Self-Instructional Manual (SIM) For Self-Directed Learning (SDL)

UNIVERSITY OF MINDANAO
Tagum College
Department of Business Administration Education

Human Resource Management Program
Physically Distanced but Academically Engaged
Self-Instructional Manual (SIM) for Self-Directed

Learning (SDL)
Course/Subject: BUS 1 – GOOD GOVERNANCE AND

SOCIAL RESPONSIBILITY
Name of Teacher: VIRNEX R. GIAMALON
THIS SIM/SDL MANUAL IS A DRAFT VERSION ONLY; NOT

FOR REPRODUCTION AND DISTRIBUTION OUTSIDE OF
ITS INTENDED USE. THIS IS INTENDED ONLY FOR THE
USE OF THE STUDENTS WHO ARE OFFICIALLY
ENROLLED IN THECOURSE/SUBJECT.
EXPECT REVISIONS OF THE MANUAL
1
DEPARTMENT OFBUSINESS ADMINISTRATION EDUCATION
Contact: +63995587040/+639107045559
Course Outline :BUS 1 – Good Governance and Social Responsibility
Course Facilitator: Virnex R. Giamalon

Email: virnexcaseosa@gmail.com
Student Consultation: By appointment
Mobile: +639070294505
Phone: n/a
Effectivity Date: June 2020
Mode of Delivery: Distance Education Delivery
Time Frame: 54 Hours
Student Workload: Expected Self-Directed Learning
Requisites: none
Credit: 3
Attendance Requirements: A minimum of 95% attendance is required at all
scheduled virtual or face to face sessions
Course OutlinePolicy
Areas of Concern Details

Contact and Non-contact Hours This 3-unit course self-instructional manual is
designed for distance education delivery mode of
instructional delivery with scheduled face to face or
virtual sessions. The expected number of hours will be
54 including the face to face or virtual sessions. The
face to face sessions shall include the summative
assessment tasks (exams) since this course is crucial
in the licensure examination
for teachers.
Assessment Task Submission Submission of assessment tasks shall be on 3 rd, 5th, 7 th
and 9th week of the term. The assessment paper shall
be attached with a cover page indicating the title of the
assessment task (if the task is performance), the
name of the course coordinator, date of submission
and name of the student. The document should be
emailed to the course coordinator. It is also expected
that you already paid your tuition and other fees before
the submission of the assessment task.
If the assessment task is done in real time through

the features in the Blackboard Learning Management
System, the schedule shall be arranged ahead of
time by2 the course coordinator.
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Turnitin Submission To ensure honesty and authenticity, all assessment

(if necessary) tasks are required to be submitted through Turnitin
with a maximum similarity index of 30% allowed. This
means that if your paper goes beyond 30%, the
students will either opt to redo her/his paper or
explain in writing addressed to the course coordinator
the reasons for the similarity. In addition, if the paper
has reached more than 30% similarity index, the
student may be called for a disciplinary action in
accordance with the University‟s OPM on Intellectual
and Academic Honesty.
Please note that academic dishonesty such as

cheating and commissioning other students or people
to complete the task for you have severe punishments
(reprimand, warning, expulsion).
Penalties for Late The score for an assessment item submitted after the
Assignments/Assessments designated time on the due date, without an approved
extension of time, will be reduced by 5% of the
possible maximum score for that assessment item for
each day or part day that the assessment item is late.
However, if the late submission of assessment

paper has a valid reason, a letter of explanation
should be submitted and approved by the course
coordinator. If necessary, you will also be required
to present/attach
evidences.
Return of Assignments/ Assessment tasks will be returned to you two (2)
Assessments weeks after the submission. This will be returned by
email or via Blackboard portal.
For group assessment tasks, the course coordinator

will require some or few of the students for online or
virtual sessions to ask clarificatory questions to
validate the originality of the assessment task
submitted and to
ensure that all the group members are involved.
Assignment Resubmission You should request in writing addressed to the course
coordinator his/her intention to resubmit an
assessment task. The resubmission is premised on
the student‟s failure to comply with the similarity index
and other
reasonable grounds such as academic literacy
standards or other reasonable circumstances eg.
3 accidents, financial constraints.
Illness,
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Re-marking of Assessment You should request in writing addressed to the

Papers and Appeal program coordinator your intention to appeal or
contest the score given to an assessment task. The
letter should explicitly explain the reasons/points to
contest the grade. The program coordinator shall
communicate with the students on the approval and
disapproval of the request.
If disapproved by the course coordinator, you can

elevate your case to the program head or the dean
with the original letter of request. The final decision
will
come from the dean of the college.
Grading System All culled from Quipper sessions and traditional
contact
Examinations:
1st to 3rd Exam – 30%
Final Exam – 30%
Quizzes – 10%
Assignments – 5%
Research – 15%
Oral Recitation- 10%
Submission of the final grades shall follow the

usual University system and procedures.
Preferred Referencing Style Depends on the discipline; if uncertain or inadequate,
use the general practice of the APA 6th Edition.
Student Communication You are required to create Quipper email account

which is a requirement to access the Quipper portal.
Then, the course coordinator shall enroll the students
to have access to the materials and resources of the
course. All communication formats: chat, submission
of assessment tasks, requests etc. shall be through
the portal and other university recognized platforms.
You can also meet the course coordinator in

person through the scheduled face to face
sessions to raise your issues and concerns.
For students who have not created their student email,

please contact the course coordinator or program
head.4
Contact: +63995587040/+639107045559
Contact Details of the Dean Dr. Gina Fe G. Israel

0909-994-2314
deansofficetagum@umindanao.edu.ph
Contact Details of the Program Prof. John Carlo Luzano
Head johncarloluzano@gmail.com
0935-231-7666
Students with Special Needs Students with special needs shall communicate with the
course coordinator about the nature of his or her special
needs. Depending on the nature of the need, the course
coordinator with the approval of the program coordinator may
provide alternative assessment tasks or extension of the
deadline of submission of assessment tasks. However,
thealternative
assessment tasks should still be in the service of
achieving the desired course learning outcomes.
Help Desk Contact Dean’s Office
Globe: 09158325092
deansofficetagum@umindanao.edu.ph
Business Administration Education

Globe: 09955870420
Smart: 09107045559
FB Page: UM Tagum College – DBAE
Cashiering Office
Globe: 09458941632
Smart: 09494254457
Sun: 09336032028
Records and Admission Office

Globe: 09752634831/09151825490
rac.tagum@umindanao.edu.ph
Student Accounts Office

Smart: 09075135112/09151825190
saotagum@umindanao.edu.ph
Library Contact 0927-395-1639
5
Contact: +63995587040/+639107045559
CC’s Voice: Hello prospective business practitioners! Welcome to this

course BHAR 213: Good Governance and Social
Responsibility. I am confident that you already envision
yourself as a successful business practitioner conducting
business in your own specific field of expertise. Let it be
marketing, financial or human resource management. With
so, in this course, you’ll be able to learn principles related
to good governance and later on, you’ll be able to create
your own standard of integrity and professionalism to
practice decision-making about ethical and social
responsibility issues.
CO: Before the actual endeavor and exposure in business

practice, you have to deal with several possible challenges in
the field. Every business practitioners must have a proper
fundamental knowledge on the concepts, theories, principles
and functions of ethical, social and legal issues related to
different business cases. You will be able to use the
appropriate governance principles, regulations, philosophies
and models of governance.
Let us begin!
Big Picture A
Week 1-3: Unit Learning Outcomes (ULO): At the end of the unit, you are
expected to
a. Identify the fundamental principles of corporate governance and the
implications of government regulations
b. Understand and explain the Organizations and its Political, Structural
and Economic Environment
Big Picture in Focus: ULOa. Identify the fundamental principles of

corporate governance and the implications of government regulations
.
Metalanguage
In this section, the most essential

6 terms relevant to the study of
Good Governance and to demonstrate ULOa was operationally defined
Contact: +63995587040/+639107045559
and discussed in the essential knowledge to establish a standard frame

of reference as to how the texts work in your chosen field or career. You
will encounter these terms as we go through the study of compensation
administration. Specific discussion per topic shall be provided in the later
part to help you understand more about the scope in studying this
course.
Please proceed immediately to the “Essential Knowledge” part
since the first lesson is also definition of essential terms.
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for

the first three (3) weeks of the course, you need to fully understand the
following essential knowledge that will be laid down in the succeeding
pages. Please note that you are not limited to exclusively refer to these
resources. Thus, you are expected to utilize other books, research
articles and other resources that are available in the university‟s library
e.g. ebrary, search.proquest.cometc.
1. What is Corporation? – According to the Corporation Code of the

Philippines, a Corporation is an artificialbeingcreated by operation of
law, having the right of succession and the powers, attributes and
propertiesexpresslyauthorized by law or incident to its existence. Let us
understanditsattributes one by one :
 Artificial Being - by finction of law, corporation is a
juridicialpersonwhosepersonalityisseperate and
distinct fromitsowners
 Created by operation of law – will come into existence
through charter or a grantfrom the state
 Right of succession – continue to existeven in death,
incapacity or insolvency of anystockholder or member
 Powers, attributes and properties – authorized to do
ativitieswhitiin the purpose of its existence based on
itsown traits.
2. Who are the stakeholders of a corporation? - The corporation‟s
stakeholders composes of the following:
 Management – party given the authority to implement
the policies as determined by the Board in directing
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the activities of the corporation. They are the decision
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makers.
 Creditors – party who lend to the corporation goods,
services or money. In case of liquidation, creditors
are given the first priority for payment.
 Shareholders – people who invest their capital in the
corporation. Shareholders are part-owner of the
entity.
 Employees – people who contribute their skills,
abilities and ingenuity to the corporation.
 Client – considered to be the very reason for the
existence of the corporation. Clients are costumers
or the buyers.
 Government – has several interest. Corporation
provides taxes, jobs and they lessen the duty and
responsibility of the government.
 Public – the citizens. The result of responsible or
irresponsible conduct of corporation affects the
public in so many ways. Eg. Environment or
diseases.
3. Purposes Of A Corporation
 Early Stage Survival – for an entity that just started,
the main objective would be survival. Aim fro the
basic and gain momentum
 Increase Profit – corporate executives and hired
managers are the stockholder‟s agents and should
operate in the interest of their stockholders.
 Offer vital services to the general public – it‟s hard for
the government to offer all to the public.
 Offer goods and services to the market– not only
generate profit but also to provide services to the
masses.
4. Shareholder, Bondholders and BOD
 Shareholder – artificial or natural persons that are
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legally regarded as owners of the corporation.
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Stockholders are bestowed with special privileges

depending on the class of their stockholdings. Rights
may include:
i. Right to vote on matters such as elections of
the BOD
ii. The right to propose shareholder resolutions
iii. The right to receive dividends
iv. Pre-emption right or the right to purchase
new shares
v. The right to liquidating dividends
 Bondholders – person or entity that is a holder of a
currently outstanding bond. A bond is a certificate of
indebtedness. The holder has complete authority to
manage that bond in a way that is advantageous to
him.
 Board of Directors – collegial body that exercises the
corporate powers of all corporation formed. They are
formed by the stockholders. They conduct business
and controls and holds all the assets. The duties of
BOD includes:
i. Governing the organization by establishing
board policies and objectives (investment
policies, diversification of policies, etc.)
ii. Selecting, appointing, supporting and
reviewing the performance of the chief
executive.
iii. Ensuring the availability of adequate financial
resources (survival, ensure that the
corporation is financially healthy and make
funds available for operation)
iv. Approving annual budgets (for the purpose of

