Accountability of Managers and Stockholders Defining and Enforcing Managers Duties

ACCOUNTABILITY OF MANAGERS AND
STOCKHOLDERS:
DEFINING AND ENFORCING
MANAGERS DUTIES
DEFINING AND ENFORCING
MANAGERS DUTIES
 The manager is an employee who is responsible for planning,
directing and overseeing the operations and fiscal health of a
business unit, division, department, or an operating unit within
an organization. The manager is responsible for overseeing and
leading the work of a group of people in many instances.
 Manager Job Responsibilities:
 Ensures a safe, secure, and legal work environment. Develops
growth opportunities. Accomplishes staff results by
communicating job expectations; planning, monitoring, and
appraising job results. Coaches, counsels, and disciplines
employees.
 Managers are also held accountable for getting the employees on their team to
perform at a high level of productivity, which necessitates stimulating and inspiring
them. Motivating workers involves providing them with work that they find
meaningful and consequential.
 Communicating Clearly
 Communication is a key factor in achieving results and providing motivation, and
miscommunication can cause costly mistakes from both a financial and a human
resources perspective. Managers are responsible for communicating goals,
objectives, expected conduct and other information to employees, as well as
coaching and providing discipline. Another component of communication involves
knowing the correct methods of communicating. For example, disciplinary action
and other sensitive issues should always be handled face-to-face. On the other
hand, email and memos are often utilized to provide detailed information or
document meetings.
 Resolving Conflicts
 Work conflict is unavoidable and may be the result of a several factors, including a
lack of chemistry among employees or a disagreement regarding roles and
responsibilities. However, when these issues cannot be resolved, it is the
manager’s job to step in and handle the conflict
BASIC FUNCTIONS OF MANAGERS
 Planning
 Organizing
 Staffing
 Leading
 controlling
MINTZBERG’S SET OF TEN ROLES
SKILLS NEEDED BY MANAGER
MECHANISMS OF
STOCKHOLDER’S
ACCOUNTABILITY

THREE KEY FEATURES:
 It is external
 It involves social interaction and change
 It implies rights of authority
 FOUR CORE COMPONETS OF ACCOUNTABILITY IN CORPORATE

GOVERNANCE
 Transparency
 Answerability or justification
 Compliance
 Enforcement or sanctions
VERTICAL ACCOUNTABILITY
 Refers to mechanisms in which citizens
and their associations can directly hold
the powerful to account,such as through
elections in which voters select
representatives and also hold
incumbents to account.
HORIZONTAL
ACCOUNTABILITY
refers to inter-institutional mechanisms or
checks and balances.
CODE OF CONDUCT AT INFOSYS
HONEST AND ETHICAL CONDUCT
it shall be the first and foremost duty of every director and senior manager to
act in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct. as members of the infosys family, let us
follow not only the letter of the code, but its intent and spirit as well. this
means we should: • understand the areas covered by the code, company
policies and procedures, and laws that apply to our job. • follow the legal
requirements of all locations where we do business. • conduct ourselves in
ways that are consistent with the code, company policies and procedures, and
laws. • speak up if we have concerns or suspect violations of the code,
company policies and procedures, or laws. • when requested, certify that we
have reviewed, understand and agree to follow the code. • understand that
following the code is a mandatory part of our job.
the code cannot address every situation that may occur. we are expected to
exercise good judgment and ask questions when we need guidance or
clarification. many resources are available to assist us. these include our
managers, the office of integrity and compliance, human resources, legal
department, the helpline, and other resources listed at the end of the code. in
addition to the code, we should also be aware of all company policies and
procedures applicable to our work. you may refer to the policy portal which is a
MANAGEMENT AUDIT
 Importance of Management Audit
 Management audit, as its name signifies, attempts to evaluate the
performance of various management processes and functions. It is an
audit to examine, review and appraise the various policies and actions
of the management on the basis of certain objectives standards
 It usually involves the following steps:
 1. Identification of the objectives of the organisation. Sometimes the
objectives are stated in specific terms but in most cases they remain
undefined. It is important that the objectives are clearly perceived and
identified.
 2. The overall objectives of the organisation are to be broken up into
detailed targets and plans for various segments.
 3. The organisational structure is to be reviewed to assess whether it
can effectively fulfil the overall objectives and the detailed targets. If
possible, specific responsibility centres may be identified in the
organisation.
ROLE OF REGULATOR ON
MANAGERS
 Regulatory agencies implement and enforce laws enacted by
legislatures. They implement laws by the regulation making
process. Agencies affect the daily operations of all businesses.
They are unique government entities because they are
empowered with legislative, executive, and judicial functions.
 SECURITIES AND EXCHANGE COMMISSION(SEC)
 The Securities and Exchange Commission (SEC) is responsible for
overseeing the securities markets and protecting investors.
 The SEC can bring only civil actions against lawbreakers, but
works with the Justice Department on criminal cases.
INITIATIVES BY MINISTRY OF
CORPORATE AFFAIRS
 The Ministry of Corporate
Affairs functions with
the vision of being the
facilitator of world-
class corporate governance.
Its mission is to: Transform
the regulatory environment
for easy compliance.
Balance competing interests
of various stakeholders.
PRIMARY RESPONSIBILITIES
 Apart from the regulation of corporate affairs, the Ministry is involved

