is selling. It is the
responsibility of the customer to determine for himself the defects of the
product.
o Deliberate Withholding of Information. Following the argument that caveat
emptor is unethical, the deliberate withholding of significant information in a
business transaction, is also unethical. No business transaction is fair where
one of the parties does not exactly know what he is giving away or receiving
in return.
o Passive deception. Direct misrepresentation gives business a bad name while
indirect misrepresentation or passive deception is not as obvious, it nonetheless
contributes to the impression that businessmen are liars and are out to make a
fast buck.
o Over-persuasion - Persuasion is the process of appealing to the emotions of a
prospective customer and urging him to buy an item of merchandise he needs.
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Corporate Ethics
Unethical Practices of Board of Directors
• Plain Graft
• Interlocking Directorship
• Insider Trading
• Negligence of Duty
QUESTIONS TO PONDER
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REQUIRED READING/s and OTHER LEARNING RESOURCES
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Module 7:
ETHICAL DILEMMA
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
✓ Explain what ethical dilemma is.
✓ Describe the steps in resolving ethical dilemma.
✓ Apply the steps in resolving ethical dilemma.
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SALIENT POINTS FOR DISCUSSION
An ethical dilemma is a situation a person faces in which a decision must be made about the
appropriate behavior.
QUESTIONS TO PONDER
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Module 8:
ADVOCACY AGAINST CORRUPTION
LEARNING OBJECTIVES
After completing this module, one will be able to do the following:
✓ Understand what corruption is.
✓ Know how corruption may look like.
✓ Know why and how does a person become corrupt.
✓ Explain the ill effects of corruption.
✓ Describe the characteristics of corruption.
✓ Learn and familiarize himself/ herself of the impact of corruption in the Philippines as well
as the efforts both of the public and private sectors to curb it.
✓ Know how corruption may be prevented.
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SALIENT POINTS FOR DISCUSSION
Corruption is the abuse of private and public office for personal gain. It includes acts of
bribery, embezzlement, nepotism, kickbacks and state capture.
CHARACTERISTICS OF CORRUPTION
1. Recipient and payers - Corruption is the abuse of entrusted power and elected authority
for private profit.
2. Extortion - They do not blame politicians and public officials for willingly accepting
bribes.
3. Lubricant of Society - Many think that paying bribes is required to ensure smoother
operation of society.
4. An Ethical Dilemma - The mere fact that both the payer and the recipient of bribes
want to keep their behavior secret (an often succeed in doing so as well) shows that
such behavior is generally considered to be improper.
5. Poverty Alleviation - The explanation that refers to individual poverty reduction is
especially given by those who have keen eye for corruption among lower operational
staff in government service, notably lower office clerks, police officers, customs
officers, the military, teachers, and admission staff in hospitals, bus ticket collectors,
car-park attendants, garbage collectors, etc., who on an operational level often have
good opportunities to extract extra income or privileges from decisions they might
take of importance to entrepreneurs and citizens.
6. Culture - Gifts are inherent to human relations and therefore present in all cultures.
7. ‘Kindness among friends’ - It is essential, whether you just want to be ‘thoughtful’, or
whether your gift is presented with a certain intention.
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o There is a high risk of encountering corruption when dealing with the customs
administration. Companies indicate that irregular bribes and payments in
import and export procedures are very common.
✓ Public Procurement
o There is a very high risk of corruption in the public procurement sector which
is subject to rampant corruption, irregularities, and inconsistent
implementation of legislation.
✓ Natural Resources
o The transparency in this sector has improved however poor regulation and
overlapping policy responsibilities between local and central governments
have meant small-scale mining is still a contentious issue.
QUESTIONS TO PONDER
1. What is corruption?
2. What are the ill effects of corruption?
3. Describe the characteristics of corruption.
4. What are the impacts of corruption in the Philippines as well as the efforts both of the
public and private sectors to curb it?
5. How is corruption may be prevented?
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References
Cabrera, Elenita Balatbat., and Cabrera, Gilbert Anthony B.. 2019-2020. CORPORATE
GOVERNANCE, BUSINESS ETHICS, RISK MANAGEMENT & INTERNAL
CONTROL. GIC ENTERPRISES & CO., INC., Manila, Philippines
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Appendix: Course Material Evaluation
Adopted: BEST PRACTICES AND SAMPLE QUESTIONS FOR COURSE EVALUATION SURVEYS. Retrieved
from https://assessment.provost.wisc.edu/best-practices-and-sample-questions-for-course-evaluation-
surveys//.
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