organizational programs and plans into
9 terms)
financial
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v. Accounting to the stakeholders the

organization‟s performance (inform
stakeholders the accomplishment, long-term
plans, investments and audited financial
statement)
5. Multinational and Transnational Corporations – International corporations
have several categories depending on the business structure, investment
and product/service offering.
 Multinational corporations (MNC) have investment in other
countries but do not have coordinated product offerings in
each country. They are more focused on adapting their
products and service in each local market. Example are,
Uniliver, Proctor and Gamble, Mcdonald‟s and 7/11.
 Transnational corporations (TNC) are enterprises which own
or control production or service facilities outside the country
where they are based. These companies may have a global
headquarters, but they also distribute decision-making power
to various national headquarters Examples are Shell,
Accenture, Deloitte and Roche.
6. Corporate Governance – The definition of corporate governance are the
following:
 Process and structure used to direct and manage the
business and affairs of the company towards enhancing
business prosperity and corporate accountability
 Joint responsibility imposed on the BOD and management to
protect shareholders right and enhance shareholder‟s value
 System whereby shareholders, creditors and other
stakeholders of a corporation ensure that management
enhances the value of the corporation as it competes
 Concerned on holding the balance between economic and
social goals and between individual common goal. Efficient
use of resources and equally require accountability.
 Process and structure by which companies are directed and
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controlled. Good governance helps company operate more
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efficiently, mitigate risks and safeguard against

mismanagement and improve access to capital that will fuel
their growth.
 Good governance contributes to development. Better
stakeholder relationship help companies address
environmental protection, social and labor issues.
 In short good governance, it is the process of running the
corporation which the management consider as ETHICAL
and MOST BENEFICIAL to all stakeholders.
7. Fundamental Objectives Of Corporate Governance
 Improve shareholder‟s value – it can be increased by having
pre-commitment to create better relationship with primary
stakeholders like customers, employees, suppliers and
communities. A good relations can lead to increase I the
wealth of shareholder since it can help the firm expand and
develop intangibles which the firm could capitalize on to
become a source of their competitive advantage.
 Conscious consideration of the interest of other stakeholders -
8. What Good Governance Promotes
 Transparency – the aim includes maintaining stakeholder‟s
confidence. Failure in transparency issues could lead to many
things like discouraging investors and other uncomfortable
scenarios for the company. Lack of dedication to corporate
governance policies especially linked to transparency will
make stakeholders think that the leadership is not at its
highest level of truthfulness.
 Accountability – refers to the recognition and assumption of
responsibility for the decisions, policies, actions, governance,
administration and implementation of programs of the
corporation. This means that the corporation must (1) Set
policy based on a comprehensive and balanced
understanding and response to stakeholders„ issues and
concerns, (2) Set goals and standards and (3) disclose
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credible information about strategy, goals, standards and
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performance.
 Prudence – means caution, care and good judgment, as well
as wisdom in looking ahead. Should take caution on good
planning and management of resources and finances of the
organization.
9. Benefits Of Good Governance
 Reduced Vulnerability – adapting good governance leads to
an improved system of internal control.
 Marketability – embracing good governance can also play a
role of enhancing the corporate value of the companies.
Make it more attractive in open market that will make more
alliances when needed.
 Credibility – companies with good governance will not need
to sell themselves to investors. When a company is credible,
investor‟s trust comes next.
 Valuation – 84% of global investors are willing to pay a
higher price or a premium for shares of a well-governed
company. Increases the n0n-financial value of the
enterprise.
10. Agency Problem In Corporations
 In big companies, we always have the separation of owners
and managers. Separation of stockholders and
management have advantages. But, it brings problems, if
the managers‟ and owners‟ objectives are not the same and
whether management really acts in the best interest of its
owners.
 Agency Relationship and Costs – refers to the costs of the
conflict on interest between stockholders and management.
Agency costs are occurred when (1) managers do not
attempt to maximize firm value and (2) shareholders incur
costs to monitor the managers and influence their actions.
(purchase of luxurious and unneeded cars or jets. Or paying
outside auditors to asses the accuracy of financial
12
statement. )
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 Goals of Financial Management – the goal is to make

money or add value for the owners. Managers would tend to
maximize the amount of resources over which they have
control or more generally corporate power or wealth. The
financial goal could lead to overemphasis to protect
manager‟s job security. Management may dislike
interference in the conduct of the financial goal.
 Do managers act in the stockholders’ interest – Act in the
best interest of stockholders depends on two factors (1) how
closely are management goals aligned with stockholders
goals? (2) can management be replaced if they do not
pursue stockholder‟s goals?
 Managerial Compensation– management usually have
significant economic incentive to increase share value. (Eg.
Managers are given options to buy stock to motivate
employees). Managers with better performance in the firm
will tend to be promoted. Those who are successful in
pursuing stockholder goals can reap enormous rewards.
 Control of the firm – control ultimately rests with
stockholders. They elect BOD who in turn hire or fire
management. Mechanism used to remove management is
through “proxy fight”.
 Stakeholders – can also attempt to exert control over the
firm, perhaps to the detriment of the owners.
11. Whatis a Regulation? - is an official rule or lawthatsays how
somethingshouldbedone. Action imposing sanctions or penalties to the
extentpermitted by law.
Self-Help: You can also refer to the sources below to help you further
understand the lesson:
*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good

Governance & Social Responsibility. Manila. DomDane Pub.
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Let’s Check
Assignment Exercise 1.Nowthatyouknowthemostessentialtermsinthestudy of
Introduction of Corporation and Governance. Let us try to check your
understanding of these terms. In the space provided, write the term/s being
asked in the followingstatements:
1. This attribute of corporation sates that, despite of incapacity, death, or
insolvency of any stockholder member, the corporation continues to exists.
________________
2. Who has the authority to implement the rules and regulations determined by
the board of directors in line with the operation of the business
___________________.
3. Among the stakeholders, this one invests capital for the corporation
________________.
4. It is the ingenious way of acquiring profit without individual responsibility
according to Ambroce Bierce.
5. He said that the corporation‟s social responsibility is to increase its profit
______________
6. Refers to the artificial or natural persons who are considered as the owners
of the corporation ___________________
7. Under the corporation code, they are the collegial body who exercises the
corporate powers _________________________.
8. This refers to the system in management where the creditors, stakeholders
and other shareholders of a corporation make sure that the management
increases the value of the corporation _______________.
9. This refers to the responsibility of the corporation that all information be
opened and made known to all stakeholders _________________.
10. This means the assumption or recognition of responsibility for action,
policies, decision, governance, the administration and implementation of
plans and programs ____________.
Let’s Analyze
Research Activity 1.Getting acquainted with the essential terms in the
introduction of Corporation and Corporate Governance, I will require you to
conduct your own research. Discuss your answer in the blank spaces provided.
14
This activity will be rated based on the following rubrics:
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CATEGORY 4 3 2 1
Information
Information
clearly relates Information
clearly relates
to the main clearly relates
to the main Information
topic. It to the topic.
Quality of topic. It has little or
includes No details
information provides 1-2 nothing to do
several and/or
supporting with the topic.
supporting examples are
details and/or
details and/or given.
examples
examples
Information is
very organized Information is
Information is
with well- organized Information is
organized but,
constructed with well- not organized
Organization paragraphs
both constructed and not well-
are not well-
paragraphs paragraphs constructed
constructed
and sub- only
headings
All sources All sources
Some sources
All sources are are accurately
are not
are accurately accurately documented
Sources accurately
documented in documented but many are
documented
APA format but few are in not in APA
or not at all
APA format format
Research is
Thorough and legitimate applied and is
legitimate scholarly loosely
Little research
scholarly research is applied
is applied
research is clear and is throughout
Research /sources may
clear and is applied written
be limited or
applied throughout report/sources
questionable
throughout the the written may be limited
written report report or
questionable
No Almost no A few Many
grammatical, grammatical, grammatical, grammatical,
Grammar spelling or spelling or spelling or spelling or
punctuation punctuation punctuation punctuation
errors errors errors errors
1. Look for the World Council for Corporate Governance and elaborate what
happened on the 2005 London declaration.
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Contact: +63995587040/+639107045559
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2. What are the mission, vision and objectives of World Council for Corporate
Governance?
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Contact: +63995587040/+639107045559
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Reference:
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In a Nutshell
Based from the definition of the most essential terms in the study of
human resource management exercises that you have done, please feel free to
write your arguments or lessons learned below. I have indicated my arguments
or lessons learned.
1. A corporation is a separate entity from its incorporators.

2. The management and board of directors in the corporation plays
different roles.
Your Turn
1.
2.
Q and A List
In this section, you may list down all emerging questions or issues to help you in your
review of concepts and essential knowledge. Answers will be specifically tackled in
the scheduled video conferencing.
18
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Do you have questions or clarifications?
Questions/Issues Answer
1.
2.
3.
4.
5.
Big Picture in Focus: ULOb. Understand and explain the Organizations and its
Political, Structural and Economic Environment
.
Metalanguage
In this section, the most essential terms relevant to the study of Good
Governance and to demonstrate ULOa19 was operationally defined and
discussed in the essential knowledge to establish a standard frame of
Contact: +63995587040/+639107045559
reference as to how the texts work in your chosen field or career. You will
encounter these terms as we go through the study of compensation
administration. Specific discussion per topic shall be provided in the later part
to help you understand more about the scope in studying this course.
Please proceed immediately to the “Essential Knowledge” part since the
first lesson is also definition of essential terms.
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for the first
three (3) weeks of the course, you need to fully understand the following
essential knowledge that will be laid down in the succeeding pages. Please
note that you are not limited to exclusively refer to these resources. Thus, you
are expected to utilize other books, research articles and other resources that
are available in the university‟s library e.g. ebrary, search.proquest.cometc.
1. Organizational Theory - Learning the organizational theory is useful to the

people who manages the organization, or even those who are just working for a
company. It enables leaders to understand what and why certain things happens and
sees the organization as a whole. Since organizations are large and naturally,
complex with inter-related areas that are linked and coordinated. Drucker suggests
three criteria for effective organizations:
i. They must be organized for business performance

ii. Their structure should contain the least number of m anagement
levels
iii. Organizational structure should facilitate training and testing of
future organizational leaders
1. Organizational Structure – means that the link and pattern of relationship among
positions in the organizations and among its members. This would make sure of the
division of work and chain of command in the organization. The structure would also
create coordination of work for the achievement of organizational objectives. The
purpose of the organizational structure are as follows:
i. Gives clear accountability for work taken by a group or
individual
ii. Coordination of different functions or departments
iii. Effectiveness of organizational performance
20
iv. To be able to monitor actions taken by the organization
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v. Respond with flexibility on changing environmental factors

vi. Social satisfaction of members
2. Types of Organizational Structure
i. Functional – finance, personnel and contracting are examples of
this type of structure that is grouped according to major functions
in the organization. The advantage of this structure is, it
increases coordination of groups of employees basing on their
technical skills. Disadvantage is it promotes sectional interests
and conflict.
ii. Product/service – a structure that is grouped according to
service or product provided example, a hospital into pediatrics,
surgical or orthopedic. Advantage of this kind of structure is it
increases adaptability to service that requires technical
knowledge. However, it might encourage conflict.
iii. Geographical – Basing on areas, regions or district authorities
kind of structure. Example of which are Davao Region, Tagum
Campus. Advantages of this structure is that, it is more
responsive to locality issues and cultural laws. Disadvantage is it
can lead to conflicts by localities.
iv. Divisional – organizational structure that is based on services
and/or functionality and/or geography. Examples are planning
department at main office. This kind of structure promotes
strategic control and suited for companies with international
locations.
v. Matrix – Organizational structure created based on the projects
and functions. This is a more complex kind of structure that
combines vertical and lateral functions. This also emphasizes
that all projects to be made are equally important however, there
is potential conflict between functional leader and project leaders
in relation to managing of resources.
3. Levels of Organization – there are three levels of organization classified as:
i. Technical Level – this level is more focused on defined,
specific tasks
ii. Managerial Level 21
– concerned with the integration of work and
coordination at the technical level.
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iii. Community Level – focused on institutional decision making

that includes broad objectives and work of the organization as
a whole.
4. Areas of Government Regulation of Business relevant to the existence of Business
 The State will take charge of Economic Activity
 Imposition of Legal and Administrative Barriers
5. Areas of Government Regulation of Business relevant to the conduct of Business