in:
 Administering the Competition Act of 2002 to prevent practices that
adversely affect competition, promote and sustain competition in
markets, and to safeguard consumer interests through the
Commission established under the Act.
 Supervising the three professional bodies, namely the Institute of
Chartered Accountants of India (ICAI), Institute of Company
Secretaries of India (ICSI), and the Institute of Cost Accountants of
India (ICAI), established under the different Acts of Parliament.
 Executing the functions of the Central Government with respect to the
administration of Partnership Act, 1932, the Companies (Donations
to National Funds) Act, 1951 and the Societies Registration Act, 1980.
INSTITUTION AND SYSTEMS
BUILDING
 INDIAN INSTITUTE OF CORPORATE AFFAIRS
 The Indian Institute of Corporate Affairs is an subordinate office
under the aegis of Ministry of Corporate Affairs, Government of
India. Handling and dealing with various subjects, matters and
affairs in the arena and spectrum of corporate affairs regulation,
governance and policy.
 COMPETITION COMMISSION OF INDIA
 Competition Commission of India is a statutory body of the
Government of India responsible for enforcing The Competition
Act, 2002 throughout India and to prevent activities that have an
appreciable adverse effect on competition in India. It was
established on 14 October 2003.
NATIONAL FOUNDATION OF CORPORATE
GOVERNANCE
 National Foundation for
Corporate Governance
(NFCG) has been established
by the Ministry of Corporate
Affairs in partnership with CII,
ICSI, ICAI, ICWAI and NSE to
function as the National Apex
platform for promotion of
good Corporate Governance
(CG) practices in India
ROLE OF SEBI IN CORPORATE
MANAGEMENT
 SEBI sets governance standards in which the securities market must
operate, protecting the rights of issuers and investors. SEBI has power
to investigate circumstances where the market or its players have
been harmed and can enforce governance standards with directives.
 Founded in 1988, the Securities and Exchange Board of India (SEBI)
has the role to protect investors and regulate the financial
market.
 SEBI initiatives in corporate governance are based on the Securities
and Exchange Board of India Act and aim to prevent fraudulent
practices. The organization is responsible for enforcing rules and
regulations to promote orderly development in the stock market. As an
investor, you must comply with these rules and follow the code of
conduct.
CORPORATE LIABILITY
 Corporate liability is the extent to which a corporation is

responsible for the actions of employees. There are two types:
strict liability and vicarious liability. a CEO is responsible for
his employee's actions even though they were not meant to be
criminal acts.
 CRIMINAL SANCTIONS INCLUDE:
 Imprisonment
 Fines
 Community service orders
 CIVIL LAW
 With the lower burden of proof and better case management tools
 But there is little moral condemnation and no real deterrent effect.

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ACCOUNTABILITY OF MANAGERS AND

 FOUR CORE COMPONETS OF ACCOUNTABILITY IN CORPORATE

 Apart from the regulation of corporate affairs, the Ministry is involved

 Corporate liability is the extent to which a corporation is

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