Both Corporate Governance and Corporate Social Responsibility ("CSR") are
western concepts and a rising and a recent topic in India. With the rise of
Brazil, China and India as leaders in the global economy and with globalization,
the need for companies to adapt to practices being followed by global companies
in the USA and UK is the need of the hour.
The concept has been present for
decades in these countries but has evolved since, making it of utmost importance
for the Indian companies to also follow in on the trend in order to be in par
with the global trends and eventually attract foreign investments. Both
corporate governance and CSR make companies more responsible and accountable to
the society that they operate in alongwith increasing transparency of their
The concept of corporate governance was introduced in India in the 90's by
Securities and Exchange Board of India ("SEBI") when it formed a committee under
the chairmanship of Kumar Mangalam Birla. The committee laid down the guidelines
making it mandatory for companies to have corporate governance in order to get
listed on the stock exchange. Corporate Governance increases the transparency of
the transactions of the organization and ensures that the investors get a fair
return on their investments. In an organization, there are the Board of
Directors consisting of the managers, executive level heads and the owners of
the company i.e. shareholders.
In other terms, Corporate Governance lays down
the responsibilities, rights and the distribution of power among them. Corporate
Governance can be referred to as the process of making the Board of Directors
responsible and answerable to the stakeholders- shareholders, employees,
investors, customers and to the society. It refers to a set of guidelines,
principles and a code of conduct which the Board of Directors shall abide with
so as to maintain the best interest of all who they are liable and answerable
to. These are the ethical practices and policies that are adopted by the
organization while dealing with the stakeholders.
Some famous Definitions:
"Corporate governance is the system by which companies are directed and
controlled." - The Cadbury Committee (U.K.)
"Corporate governance means that company managers its business in a manner that
is accountable and responsible to the shareholders. In a wider interpretation,
corporate governance includes company's accountability to shareholders and other
stakeholders such as employees, suppliers, customers and local community." - Catherwood.
Principles of Corporate Governance
Corporate Governance is carried out on the basis of the Corporate Governance
Code of the company and the guiding principles for it are:
Transparency is the foundation of corporate governance. A company shall publish
the relevant data about the company through newspapers or its annual reports
released quarterly, half yearly or annually in order to promote transparency.
Transparency refers to the accurate, timely and concise disclosure of relevant
data about the financial position, structure, administration, performance and
governance of the company.
The Board of Directors and Key Managerial Personnel are accountable as they are
answerable to the stakeholders about the usage of the resources/funds of the
company and the results fetched thereafter.
They are to disclose all the transactions and take all decisions in the best
interest of the company and its stakeholders.
The shareholders interest is to be protected by the company and the shareholders
also have a right to receive an explanation and resolve their grievance in case
their interests are at risk.
In order to yield benefits of good corporate governance, the top management
shall have full independence in taking decisions on behalf of the company.
Importance of Corporate Governance
Corporate Governance is important because it enables the two important
- Attract capital
- Perform efficiently
Investors in India suffered a lot because of bad management of the company and
the non-disclosure of the same to the shareholders which was due to lack of
adequate standards of financial reporting and accountability. Furthermore, the
grievances of the shareholders were not answered. In order to increase the
investments in Indian companies and boost the economy, it was important to
resolve the grievances and establish accountability. The introduction of
corporate governance provided the investors with a means to examine the company
before investing and keep a check on it even after investing. Corporate
Governance became increasingly important as the foreign investors usually showed
interest in well- managed companies. Infact, Foreign Institutional Investors
engaged in joint ventures with Indian companies only if they were convinced of
an adequate implementation of principles of corporate governance.
Thus, good corporate governance is considered essential to attract foreign
investments and for FDI inflow.
Corporate Social Responsibility
The concept of CSR was initially started by a few wealthy businessmen but it has
now developed as a key term in the corporate sector owing to the growing
expectations that a company must be much more than just a mere economic profit
earning unit and shall instead be a good corporate citizen contributing to the
welfare of the society and its social issues. Even the companies have realized
that in order to be successful, they not only need to be responsible for their
business activities but also act be able to bring about a change in the society
which is the key idea behind the model of CSR. CSR is therefore a
self-regulating model whereby companies are conscious of the impact they are
having on the environment, the social and economic aspects of the society and
being accountable to its stakeholders and the public in general.
According to the World Bank, "Corporate social responsibility is the commitment
of business to contribute to sustainable economic development by working with
employees, their families, the local community and society at large to improve
their lives in ways that are good for business and for development"
Categories of CSR Model
There is no exact definition of CSR as it is a broad term and can take various
forms depending upon the company and the industry. Therefore, the root idea
behind the CSR policy of each firm varies and affects different sectors of the
society in a sustainable manner.
Following are the broad categories in which the CSR initiatives can be
- Environment Responsibility
Companies irrespective of their size have large carbon footprint. Environment is
always the primary concern of the society and therefore all efforts of the
company aimed at reducing pollution, greenhouse effect, sustainable use of
natural resources, etc. are a big step towards the sustainability of the
- Philanthropic Responsibility
Businesses fulfill this by making donations usually in the form of money but
sometimes even in the form of goods and services to charities and other not for
profit organizations in support of a social cause.