 Advertising – the government is monitoring advertising of companies to
protect consumer‟s right to honest and credible products. This includes the
packaging and labeling requirements.
 Employment and Labor – Employees of any companies must be protected in
terms of benefits, wages, working conditions and occupational safety
compliance.
 Environmental – As part of good governance, businesses must adhere to
laws protecting and securing our environment. The DENR is the government
agency who sees to it that companies are compliant to environmental laws.
 Privacy – Data privacy act ensure proper collection and consented usage of
the data of any employee or companies. There are various personal
information that needs to be safe-kept by the companies like personal history,
bank accounts or address.
 Safety and Health – When employees are at the workplace, the companies
must ensure safety among its employees and meet specific working
standards. In accordance to the law, workplaces must be sanitary, hazard
free for employees.
6. Contemporary Social Issues – all corporations has to deal with problems and issues
from time to time whether related to the operation or not. Below are some of the
contemporary issues that corporation‟s major concerns:
 Environmental Issues – There are a lot of pressure groups
checking on corporation‟s actions that could affect nature and
contributes to the current environmental problems. Examples
are irresponsible mining, deforestation and irresponsible
disposal of wastes.
22
 Global Issues – globalization is one current issue a corporation
Contact: +63995587040/+639107045559
is facing. We are bound to increase and compete in a global

market due to globalization. Some critics note that
globalization could lead to exploitation of a country‟s workers
and abuse in human rights may arise.
 Technological Issues – Advancement of the technology is
continuous and will not stop soon. Companies have to adapt
and use technology on its operations or else they would not be
able to cope with the competition. However, technology must
be used responsibly since it can open an avenue for abuse
especially for the security of confidential information.
7. Ethical behavior in the Enterprise – corporation must also look into its ethics and how
they are meeting the stakeholder‟s demands to enhance its chance for success.
Listed below are some criteria for an ethical business practice:
 Character – is about our actions when no one is looking.

Character is viewed as our way of living, thinking and acting on
good acts.
 Ethics – set of acceptable right conduct in the face of society.
 Integrity – Refers to organization‟s ability to be sincere and
honest. When organization has integrity that would mean that
they can be trusted.
 Laws – Our laws are created to have peace and order in our
community. These are series of rules and regulations that
organizations must adhere into. When they violate any law,
that would conclude the organization is not ethical.
 Morals - set of rules that the society‟s judgment is based.
Morals are more universal, examples are the forbidding of
homicide.
 Values – these are customs, acts and institutions that a group
of people regard in a favorable way.
8. Role of Government in Business – Some says that the parameters set by the
government obstruct companies to perform into its full capability. Example is the view
of critics with regards to free market. Others say that the „free market‟ is not free at all
23
and has so many regulations. It is a continued debate and somehow it is focused on
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the roles of the government perform. The companies enjoys its freedom in the
economy but still under supervision of the government.
 Consumer Protection - the government and its agencies
protects consumer from products that are harmful and penalize
violators. Vendors should be recognized and guarantee
products that adhere to standards. Many food for example has
no display of nutritional content on the packaging that is a
clear violation of consumer‟s right.
 Contract enforcement – when organizations decided to make a
deal with certain stakeholders, the government make sure it is
met and cleared. The legal system enforcement of the
government is one way to guarantee enforcement of such
contracts.
 Employee protection – to guarantee regular employment,
minimum wages and prohibition of sexual harassment among
employees are examples of government role in the
businesses.
 Environmental Protection – the government regulates industry
and hereby protects the public and the environment.
 Investor Protection – as part of the company‟s responsibilities
is to be transparent on the financial situation and the truth on
where the investments went. The government mandates
companies through yearly submission of reports to Securities
and Exchange Commission.
 Permission – Businesses should be recognized by the
government and all its actions to be legitimate. They should be
registered and operate based on the approved licenses and
permits.
 Taxation – all kinds of businesses and its income are taxed as
part of the government budgets. Taxes also help companies
since they also uses public facilities like roads and bridges.
9. Income and Wealth Distribution - this is defined as how a nation‟s total economy is
dispersed among its population. It is a vital issue economists and business owners
24
considers in creating a corporation. Distribution of wealth is a comparison of the
Contact: +63995587040/+639107045559
wealth of various members or groups in a society.
10. Major Causes of Economic Inequality – there are various reasons why there is no
equal distribution of wealth among the country‟s population that includes:
 Culture and Religion – cultural differences between races,
educational achievement gap and racism are attributed
causes. In many countries, wealth-acquiring behavior are
discouraged and certain ethnics minorities like the natives are
more likely poorer than others.
 Development – some theorists claim that level of economic
inequality is also results from stages of development. A
country with more capital having more wealthy income is due
to its development. Development also favors those who have
accessibility to capital because they are most prepared and
eventually increases the situation to their advantage.
 Diversity of Choices – individuals in a certain society is
influenced by its community on risk absorption capabilities.
Some individuals has an option between working harder and to
earn more money or enjoying leisure time. Equally capable
individuals with identical earning potential mostly have different
choices. This would25 lead to economic inequality.
Contact: +63995587040/+639107045559
 Education – Those who are unable to afford proper education

usually receives lower wages compared to those with
education. Economists says that many countries are
experiencing inequality in wealth distribution is because of the
highly increasing demand on skilled workers in high tech
industries.
 Globalization – refer to progression by which the worlds are
unified into a single society and function. It is said to support
productivity of countries and cash flow into developing
countries.
 Inflation – inflation contributes to inequality in wealth
distribution in a sense that inflation of money supply is a
coercive measure who favors those individual who already
have earning capacity. Disfavoring those with fixed income
thus aggravating inequality.
 Labor Market – differences in supply and demand for different
types of work causes inequality and also due to modern
market economies‟ determination of wages. Ideally, workers‟
wages will not be controlled by the labor or employer but rather
dictated by the market, which is not the case. The demand of
labor cannot afford to provide price below what the market is
offering and might endanger quality of workforce.
 Wealth Condensation – based on theories, new wealth is
acquired by individuals who are already wealthy. Those who
have the means to invest can easily create wealth and in long
term can contribute to inequality in the society.

26
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Let’s Check
Assignment Exercise 1.Nowthatyouknowthefunctions and responsibilities of
Human Resource Management, let us try to check your understanding of these
terms. In the space provided, separate if it is a function, skill or
responsibility.
1 – 5 Foundation from which ethical business can be built
6-10 Causes of Economic Inequality
11-13 issues in Corporate Governance
14-15 Involvement of government that highlights its function on regulation and protection of
the public
27
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Let’s Analyze
Research Activity 1.True or False.
1. The primary source of managerial „cluelessness‟ are personality

disorder and IQ.
2. The explosive technological and social changes of recent years have
simplified lives and our understanding of the world.
3. Modern organizations rely too much on an artistic approach to
management and little on an engineering approach.
4. Customers are so used to misleading advertising that is does not
infuriate them.
5. Sponsors of advertisements aimed that children must be especially
careful to avoid misleading messages.
6. An individual‟s moral values and central, value-related attitude clearly
influence one‟s business behavior.
7. A personnel manager of a large company would agree that the ethical
company can easily attract good people.
8. Customers can‟t find out which firms are acting responsibly and who do
not.
9. Awareness of businesses‟ social responsibilities has increased along

with government involvement.
10. In support of their position, proponents of socioeconomic model argue
that businesses should be allowed to ignore social issues.
In a Nutshell
or lessons learned.
1. Another contemporary issue we face nowadays is the emergence of

COVID-19 virus that affects the economy greatly which can be
6
classified as a global issue already.
2
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2. When recognized by the government, the corporations has freedom on

its operations but still under the authority of the government to protect
stakeholder‟s right.
Your Turn
1.
2.
Q and A List
1.
2.
6
2
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3.
4.
5.
Big Picture B
expected to
a. Learn the Internal and External Institutions and the Influences of

Corporate Governance
b. Understand the different models of Corporate Governance
Big Picture in Focus: ULOa. Learn the Internal and External Institutions and the
Influences of Corporate Governance
Metalanguage
In this section, the most essential terms relevant to the study of

curriculum and to demonstrate ULOa was operationally defined and
administration. Specific discussion per
6 topic shall be provided in the later part
to help you understand more about the2 scope in studying this course.
Contact: +63995587040/+639107045559

Essential Knowledge

pages. Please note that you are not limited to exclusively refer to the
these resources. Thus, you are expected to utilize other books, research
1. Corporate Governance in the Philippines
 Corporate Governance is established to make managements
more accountable on their actions and to make their auditors
more precise in auditing financial aspect of the company.
Moreover, it requires a legal framework that should be
enforced fairly. The government agencies specifically the
Securities and Exchange Commission released a circular
entitled Code of Corporate Governance with resolution No.
135 dated April 4, 2002 that aims to support corporate
governance improvement that will raise stakeholders
confidence, enhance the capital market and aid attain high
sustainable growth among all industries. The released code
prescribed the Board of Directors to be mainly responsible
for the governance of the corporation and establish the
vision, mission, strategic objectives, policies and procedure
that guide and direct the company‟s activities.
2. Internal Foundation of Corporate Governance – the following are
the group of people responsible for the adherence of the
corporation to good governance:
6
 Board of Directors – they are appointed and voted group of
2
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people from the shareholders who will hand in hand oversee

the operational and managerial facet of the corporation.
i. Authority, Responsibility and Purpose of BOD –
protect resources and the company entrusted to
them by all shareholders and make sure that the
shareholders will later on receive the return of
their investments every year. They are the top
governing authority within the corporation. It is
their duty to select the management team who
act the day to day operations, evaluate the
performance and approve plans, financial reports
and so on.
ii. Structure and makeup of BOD – they are made
up of men and women who are elected by the
shareholders. Oftentimes, the BOD have a
vested interest at the company or works as part
of the management team. Some BOD members
are external individuals who are known for their
expertise for the industry.
iii. Committees on the Board of Directors – most
corporation has two committees: audit and
compensation committee. Audit committee
checks the statements and reports related to
financial aspect while compensation committee
decides for the stock options, base
compensation and incentive bonuses of
management team including CFO and CEO.
iv. Ownership Structure and Its Impact on the Board
of Directors – it is difficult for the BOD to act
when there is an existing one large shareholder.
That person has a big impact on every BODs
decisions. He can appeal and sometimes, able to
control the corporation. However, if there is no
controlling6 shareholder, the BODs can protect
2
the corporation at all times.
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 Chief Executive Officer – The CEO is a member of the

management who are separate from the BODs. The
management team are selected by the BODs and the CEO is
one of them. As a CEO, he or she is accountable for acting
on the strategic plans and policies established by the BOD
and present reports and performance to the board. A CEO
must have the capabilities to balance all internal and external
innovation to bring together a sustainable organization.
Moreover, a CEO has the responsibilities of:
i. Support the board by giving them data about the
current status of the operations and advices to
ensure productivity.
ii. Carry out the programs, product and services
iii. Look into the risk, financial and tax management
iv. Manages the human resources and makes sure
they perform to the best of their abilities
v. Become a public image for the corporation and
create positive image to the stakeholders
 Chief Financial Officer – A chief financial officer is not just a
mere accountant of financial genius. A CFO is beyond
financial reports and spending the organizational resources
but, has the following critical responsibilities:
i. Implement internal control that will give
supervision against any non-conformity to the
policies.
ii. Handles and supervises major impact projects
iii. Build relationship and connection among
financing sources like banks and other financial
institutions
iv. provide the management team with financial
advices
v. Drives major strategic issues like acquisition
strategy or seeking investments
vi. 6 financial risks for the corporation
Foresee any
2
vii. Works hand in hand with the BOD, CEO, audit
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committee and internal/external auditors.

viii. An objective arbitrator who should be trusted
adviser in relation with financial compliance
 Shareholders – are the individuals who were given the rights
and responsibilities as owners of share of the corporation.
Shareholders have the right to gain income from the
company‟s income called „dividend‟. They also have the right
to transfer and sell their shares without consent from other
shareholders. And most importantly, they have the right to
vote for the Board of Directors who will represent them. The
rights of a shareholder also includes:
i. Ensure that to obligation to provide information to
shareholders does not detract from the
company‟s ability to compete in its marketplace.
ii. Make sure that their right to attempt to influence
the company does not translate into behavior
that will paralyze and detrimental to the
company.
3. External Environment of Corporate Governance
 Auditors – they are external institutions separate from the
corporation who keeps the public records precise,
compelling to standards and taxes paid on time. They
also analyze the data of the corporation for the entities
such as investors, clients, other companies and most
importantly for the government.
 Legal environment – the corporation is also concerned
with the legal aspects and must know the laws of the
home country, the laws of the foreign markets (if they
also operate internationally) and to the International law.
 Markets – There are three central points in market
namely – the firm‟s product market, capital market and
the managerial labor market. Each corporation must
know these markets to thrive, grow, diversify, retain in the
6
competition or expand.
2
 Other external factors
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i. Political Environment – the politics in your area

also affects both internal and external status of
the corporation. Different leaders has different
views and expect changes.
ii. Technological Environment – To move forward,
the corporation must adapt to latest trends in
technology.
iii. Social Environment – the general behavior of the
community you are in affects the long-term
existence of your corporation.
4. Shareholders‟ imposable limitations
 Through classes of stocks - the corporation has various
types of shares with varying rights and conditions also.
i. Ordinary shares – these are shares with highest
gains and highest risk also. These shares are
known to obtain no special rights or limits.
ii. Preference shares - these shares has fixed
dividends and that would mean that the
shareholder will not enjoy any increase in
income. When the corporation decided to file for
bankruptcy, they are most likely to be repaid the
nominal value only.
iii. Cumulative preference shares – from the word
itself, „cumulative‟, these shares has the rights of
not be paid for one year and to be carried to
succeeding years.
iv. Redeemable shares – this is the only share that
has an agreement of being able to be brought
again by the company on specific dates.
 Supermajority – refers to the percentage of ownership
that is way above the simple majority. Example, one half
or one share of the total share outstanding. Supermajority
might be needed to ensure the corporation‟s independent
survival. 6
2
 Shareholder Voting Agreement – this is a legal contract
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among shareholders that involves the voting shares.

These agreement covers how members of the BOD be
selected and occasionally covers major corporate events
such as mergers and acquisition. Violators will be sued or
voting rights be disqualified.
 Shareholder-Management Agreements – every
corporation has their own articles of incorporation that
protects shareholders with their rights on their
investments. The main features of a shareholders‟
agreement are as follows:
i. Board appointment rights – shareholders has the
right for representation on the company‟s board
of directors. Minority shareholder may look for on
board to kept them updated will all matters
discussed during meetings.
ii. Veto rights – is the right of shareholders to
overturn decisions. This is a document with the
list of things the board cannot decide without the
consent of the shareholders.
iii. Adoption and amendment of business plans and
budgets – this certain agreement may give a
right to the individual shareholders or their
appointed directors of a process for adopting and
amending business plans and budgets to make
sure they are properly represented in the
process.
iv. Scope of business – written in the articles of
incorporation, this right of the shareholders
provide them the ability to change the nature of
the business or initiate amendment attempts.
v. Intellectual property rights – when a shareholder
contributes to a creation of any innovation,
shareholders has the right for trademark, patent,
copyrights6 to give them ownership rights and
2
license.
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vi. Right to information – they are allowed to have

copy of reports, financial accounts, cashflows
and so on to be able to closely monitor the status
of the corporation.
vii. Warranties from the management team – these
are series of statements about the company that
is expected by the shareholders to be accurate
and true.
viii. Strategic investor rights – the shareholder
agreement may give them rights to negotiate
terms covering secondary commercial
agreements like giving a shareholder first right of
refusal on business contracts. The company
must also be transparent and shareholders must
be informed in any possible investments of the
company.
ix. Restriction on transfer of shares – shareholders
must be keen on making sure that the
management team also holds on their shares.
Some agreements allow management team to
transfer shares.
x. Restrictive covenants – the management team
as hired employees are not allowed to negotiate
and solicit to customers and employees. As part
of their employment contracts, covenants that
will be beneficial for the shareholders must come
first and the management team must be
comfortable with it.
xi. Exit provisions – to protect shareholder‟s right,
there are provisions written in charter of
incorporation to encourage or facilitate
shareholder‟s realization of investments. This is
important to shareholders who are cannot control
exit provisions.
6 No institutional investor should
2
invest a great amount in any company without
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protecting himself with contractual rights written

in shareholder‟s agreement.
5. Behavioral Management Theory – this also called the „human
relations‟ theory because it answers the questions on human
dimension of work and better understanding on human behavior
at work. Especially topics related to motivation, group dynamics,
conflict and productivity.
 Elton Mayo – together with this team who conducted their
research at Hawthorne Works of the Western Electric
Company in Chicago, year 1924, they were able to apply
classical management theories and came as part of the
Hawthorne studies. They discovered that employee‟s
productivity is affected by the lighting levels, until certain
point that they were not able to see what they are doing
that declines their performance. However, other
researchers from Harvard contradicted the Hawthorne
theory since they believed that employee‟s productivity is
not based on lighting but on supervisory arrangement.
Employees displayed increased productivity because
they are being observed which is called, “Hawthorne
Effect”. In conclusion, Hawthorne studies contributed to
the human relations aspect of management. This
principle in human motivation helped change theories
and certain practices in management.
 Abraham Maslow- As discussed on the previous
chapters, Abraham Maslow developed the need theory
that focuses on motivation based on the human needs.
His theories are under these assumptions:
i. Human needs are and will never be
completely satisfied.
ii. Human behavior is purposeful and is
motivated by satisfaction of his needs.
 Human needs are broken down into hierarchy into five
specific areas: 6
2
i. Physiological Needs – these needs are
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necessary need people must have to be

able to survive like clothing, food and
drink.
ii. Safety needs – basic security, protection,
freedom from fear, security of tenure.
iii. Belonging and love needs – after the
need for safety is satisfied, the need for
belongingness and love emerges. As an
individual, we seek for a meaningful
relationship to another individual or group
of people.
iv. Esteem Needs - This need includes
development of self-confidence and the
need for achievement, fame, glory and
reputation.
v. Self-actualization – Assuming that all the
previous needs in the hierarchy are
satisfied, an individual feel a need to find
his main purpose of existence.
 Douglas McGregor – McGregor was influenced by the
Hawthorne studies and Maslow. He started to believe
that there are two kinds of managers that exist in every
organization. He believed that these kinds of managers
can create self-fulfilling prophecies, that through their
actions, these managers can create situations where
their subordinates act in ways that confirm the manager‟s
original perception.
i. Theory X – this manager has a negative
perception on employees. He believed
that employees are naturally lazy,
untrustworthy and incapable of handling
responsibilities.
ii. Theory Y – Meanwhile, this manager
6
believes that employees are trustworthy,
2
has high motivation and can perform
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assigned tasks and responsibilities.

 Frederick Herzberg- written the book entitled „The
Motivation to Work‟ published on 1959. Herzberg said
that motivation is divided into two factors, which is also
called the factor theory. His research aims to determine
work situations where the subjects are highly motivated
and satisfied rather than where the opposite was true and
his research was later paired with many studies with
boarder sampling as participants. Herzberg splits the
factors of motivation as follows:
i. Hygiene Factors (leading to
dissatisfaction) – company policy,
relationship to the boss, work conditions,
supervisions, salary and relationship with
peers.
ii. Motivators (leading to satisfaction) –
recognition, the work itself, achievement,
responsibility, growth and advancement.

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Internal and External
Institutions and the Influences of Corporate Governance, let us try to check your
understanding on the various objectives of the induction process. Write your answer on
the space provided.
1. The body of elected or appointed shareholders who jointly oversee the

activities and the overall managerial operational aspects of the corporation
6
_______________. 2
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2. Usually the singular organizational position that is principally accountable in

carrying out strategic policies and procedure as established by the board of
directors. _______________.
3. Collective term of a group of people considered owners of the corporation
___________.
4. This is one of the items under external environment of governance that is
considered as the most feared disciplinarian by companies.
______________.
5. One of the most important institutions of governance which job help ensures
that firms run efficiently by keeping public records accurate, adhering to
standards of reporting it to public. __________________.
6. The term given to a majority that is way beyond ordinary majority.
____________.
7. Theorists who said that there are two factors that motivates employees at
work namely as hygiene and motivators. _______________.
8. This kind of stock has an agreement that companies can purchase them
back ________________.
9. This refers to the right to overturn the decisions reached by the board of
directors. __________________.
10. A function of CFO which covers administration of cash flows and overhead
expenses _________________________.
Let’s Analyze
introduction of Human Resource Management, I will not require you to conduct
your own research. Discuss your answer in the blank spaces provided. This
activity will be rated based on the following rubrics:
CATEGORY 4 3 2 1
6
2
Contact: +63995587040/+639107045559
Information
Information
clearly relates
includes No details
several and/or
details and/or
examples
examples
Information is
Information is
organized but,
are not well-
constructed
and sub- only
headings
Some sources
are not
Sources accurately
documented
or not at all
APA format format
Research is
Little research
is applied
be limited or
questionable
questionable
1. Research for the profile of the Board of Directors of the University of