- Ethical Human Rights Responsibility
By supporting causes like equal pay for all workers, fair trade practices,
advocating against child labor, etc. related causes, businesses demonstrate
their ethical human rights responsibility which basically refers to the ethical,
equal and fair treatment of the employees. This is the most famous category for
businesses in the USA.
- Economical Responsibility
By engaging in production of sustainable goods or replacing the use of harmful
products with environment-friendly products, the companies demonstrate and
fulfill their economic responsibility of a company.
An upcoming field is of volunteering which also increases the trust of people in
the company. Participating in the local causes, community events, etc. have even
lead to increase in returns to the country as this is the most active form of
Benefits for the Company
As per section 135 of the Company Act, 2013[i], a company with
Net worth of Rs.500 Crore or more, or
Turnover of Rs.1000 Crore or more, or
Net Profit of Rs.5Crore or more
during the immediately preceding financial year has to form a CSR Committee and
contribute a minimum of 2% of its average net profits made during the last 3
years towards CSR.
However, CSR has a number of benefits for the company as well. They are listed
- Strong brand image:
A well implemented CSR activity leads to a positive response to the brand image,
reputation. It also leads to an increase in sales and customer loyalty.
- Ease to raise capital
As a result of an improvement in the brand image of the company, the share price
is bound to increase which makes it easier for the firm to raise capital not
only from the stock market but also through sources.
- Less Regulatory burden
A strong and a trustworthy relation t=with the regulatory bodies often leads to
reduction of the regulatory compliances making the work of the company easier
and less time consuming.
- Cost saving
With a base of loyal customers, investors and suppliers are also happy and thus
investing in operational efficiencies can result in operational cost saving.
- Retained employees
Employees often prefer to stay in a company with a good brand image.
Relationship Between Corporate Governance And CSR
To be a good corporate citizen, a company has to be internally well governed and
externally responsible. The concept of CSR was initially just a philanthropic
and for charity. However, there has been a shift been from a charity-based model
to a stakeholder-participation based model and it is now gradually being fused
into corporate governance. The first step to CSR is the practice of corporate
governance as unless a company observes corporate governance, it is unlikely to
develop a social conscience and social awareness.
CSR and corporate governance
to some extent can be considered as the two sides of a coin since they are
interlinked but are also different in some aspects. Both CSR and corporate
governance focus on the ethical practices of the firm and its awareness and the
actions taken by it regarding both the internal and external environment.
CSR refers to the self-governing activities of the company towards the society
in which it functions, corporate governance is a form of internal regulations
imposed by the managerial department on the whole company for a smooth internal
functioning. Apart from this, both CSR and corporate governance contribute to
building the brand image of the company, having a direct impact on its efficient
In this, the role of Board of the directors and the management is especially
critical as they are the ones who have to consciously analyse their actions and
keep in mind the image that they want to present to the world as they not only
represent the company but also run it and hence have to take in comsoderation
the social and environmental concerns of the society. Companies like Infosys,
Hindustan Unilever, Cipla and Tata hold a good image in the society and rank
amongst the top companies in terms of corporate governance whereas companies
like Caf� Coffee Day, Yes Bank, Jet Airways, etc. are collapsing and have been
in the news lately for all the wrong reasons like corruption, bankruptcy, etc.
and one of the reasons is the failure of corporate governance in such companies.
Investors and the companies have realised it the hard way that the companies can
either choose to follow the social and ethical norms of the society and maintain
a good image while functioning in it or undertake the risk of making profits
with a bad reputation in the society.
Next, is the role of stakeholders, shareholders and the employees. Because of
their involvement, concepts like shareholder activism and stakeholders'
involvement has evolved. As CSR and corporate governance go hand in hand,
stakeholders have a duty to persuade the management to abide by and follow
ethical and social norms. Shareholders activism and stakeholders involvement
basically refers to the indirect control that they exercise over the actions of
the board as well as the management of the company to guide them towards
observing good corporate governance and undertake CSR.
With the mass awakening in the society, the consumers and the pressure groups
also contribute towards interlinking of corporate governance and CSR. In this
regard, the final customers usually prefer to buy from the companies who are
focusing and working towards the betterment of the society, which is encouraging
more and more companies to undertake activities of social cause, starting with
manifesting a good internal conduct and management.
Though CSR and corporate management are interlinked and similar in many a sense,
they also contradict each other in some aspects. Where corporate governance is
focused on achieving profit maximization and increased returns for its
investors, CSR is focused on taking actions for the benefits of its external
stakeholders which may at times be at the cost of profits and not desirable by
the shareholders. Thus, raising external stakeholders interest can be at the
cost of profit maximization of the shareholders. Also, it is highly likely that
the managers hired to increase the value of the firm may indulge in unethical
behaviour and be socially irresponsible.
CSR is based on the concept of self-governance related to the external
stakeholders and external regulatory mechanism whereas corporate governance is
the widest control mechanism which the company undertakes in relation to its
management decisions. Both CSR and corporate governance are the two sides of the
coin which relate to the same broader topic while having a bit of differences at
the same time.
Both CSR and corporate governance are related to the ethical
practices of the business and responsiveness of the company to both its internal
and external environment while keeping in mind the social issues or of the
society and the internal management issues at the same time. CSR and corporate
governance both result into a better image of the organization and help in
increasing its efficiency and its performance.
- Section 135 of Companies Act, 2013 http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17518