Mindanao.
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2. Elaborate what would happen if the shareholders do not have their rights to
protect them.
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Reference:
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2
Contact: +63995587040/+639107045559
In a Nutshell
Based from the definition of the most essential terms in the study of human
resource management exercises that you have done, please feel free to write your
arguments or lessons learned below. I have indicated my arguments or lessons
learned.
1) The board of directors are selected individual from the shareholders

while the management team (CFO, CEO) are hired by the BODs to
carry out their plans and operation of the corporation.
2) Various theories related to behavioral management changes the
perception of leaders as to motivation and productivity of employees.
Your Turn
1.
2.
Q and A List
6
2
Contact: +63995587040/+639107045559
1.
2.
3.
4.
5.
Big Picture in Focus: ULOb. Understand the different models of Corporate Governance
Metalanguage
In this section, the essential terms relevant to the study of compensation

administration and to demonstrate ULOb was operationally defined and discussed in
the essential knowledge to establish a standard frame of reference as to how the
texts work in your chosen field or career. You will encounter these terms as we go
through the study of compensation administration. Specific discussion per topic shall
be provided in the later part to help you understand more about the scope in
studying this course. 6
2
Contact: +63995587040/+639107045559
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for the first
three weeks of the course, you need to fully understand the following essential
knowledge that will be laid down in the succeeding pages. Please note that you are
not limited to refer to these resources exclusively. Thus, you are expected to utilize
other books, research articles, and other resources that are available in the
university‟s library, e.g., ebrary, search.proquest.com, etc.
1. THREE MODELS OF CORPORATE GOVERNANCE FROM

DEVELOPED CAPITAL MARKETS
 Corporate governance structure differs from one
company to another, many custom-based or law-based
structures affects corporations in a similar way. It is
possible to label a „model‟ of corporate governance for a
given country that has certain characteristics which
differs the structure in other countries. There are three
models in corporate governance, as per record and which
will be discussed on by one.
2. ANGLO-US MODEL – it is characterized by share ownership of
individual and institutional investors not affiliated with the corporation
known as „outside‟ shareholders. This model has a well-developed
legal framework defining the rights and responsibilities of key players
and a process for interaction between shareholders and the
corporation itself. Equity financing is the very common way of getting
investments in UK and US that makes them the largest capital
market. The US is also known for being the home of world‟s most
developed system for proxy voting and shareholder activism. The
Anglo-US model is used in US, New Zealand, UK, Australia, Canada
and several other countries.
 Key players – is known as the corporate governance

triangle with three key players – Management,
Shareholders and Board of Directors. Developed in the
context of the free market, there is a separation of
ownership and control
6 in most publicly-held corporations.
2 to capital and remain the ownership
Investors contributes
Contact: +63995587040/+639107045559
in the ownership while avoiding legal liability for acts of

the corporation by giving the management the
operations. This separation of ownership and control is
called „agency costs‟.
 Share ownership pattern – institutional investors held
approximately 61% of shares in and individuals held 21%
approximately during year 1990 in UK. While in US,
53.3% is held by institutional investors that resulted to
increase in their influence among decision making.
 Composition of Board of Directors – In Anglo-US model,
the board of directors compromises two groups called
„insiders‟ and „outsiders‟. The insiders are those who are
employed as executive, manager or an employee and
contribute to corporate management. Meanwhile, the
outsiders are the board of directors with no direct
relationship with the corporation. In Anglo-US, it is
common that the CEO is also the chairman of the BOD
which could lead to various abuses. This leads to
increase in number of outsiders.
 Regulatory framework – there are various laws and
regulations that protects the relationship between
management, shareholders and board of directors. They
have the most strict and comprehensive laws regarding
transparency and disclosure requirements to ensure that
shareholders are well-informed. Although it is vast, some
claim that self-regulations are inadequate and the
government agencies like US Securities and Exchange
Commission must be more effective.
 Disclosure requirements – US corporations are required
by law to be transparent on wide scope of information.
The following are example of which that is known as the
„proxy statements‟:
i. Quarterly reports of financial data
ii. 6
Breakdown of corporation‟s capital structure
2
iii. Background information of nominees for BOD
Contact: +63995587040/+639107045559
iv. Compensation of named executive officers

v. List of names of shareholders with 5% or
more total capital share of the corporation
vi. Vital information if there is a proposed
merging and restructuring
vii. Proposed amendments on articles of
incorporation
viii. Names of individuals/companies who serves
as auditors
 Corporate actions requiring shareholders approval –
Anglo-US model permits proposals sent by shareholders
to be included on agenda during AGM and should relate
to corporation‟s business operations. Shareholders with
atleast 10% of shares can also held their own
extraordinary general meeting (EGM). The SEC regulates
the communication among shareholders. Under Anglo-
US model also, the two routine corporate actions
requiring shareholder approval are as follows:
i. Elections of directors
ii. Appointment of auditors
Non-routine corporate actions that also requires
shareholder approval:
i. Establishment or amendment of stock option
plans
ii. Mergers and takeovers
iii. Restructuring
iv. Amendment of the articles of incorporation
 Interaction among players – As mentioned above, the
Anglo-US model has comprehensive, well-regulated
system for communication. A shareholder has the right to
vote without attending the AGM in person and receives
emails and reports of the proxy statements. They can
also vote by proxy. In the Anglo-US model, the investors
and financial specialists
6 monitors the corporation‟s
2
performance:
Contact: +63995587040/+639107045559
i. Specialized investments funds

ii. Venture-capital funds
iii. Rating agencies
iv. Auditors
v. Funds that targets investment in bankrupt
corporations
1. JAPANESE MODEL – differs from other models since they focus

their connection and stock ownerships with affiliated banks and
companies. They build long-term, strong links between corporations
and banks.
 Key players – many-sided in nature, the Japanese
model focuses on bank and financial/industrial network
or more known as „keiretsu‟. Although the main banking
system is separate from the keiretsu from the Japanese
model. Banks serves as the provider of loans of
corporate clients, provider of services related to bonds,
settlement of accounts, equity issues and other
consulting services. They are also a major shareholder
in the corporation. Japanese model also have
connections between affiliated companies characterized
by crossholdings of debt and equity, informal business
contracts and trading of goods and services. The key
players are:
i. Main Bank
ii. Affiliated company
iii. Management
iv. Government
 Share ownership pattern – In 1990, the Japanese
market share ownership is composed of 3% foreigners,
43% banks and insurance companies and 25%
corporations. Since as mentioned above, banks are key
players in Japanese model.
 Composition of 6 Board of Directors – The board of
2
directors in the Japanese model comprises only of
Contact: +63995587040/+639107045559
insiders – executive managers or heads of departments.

However, if the profit falls over, the banks and keiretsu
members can appoint and remove directors. The
Japanese model also allows retiring officials of the
government to become a member of the BOD.
 Regulatory framework – Government ministries have
been traditionally extremely influential in imposing
regulations and policies however, their influenced
weakened due to the following reasons:
i. Due to influence of numerous ministries
like the Ministry of France and Ministry of
International Trade.
ii. The increase in globalization of

Japanese corporation made them
dependent on their domestic market
iii. Growth of Japanese companies leads to
liberalization and an opening, though
small, to global standards.
 Disclosure requirements – The Japanese model are
strict and required corporation to disclose the following
important information:
i. Semi-annual basis report on financial
data
ii. Capital structure data of the corporation
iii. Background information of each
nominee vying for being the member of
the board of directors
iv. Compensation of executives
v. Information if there is proposed merging
and restructuring
vi. Names of proposed institution/individual
as auditors
 Corporate actions6 requiring shareholders approval – In
2
the Japanese model, the following actions requires
Contact: +63995587040/+639107045559
shareholders approval:
i. Payment of dividends and allocation of
reserves
ii. Election of directors and appointment of
auditors
iii. Capital authorizations
iv. Amendment of articles of incorporation
v. Payment of retirement bonuses to
directors and auditors
vi. Increase of aggregate compensation
ceilings for directors and auditors
 Interaction among players – Japanese corporations
prefer that a majority of its shareholders be long-term,
preferably insiders.
2. GERMAN MODEL – The German model significantly differs from the

two models introduced on the previous discussion. Although it has a
similarity with Japanese model in a sense that, they give emphasis
on relationship among banks as member of the boards. In German
model, banks hold position as board of director even without financial
distress. There are three things that distinguish German model to
Japanese and Anglo-US models:
i. They prescribed two board of directors with separate
members. Management board who comprises of
insiders like executives of the corporation and the
Supervisory board who comprises the employees
and shareholders.
ii. It is set by law in German model, the numbers of the
members of the board of directors
iii. Voting right restrictions is legal that would limit
shareholders percentage of ownership of shares.
 Key players – The key players in the German model are
the banks and corporate shareholders.
 Share ownership 6pattern – During 1990, German banks
2
held 41% of share ownership, 27% are from institutional
Contact: +63995587040/+639107045559
owners, 3% are from institutional agents and 4% are

from individual owners.
 Disclosure requirements – The German model is also
stringent in disclosure of wide information to protect
shareholder‟s right:
i. They require corporations to provide
semi-annual reports on corporate
financial status
ii. Reports on capital structure
iii. Information on each supervisory board
nominee, although limited to name,
hometown, occupation or affiliation
iv. Compensation of both management and
supervisory board
v. List of names of shareholders with 5% or
more shares
vi. Data on proposed merging and
restructuring
vii. Reports in case there is proposed
amendment of article of incorporation
viii. Names of individuals or companies who
are suggested as auditors
 Corporate actions requiring shareholders approval –
these are the following actions that requires the
shareholder‟s approval:
i. Allocation of net income
ii. Ratification of acts of the management
board for the previous year
iii. Ratification of acts of the supervisory
board for the previous year
iv. Election of supervisory board
v. Appointment of auditors
vi. Capital authorization
vii. 6
Affiliation agreements of subsidiaries
2
viii. Amendment of articles of incorporation
Contact: +63995587040/+639107045559
ix. Increase of the aggregate compensation

of supervisory board
 Interaction among players – the German legal and
public-policy framework is designed to include the
interest of corporations, labor, banks and shareholders
in the corporate governance. The German model is
geared towards the interest of the key players.

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Reward
System in Organization, let us try to check your understanding on the various
objectives of the induction process. Write your answer on the space provided.
1 -4 Key players in the Japanese model that is not key players of Anglo-US
model
5-8 Key players of Japanese model
9-10 Provide the two boards prescribed by the German model
Let’s Analyze
Research Activity 1.True or False.Getting acquainted with the essential terms
in the corporate governance model, write T if the statement related to the model
is correct and F if false.
1. It is possible to outline a model of corporate governance for a given

country.
2. The interest of shareholders and management always coincide.
6
3. Equity financing is important for Japanese corporations.
2
4. To date, researchers have identified three models of corporate
Contact: +63995587040/+639107045559
governance in developed capital markets.

5. Most German corporations have traditionally preferred bank financing
over equity financing.
6. In Japan, financial institutions and corporations firmly hold ownership of
the equity market.
7. UK and US boards are generally smaller than boards in Japan and
Germany.
8. A synonym for insider is executive director; a synonym for outsider is a
executive director.
9. German banks, and to a lesser extent, corporate shareholders, are the
key players in the German corporate governance system.
10. Japanese corporations prefer that a minority of its shareholders be
long-term, preferably affiliated, parties.
In a Nutshell
learned.
1. Governance in corporations can be distinguished from – Anglo-

US model, Japanese Model and German model.
2. There are governance models that are established using the

cultural framework.
Your Turn
1.
2.
Q and A List
6
the scheduled video conferencing. 2
Contact: +63995587040/+639107045559
1.
2.
3.
4.
5.
Big Picture C
expected to
a. Familiarize the agency problems and accountability of

corporate managers and shareholders
b. Understand basic concept of Corporate Social Responsibility
6
2
Contact: +63995587040/+639107045559
Big Picture in Focus: ULOa. Familiarize the agency problems and accountability of
corporate managers and shareholders
Metalanguage

curriculum and to demonstrate ULOawill be operationally defined to
establish a common frame of refence as to how the texts work in your
chosen field or career. You will encounter these terms
aswegothroughthestudyofcurriculum.Pleaserefertothesedefinitionsincase
youwill encounter difficulty in the in understanding educationalconcepts.
Essential Knowledge
following essential knowledgethat will be laid down in the succeeding
1. Agency problems in Corporate Governance – refers to the
conflict of interest inbuilt in the relationship between one
partywho is expected to act in another's best interests.
In corporate governance, this agency problem usually refers to a
conflict of interest between a company's management and the
company's stockholders. Also, the agency theory suggests that
the corporation can be seen as a loosely defined contract
between resource provider and the resource controllers. The
existence of principals and agents come into light. Example of
6
this is the shareholders are
2 the principal of the BOD, BOD on the
Contact: +63995587040/+639107045559
other hand are principal of executives, auditors and managers.

 Principal-Agent Specific Issues – the following are some
specific issues or problems that occurs between the principal
and its agents:
i. Diversification vs. Dividends - A conflict between the
use of cash flows that serves as the resources of
principal gathered after an investment. This type of
cash is preferred by the agents to become dividends
while the principals preferred it to be used for product
diversification.
ii. Managerial Opportunism – There will be
circumstances wherein the investments of the
shareholders will not be maximized due to unrelated
diversification of the principals.
iii. Power Supremacy vs. technical Expertise –
institutional investors just expects dividend in
exchange of their money invested in a specific period
of time. They do not fully understand how the
corporation works but, they just want to have
productive results of their investments. They rely on
the agents‟ expertise and what is left to them is their
supreme power over the corporation.
iv. Trust – this is a common agency problem that they

face is trust. It is unavoidable that the principals will
have doubts to their agents who perform the day to
day operation of the corporation.
 Identified Agency Problems
i. Adverse Selection – this principal-agent problem is
due to insufficiency of information that is normally
obtainable to the principal and its agents, which is
the core concept of adverse selection. Agents apply
for their position and interviewed by the principal to
be selected.6 However, in some cases, the
2
information provided by the agents are found to be
Contact: +63995587040/+639107045559
incorrect and the performance of the agent is not

what is expected of him. Insufficiency of information
may also be done by the principals though
misinterpretation of information. Example is if the
principal is interviewing for an auditor position, they
may affirm that high ethical standards are to be
maintained in reporting financial reports to the
shareholders. However, the agents will find out later
that what has been said is not really happening.
ii. Agency Cost – When the principals keep an eye on
things that are needed to be monitored are costs in a
principal-agent relationship. It is known that the
principal is delegating responsibility and power to
agents, a careful principal will conduct monitoring
activities to reassure that decisions are most
favorable from the point of view of the principal.
Monitoring activities like sending of reports,
conducting observation visits, hiring auditors are all
will costs incurred.
iii. Conflict of Interest – a potential conflict of interest
may occur since it is possible for the corporation‟s
managers to have personal objectives different from
what the principals want. Since the principals hired
the agents and give them authority, potential conflict
of interest might exist.
iv. Legal Requirements vs. Opportunistic Behavior – In
year 2002, the Sarbanes-Oxley Act was imposed to
protect the investors from the culture of opportunism.
Prior to the approval of the act, numerous scandals
regarding excessively paid executives and managers
with some financial accounting scandals. This Act
makes sure that the executives or agents will
execute their responsibilities and protection to the
principal investors.
6
2
v. Self-Interested Behavior – Agents will seek to make
Contact: +63995587040/+639107045559
the most out of their own value at the expense of the

corporate shareholders. They have the capabilities to
operate on their own self-interest rather than the best
interest of the corporation. Issues like the absence of
clear reasons or evidences if the agents are a fault of
failures of the organization. This could lead to
eccentric behavior of BOD which if not checked by
the principals, may spin out of control and the next
thing that the shareholder may know is that the
agents will get more than what they really deserve.
 Remedies within shareholders (Proxy voting) – This is the
special authority given by the shareholder to a proxy
shareholder who will vote in his behalf. By law, this is not
possible to vote by proxy without the given special authority.
This is done by some shareholders since they had
confidence in the judgment of another shareholder to vote for
them. Then voting will be based on the list of shareholders in
the stock book. Proxy arrangements are listed also together
with the names of proxy. However, the proxy is limited only to
voting and he us not allowed to make arguments or debates
on specific agendum since this right is given only to the
shareholder.
 Derivative Suit – refers to the lawsuit filed by a shareholder
on behalf of a corporation against a third party. A third party
is an insider of the corporation, a director for example. Under
the corporation law, the management is responsible in
defending and bringing the corporation against the suit. In
case of derivative suit, it is the stockholder who will initiate
the suit in cases when the management failed to do so.
 Takeover – This is a transfer of control of the corporation.
Transfer of control from one group of shareholders to another
group of shareholders. There are types of takeover:
i. Friendly Takeover – in this case, the bidder
company 6informs the board of directors of the
2
company to be taken over for the proposed
Contact: +63995587040/+639107045559
takeover. It is common among privately owned

companies wherein the board of directors are
usually the same set of persons who are closely
connected to one another. If the board of
directors believes that the company who
proposed the proposal will give them an offer
that will best serve their interest, the board will
recommend to the shareholders to accept the
offer.
ii. Hostile takeover – a takeover is considered
hostile when the offer of the acquirer to be
company was taken down by the company but
still pursues it. They can do this if the company is
unwilling to agree and uncooperative to the
merging or takeover offered. Although, a hostile
takeover is risky in a sense that the information
available is just the publicly reported ones. The
danger of this is that, are all publicly reported
information are true, or if given that the
information are true, are all information really
reported?. It is possible also that the previous
management will plant „landmines‟ or there will
be „poison pill‟ in the takeover issues. A hostile
takeover can be done in some possible ways: 1)
taking tender offer that publicly offers higher than
the market price 2) proxy fight where the
acquiring company persuades enough
shareholder to replace the management with a
newly elected one 3) quietly purchasing enough
stocks in the stock market.
iii. Reverse Takeover – this type of takeover is used
by private companies to become publicly-traded
without passing through an initial public offering
or IPO. The
6 corporation buys a large part of the
2
shares and controls the publicly-traded company.
Contact: +63995587040/+639107045559
Now, the private company shareholders will use

their shares to exchange for the public
company‟s shares. In reverse takeover, the
private company will not be paying fees related
to IPO however, the reverse turnover is not
always positive. The acquirer company will not
be able to have additional funds through merging
transactions. The company should have enough
funding to complete the process of takeover.
2. External Forces Affecting Governance
 Competitors – this refers to companies or business entities
who offer the same product as the company is offering. It
affects governance in ways like the competition on getting
investors. The companies must make sure that the way they
run the business will attract more investments. The
competition will make the companies be on guard on what
will be the plans to gain competitive advantage over its
competitors.
 Financiers- the financiers affects the governance of the
corporation because the financiers want their investments
secured. As a financier who manages the money, lends and
finances projects, they must ensure the return of their
investments. It is understandable if they will invest on
companies with good reputation and will seem to be on the
market for a long time.
 Regulatory Agencies – They are the government agencies
who are also responsible for giving autonomous authority
over some corporate activities in a regulatory capacity. It
separate and independent from other branches of the
government that is enforcing rules and regulations and
imposing supervision for the benefit of the public. Although
their actions are subject to legal review.
 Watchdogs – are independent organizations who act as a
6
police of a particular industry. There job also is to make sure
2
that the activities involved in the corporations are in
Contact: +63995587040/+639107045559
accordance to the law.

 Predator Companies – refers to corporations that are always
on watch to a company for a possible hostile or friendly
takeover.
 Investment Bankers – they are the group of individuals who
acts as agent who issues stocks for securities of the
corporation. They also maintain a brokerage or a dealership
operation and offers consultancy services regarding
investment issues. Investment bankers also assist
companies who are undergoing merging and takeovers. We
have to take note though that investment banks are different
from traditional banks since they do not receive deposits and
provide loans to anyone. The roles of an investment banks
are as follows:
i. Origination – The primary role of investment
banking is to conduct careful study on the
soundness and reliability of the corporation with
the view of brining its securities to the market for
investments. So discovery is the process
wherein investment bankers look for potential
issue of securities, investigation is the testing
and analyzing of investment credit of the
potential security issuer. This includes the
inherent reliability of issues.
ii. Underwriting – the arrangement wherein the
investment bankers agrees to buys the entire
issue at a set price and sell it to the public at
large. So the underwriter‟s compensation is the
difference between the price of the issue sold at
the public and the price paid by the investment
banker when he first brought it from the issuer
company. It is done by a negotiated underwriting
or a competitive bidding.
iii. 6 – As the investment banker, it is also
Distribution
2
their role to distribute the security issues for the
Contact: +63995587040/+639107045559
corporation. It saves resources since employing

an entire department is more expensive than
hiring an investment banker. So, it is expected
that the firm already established its networks in
marketing and sales. When an investment
banker has a good reputation in selling shares, it
builds a various client base and adds to the
efficiency that securities can be sold.
 Stock Exchange- refers to the entity who trades and facilities
the buying and selling of stocks and securities. Stock
exchange offers services for redemption of shares also.
Stocks, bonds and other securities that are initially offered by
investors are done in a primary market and subsequent
trading is done in the secondary market. Stock exchange is
one of the most vital aspects of stock market. The role of
stock exchanges are as follows:
i. Raise capital – by selling shares to the public,
the companies are able to increase capital for
expansion and projects
ii. Mobilize savings – through stock exchange also,
corporations can pull out money and deposit it to
the market to mobilize.
iii. Facilitates growth – one of the simplest way for
a corporation to step up and create a proposal
for merging or takeover is by the stock market.
iv. Distributes profit – Through stocks exchange,
the profit is shared not only by institutional
investors but also by ordinary corporate
investors.
v. Improves corporate governance – it is common
for the companies listed in the stock market to
improve their management style and increase
efficiency to attract more investors. Also since
they 6
participate in stock exchange, strict
2
compliance on standards and reportorial
Contact: +63995587040/+639107045559
requirements of the government considering that

it affects the interest of the public.
vi. Creates opportunities for small investors – unlike
other business endeavors that require enormous
amount of money for funds, stock exchange is
open for opportunities both for large and small
investors. All the investor needs is an account
and he can easily invest basing on his
capabilities.
vii. Facilitates raising capital for the government – it
is also another avenue of the government to
raise funds through issuing bonds and other
papers the latter guarantees.
viii. Indicator of economy – stock exchange is also
an indicator of the economy. A good economy
means rise of the market and is stable and
growing. In the same way, if the economy is
going through recession, depression or financial
crisis, the stock exchange is also a good basis
and indicator.
 Financial Press- refers to media focusing on financial news
and updates. It may be a newspaper, TV Channels,
magazine, broadcast program or other media. This is an
avenue for the company to publish information regarding the
recent status of the company.

6
2
Contact: +63995587040/+639107045559
Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Agency
Probelms, let us try to check your understanding. Write your answer on the
space provided.
1-4: Principal-agent specific issues in corporate governance.
5-8: Give atleast four identified agency problems in Governance.
9-10: Types of takeover.
11. Resources to be sacrificed to keep an eye on things that are perceived
or need to be closely controlled from the perception of the principal are
significant costs in a principal/agent relationship
12. Refers to an exercise of voting on behalf of shareholders through the
use of a special authority given by the shareholder/principal
13. A lawsuit filed by a shareholder on behalf of the corporation against
third party
14. An individual or entity which acts as an agent for corporation issuing
securities.
15. Refers to an entity which offers trading services and facilities for stock
brokers and traders, to buy and sell o buy and sell shares of stock and
other securities.
16. This takeover is done by giving the shareholders of the target company
offers that include a debt instrument in partial/full payment of shares.
17. A takeover where there will be no money involved; instead the bidder
company issues its own new shares to the shareholders of the
“acquired to be” company.
18. The general term referring to transfer of control of a firm from one
group of shareholders to another group of shareholders.
19. Corporations that are always on the watch and waiting for a chance to
take over a certain company, be it via friendly or hostile takeover.
20. Refers to corporation and other business entities private or public
offering the same product or services that the company is offering at
the same time.
6
2
Contact: +63995587040/+639107045559
Let’s Analyze
Research Activity 1.True or False. Getting acquainted with the essential terms
in the corporate governance model, write T if the statement related to the model
is correct and F if false.
1. Managers may have incentives to reveal negative information in the

hope that they can ultimately avoid responsibility.
2. Agency theory is relevant to many aspect of corporations from the
fundamental question of why firms exist to questions of corporate
structure.
3. Financially innocuous social investing may influence management.
4. Institutional shareholders are potentially influential in spurring socially-
responsible governance.
5. Labor market discipline may be perfect.
6. Mandatory disclosure requirements may not be needed to supplement
market and contractual devices.
7. Credit and assets markets can operate with regulation to cause firms to
internalize harms even when they do not deal directly with their victims.
8. While managers of most institutional investors have duties to minimize
financial returns, this would not apply to managers of social investment
funds.
9. Like shareholders, employees cannot insist on socially-responsible
behavior by choosing where to work.
10. Socially-responsible shareholders derive utility from socially-responsible
investments or dis-utility from socially-responsible investments.

CATEGORY 4 3 2 1
Information
Information
clearly relates
includes No details
several and/or
details and/or
examples
examples
Information is
Information is
organized but,
are not well-
6 only constructed
and sub-
headings 2
Contact: +63995587040/+639107045559
Some sources
are not
accurately
Sources documented
or not at all
APA format format
Research is
Little research
is applied
be limited or
questionable
questionable
1. Research for a company who was taken over by an acquirer company. Identify
the turnover technique used.
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Reference:
In a Nutshell
learned.
1. It is possible for the company to have problems regarding
principal-agent relationship considering the fact that the agents
are hired by the principal.
2. There are other individual6or group of individuals who can affect
2
the governance of the corporation aside from the stakeholders.
Contact: +63995587040/+639107045559
Your Turn
1.
2.
Q and A List
1.
2.
3.
6
2
Contact: +63995587040/+639107045559
4.
5.
Big Picture in Focus: ULOb. Understand the basic concepts of Corporate Social
Responsibility
Metalanguage

curriculum and to demonstrate ULObwill be operationally defined to
youwill encounter difficulty in the in understanding educationalconcepts.
Essential Knowledge
following essential knowledgethat will be laid down in the succeeding
6
2
Contact: +63995587040/+639107045559
1. Corporate Social Responsibilities – refers to the long-term vow of a

business to perform within the bounds of ethical standards. In CSR,
companies aim to contribute to economic advancement and at the
same time improve the quality of life of its employees, their families,
the environment and the society as a whole.
2. Basic Premise of CSR
 Business Leaders – knows that the long-term company value
is basing on the company‟s capabilities on responding to
society‟s changing demands
 Consumers – looks for companies who offer products and
services that they believe has the same principles as them.
They prefer companies that protect its consumer, the
environment and human rights.
 Employees – prefers to work with companies whom they
share similar mission and values and where they can make a
contribution to the society.
 Investors – prefer companies who identify and manages risks
and are entrepreneurial in terms of attitude in identifying
emerging and promising business opportunities.
 Local Communities – looks for businesses who are being
good citizens
 Media – this platform exposes best and worst companies
engaging in good governance.
 NGOs – although separate from the government, they also
exposes companies who are irresponsible and do not
practices transparency and accountability.
 Regulators - look into it if the companies are not only
operating for business opportunities but also help solve
serious problems in the society.
3. Specific Relevance of CSR- the corporate social responsibility has
grown it importance due to the following reasons:
 Changing Social Expectations – Consumers do not only
6
patronize product of corporations
2 but also expected them to
Contact: +63995587040/+639107045559
become more socially responsible.

 Competitive Labor Markets – Nowadays, employees choose
to work for corporations who is not only concerned with the
equitable salary of employees but also how the corporation
operates. Whether or not their corporation‟s philosophy
matches their principles.
 Disclosure Demands by Stakeholders- There is increase in
insistence for corporate transparency. Aside from the
government agencies, the stakeholders choose corporations
that provide updated information.
 Dwindling Government Role – As part of their function in
protection of the public interest, the government imposes
strict legislations and regulations to deliver environmental
and social services. However, nowadays due to limited
resources, there is an existence of government connection or
failure of regulations. We must understand that ideally, the
government can only do so much, how much less in a
deteriorating corrupt one.
 Globalization – in these borderless transactions among
consumers, it resulted to great influence of media since it‟s
the way people connect globally. It is a serious issue
especially because consumers can easily influence other
consumers to boycott products that they think do not follows
social responsibility and other standards. It is easy to initiate
global collective action via internet.
 Pressure from Investors – It is noted that the investors
included ethical conduct as part of assessing the company‟s
performance. Investors chooses to fund and purchase stocks
of corporation who is socially responsible.
 Supplier Relations – Being one of the stakeholders, suppliers
are more cautious on supporting corporations who are
socially responsible. They make sure that their partners are
conforming to conducts, standards and meets requisites of
responsible business. 6
2
Contact: +63995587040/+639107045559
 Wealth and Vulnerabilities – consumers from developed and

developing countries can afford to be choosy and picky on
products and services to patronize. On the other hand,
countries who are economically challenged expects to be
less enforcement of socially responsibility.
4. Myths about Organizational Ethics

 Being Ethical is Easy – It is a myth since being ethical means
that at all times, the business conduct must be beyond the
minimum legal requirement. Being ethically inclined is also
not cost-free and being ethical is standing still despite of
existing unethical entities around the corporation. It is also
difficult to withstand the pressure among almost all
stakeholders.
 Being Ethical is Not part of Doing business – other thinks that being
ethical is not useful and do not concerns business activities.
However the truth is, given that the government granted the
existence of the corporation, it is expected to comply with ethical
standards.
 Being Ethical Brings no Benefit – for others, being ethical do not
significant positive results however, the only investment without any
loss is being ethical. Corporations who are ethical standouts from
the society and the stakeholders. Being ethical with the vision can
absolutely bring success and stability.
5. What Ethics is not
 Ethics is not same as feelings – although feelings provide vital
information in our ethical choices, ethics is not a feeling. Our feeling
often make us uncomfortable when we did the wrong thing and
fulfilled when we did the right thing.
 Ethics is not religion – Almost all religion do advocate high ethical
standards but religion is not ethics. Everyone can be ethical but not
everyone has religion.
6
2
Contact: +63995587040/+639107045559
 Ethics is not just following the laws – A good system of laws does
incorporate many ethical standards but law can deviate from what
is ethical.
 Ethics is not following culturally accepted norms – „When in Rome,
do as the Romans do‟ is not an ethical standard. Other cultures are
quite ethical but other are blind with other ethical concerns.
 Ethics is not Science – Science can provide explanation for what
humans are like but ethics provides reasons for how humans act in
a specific way. Although, science can help and provide us with vital
data to make us do better ethical choices.
6. Corporate greenwashing – refers to the practice of companies wherein
they make their products, services or policies deceptively look
environmentally friendly. This is done to gain stockholder‟s hearts for the
purpose of increasing their image and building up goodwill. Some
Greenwashing sins are as follows:
 Sin of Hidden Trade-off - labels that says „energy-
efficient‟ in electronics that contain hazardous
materials; candies, beverages or other sweets that
claims „no sugar‟ on the label
 Sin of No proof – shampoos with the claim of „certified
organic‟ with no proof; Shampoos with aloe vera with
no actual extracts added
 Sin of Vagueness – companies using paper bags with
„biodegradable‟ printed to improve company image but
cuts more trees
 Sin of Irrelevance – products claiming to be CFC free
even if CFCs are banned 20 years ago
 Sin of Fibbling – falsely claiming to be certified by
international standard
 Sin of Lesser of Two Evils – environmentally-friendly
pesticides or organic cigarettes
 Sin of Worshipping False Labels – products claiming to
be endorsed by celebrities of influencers to improve
6
image wherein
2 fact there is no endorsement happened.
Contact: +63995587040/+639107045559
7. Ways to spot greenwashing

 Poor scientific facts
 Use of buzzwords like „clean technology‟ or
„sustainable development‟
 Eco-label or products are not well-regulated and are
just marketing cosmetics
 Never abandon common sense
 Be cautious for insignificant green claims

Let’s Check
Assignment Exercise 1.Nowthatyouknowtheinformation related to Corporate
Social Responsibility let us try to check your understanding on the various
topics.
1– 3 Give atleast three basic Premise of CSR

4- 6 Provide specific relevance of CSR
7 Ethics is not __________________.
8 Corporate greenwashing sin that states in labels „sweets with no sugar‟
_____________
9 Corporate greenwashing sin that states environmentally-friendly pesticides
__________
10 Corporate greenwashing sin that sfalsely claiming to be certified by
international standard ___________________.
Let’s Analyze
6
Research Activity 1.Getting acquainted
2 with the essential terms in the
Contact: +63995587040/+639107045559
corporate governance model, write T if the statement related to the model is

correct and F if false.
1. Fairness and honesty in business are two important ethical concerns.

2. Relationship with customers and co-workers rarely create ethical problems.
3. The field of business ethics applies moral standards to business situations.
4. Most authorities agree that business ethics should be improved.
5. A code of ethics is written guide to acceptable and ethical behavior as defined
by an organization.
6. The economic model of social responsibility emphasizes profits.
7. Within a firm, social responsibility begins with manager‟s attitude.
8. Business people by the very nature of their work rarely ethical issues to
resolve.
9. Awareness of corporation social responsibility has increased along with
government involvement.
10. Business people face ethical issues everyday and some of these issues can
be difficult to assess.

CATEGORY 4 3 2 1
Information
Information
clearly relates
includes No details
several and/or
details and/or
examples
examples
Information is
Information is
organized but,
are not well-
constructed
and sub- only
headings
Some sources
are not
Sources accurately
documented
or not at all
APA
6 format format
Research Thorough and 2
legitimate Research is Little research
Contact: +63995587040/+639107045559
legitimate scholarly applied and is is applied

scholarly research is loosely /sources may
research is clear and is applied be limited or
clear and is applied throughout questionable
applied throughout written
throughout the the written report/sources
written report report may be limited
or
questionable
1. Research for a company who committed greenwashing sin. Cite the example
of the greenwashing sin. State the reasons why we must spot greenwashing
sins.
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Reference:
In a Nutshell
or lessons learned.
1. Corporate social responsibility and being ethical also has positive

results.
2. Not all claims of products to be environmentally friendly are truthful
and some are for marketing only
Your Turn
1.
2.
6
2
Contact: +63995587040/+639107045559
Q and A List
1.
2.
3.
4.
5.
Big Picture D
expected to
6
2
a. Describe the Corporate Social Responsibility in a Global
Contact: +63995587040/+639107045559
Context
b. Understanding the roles of Institutional Investors, Governance
Organization and Legal Initiatives
Big Picture in Focus: ULOa. Describe the Corporate Social Responsibility in a

Global Context
Metalanguage

curriculum and to demonstrate ULOa will be operationally defined to
youwill encounter difficulty in the in understanding educational concepts.

Essential Knowledge
1. Corporate Social Responsibility in a Global Context
 Over the past few decades, the role of business
worldwide has developed from classical profit
maximizing approach to social responsibility
approach, where businesses are not only concerned
with the stockholders but also all of its stakeholders in
6
a broader inclusive
2 sense. Businesses create jobs
Contact: +63995587040/+639107045559
and give wealth to the society but at the same time

pollute and destroy environment that harms human
lives worldwide. For these issues to be addressed, the
community evolved a new strategic business
approach called corporate social responsibility.
Because of this, businesses worldwide balances
economic and social goals where resources are used
in a rational manner and social needs are be
addressed responsibly.
2. CSR in International Business
 Sustainable Development and Environment – Today‟s
generation must invest for the future and therefore
should stop from wasting the resources at present.
There is a need for a new economic development
model that would protect the needs of the current
generation without giving any reduction on the
chance of future generation to enjoy their time.
 Human and Labor Rights – In the country where they
operates, large corporations have significant
influence not only on the economy but also on social
and political aspects. The corporations are expected
to be persistent with the principles of equality and
respect to basic rights.
 Local Economy and Society – Large international
enterprises undeniably can bring significant impact on
the advancement of less-developed countries.
Without any hindrance like the host country‟s ability to
adapt on technological advancement, this loophole
could hinder in the goal of the country to maximize its
economy. The competition between multinational
corporations and entrepreneurial crowding may result
to overwhelmed local economy.
 Transparency – Corporations are asked to be open,
6 to communicate constantly to its
accountable and
2
stakeholders. Transparency shows that the
Contact: +63995587040/+639107045559
corporation is serious with their philosophy of

removing barriers and facilitating free and easy
access of information to the public.
 Legality – Although being lawful is ethical, corporate
social responsibility is beyond conforming to
regulatory standards. Corporate social responsibility
is focused on establishing fair and sustainable
development. Socially responsible corporations are
known to reject conducts that harms the society like
corruption, tax evasion, and unfair competition.
 Consumer – consumer‟s organization highlighted the
significance of reliable information on the conditions
of production and safe products, including indication
on the potential risks when using and patronizing the
product. Business enterprises understand that their
reputation and success depends on consumers.
 Supply Chain – Globalization had led to a very
complex supply chains. Often outsourced in countries
where human right protection is low or there are no
legal environmental regulations, or tolerance of hard
labor is high due to absence of choices. This is a
serious issues for businesses who choose to adopt
socially-responsible conduct The lack of ethical
control on the supply chain is becoming both
commercial and financial risk.
3. Corruption in International Business

 Globalization of Corruption – In almost all countries,
corruption exists. Let it may be in a different from,
from a different routine cases like bribery or pretty
abuse of power that are said to „grease the wheels‟ to
the amassing of spectacular personal wealth through
embezzlement 6or other dishonest means. Bribery for
2
multinational corporations enables companies to gain
Contact: +63995587040/+639107045559
contracts. Western businesses pay a large sum of

money to gain friends, influence and contracts. In
1999, US Commerce Department reported US$145
Billion bribery responsible for 294 commercial
contracts. French secret service also reported that
government agencies are involved not just private
companies. The official export credit agency paid
around $2 billion in bribes to defense equipment‟s
foreign purchasers.
 Offshore Banks and Companies – Refers to the banks
and companies who accepts money of poor countries
and are hidden from its citizens. It became prominent
during 1960s with banks deposits in tax havens
increasing from $11 billion (1968) to $385 billion
(1978). Due to the secrecy of how the offshore banks
operates, they became an excellent place to launder
the proceeds of crime and corruption.
 Blacklisting Companies – The World Bank in 1998
created the sanctions committee to investigate cases
of corruption of companies who are allegedly involved
in bidding or carrying out a World Bank backed
contract. The function of the Sanctions Committee is
to meet regularly to review investigation and sanction
corporations found guilty and publishing a
comprehensive list of debarred firms.

Let’s Check
6
2
Assignment Exercise 1.Nowthatyouknowtheinformation related to Corporate
Contact: +63995587040/+639107045559
Social Responsibility in a Global Context, let us try to check your understanding

on the topic.
1. – 3 give alteast three factors CSR in International Business

4 The World Bank in 1998 created the _______________ to investigate cases of
corruption of companies who are allegedly involved in bidding or carrying out
bribery for contracts.
5 Refers to financial banks that became an excellent place to launder the
proceeds of crime and corruption
Let’s Analyze
CATEGORY 4 3 2 1
Information
Information
clearly relates
includes No details
several and/or
details and/or
examples
examples
Information is
Information is
organized but,
are not well-
constructed
and sub- only
headings
Some sources
are not
Sources accurately
documented
or not at all
APA format format
Thorough and legitimate Research is Little research
legitimate scholarly applied and is is applied
Research 6
scholarly research is loosely /sources may
research is 2 and is
clear applied be limited or
Contact: +63995587040/+639107045559
clear and is applied throughout questionable

applied throughout written
throughout the the written report/sources
written report report may be limited
or
questionable
1. List down ways to eradicate corruption among companies.

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2. Former President Marcos was rumored of place and hidden Philippine citizen‟s
money to International Banks. Is this a case of Offshore banking?.
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Reference:
In a Nutshell
learned.
1. It is argued that corruption among companies is still present

despite of efforts of the government and other agencies
2. Corporate Social Responsibility is a concern of all. A worldwide
issue since businesses creates jobs however pollute and destroy
environment that harms human lives.
Your Turn
1.
2.
6
2
Contact: +63995587040/+639107045559
Big Picture in Focus: ULOb Understanding the roles of Institutional Investors,

Governance Organization and Legal Initiatives
Metalanguage
In this section, the essential terms relevant to the study of compensation

administration and to demonstrate ULOb was operationally defined and
administration. Specific discussion per topic shall be provided in the later part
to help you understand more about the scope in studying this course.
.
Essential Knowledge
1. Institutional Investors – Refers to the group of people or an

organization that buys and sells securities in large amount that
6
qualifies them for preferential treatment and lower commission cuts. In
2
the Philippines, the Social Security System and Armed Forces
Contact: +63995587040/+639107045559
Savings and Loan Association Incorporated are some institutional

investors.
 Types of Institutional Investors
i. Hedge Fund – Usually, hedge funds are available for
wealthy investors only who meet certain criteria. This is
an account in investment that is open to a narrow
range of investors that also ventures in large
investments and trading activities aside from long-term
investment funds.
ii. Investment Banking – Unlike other commercial banks,
investment banking do not accepts deposits but, they
supports corporations and government gathering
capital by acting as the agents in the issuance of
equity and debt securities. As discussed in the
previous discussions, investment banking also assists
corporation during merging and gives financial
consultancy.
iii. Investment Trust – Is actually an investment endeavor
where the money of investors are used to be invested
in several placements more than most individual could
realistically invest all by themselves. The money are
from the sales of a fixed number of shares a trust
issues is offering. An investment trust has no
employee, only a board of directors who are non-
executive. The BOD will hand over the investments to
the fund manager to invest the money on stocks and
buy other companies shares.
iv. Mutual Fund – refers to institutional investor that is a
professionally managed type of collective investment
that gathers money from investors and invests in
stocks, short-term money market or bonds. Managed
by the fund manager, he is responsible for buying and
selling instruments and commodities from the fund‟s
6 on the fund investment objectives.
investments based
2
Aside from the fund manager, there is also a board of
Contact: +63995587040/+639107045559
directors who are in charged of ensuring that the funds

are appropriately managed all for the best interest of
all fund investors.
v. Pension Fund – refers to the collection of assets being
formed as a separate and legal entity that came into
being from the contributions to a pension plan for the
sole purpose of financing pension plan benefits.
Considered as one of the biggest investors in stocks,
pension funds is an important shareholder of listed and
private companies. Any movement taken by the
pension funds will have a great effect on the entire
listed community.
 Role of Institutional Investors in Governance
i. Monitoring – institutional investors have different
expectations and profiles compared with any ordinary
investors. They monitor corporate performance
considering the kind and sum of the investments these
type of investors risks.
ii. Driver of Agent‟s Performance – knowing that the
institutional investor can anytime withdraw the invested
money, no wonder why they can influence better
corporate performance. Especially if the sum of
investment is huge, the balance sheet will significantly
suffer without its investment. Agents from the
corporation will make sure that the institutional
investors are pleased at all times.
iii. Good Activist – They serves as the voice of investing
institutions in the board. As institutional investor, they
can easily ask questions on matters affecting the
corporation. They also have the privilege of having
records on shareholders.
iv. Principal-Agent Role – An institutional investor has a
power to elect officers for the corporation considering
the influence of 6institutional investor. There are cases
2
wherein the institutional investor sits in the board of
Contact: +63995587040/+639107045559
directors and at the same time elected as Chief

Executive Officer. This is a form of duality, two roles
being performed by the institutional investor.
v. Deterrent to Opportunism – It is also the role of
institutional investor to be a watchdog for possible
opportunistic plans of other member of the board or
management team. The institutional investor has to
counter self-interested behavior of agents.
2. Corporate Good Governance Organization – The following are some

organizations supporting good governance worldwide:
 International Chamber of Commerce – The ICC is an
international organization promoting growth, prosperity,
spreading business expertise and advocates for international
business. ICC is considered as the voice of the world business
championing global economy as a force for economic growth,
job creation and prosperity. They also functions as arbitration,
dispute resolution and fighting against commercial crime.
 International Federation of Accountants – With 159 members
across 124 countries, IFAC protects the public interest by
encouraging high quality practices by the world‟s accountant.
 United Nations Conference on Trade and Development –
UNCTAD promotes development-friendly integration of
developing countries into the world economy. They medium
inter-governmental deliberations to discuss with experts
exchanges of experiences and address good governance
issues. Conducts data collection and researches for the
debates of government representatives and experts. Lastly,
they also provide technical assistance tailored to the specific
requirement of developing countries.
 Organization for Economic Co-operation and Development –
OECD brings together government officials from various
countries committed to democracy and to make market
6
economy around the2 world. They sit down with the
Contact: +63995587040/+639107045559
governments and exchange policies, experiences, coordinate

with domestic and international policies, identify good practices
and tried to seek for answers to the common economic
problems.
3. Sarbanes-Oxley Act of 2002 Summary – is also known as the „Public
Company Accounting Reform and Investor Protection Act‟ that seeks
companies to become transparent and vigilant on requiring the reporting of all
their operational risks as well as internal controls created to monitor them. In
this Act, the government wants the companies to focus on being proactive with
possible risks and make pre-emptive actions before any possible problems.
The act also ensures that the senior executives have greater responsibility and
liability. Their senior executives will be given additional support from the BOD
for strategic planning and receive vital information about their companies.
 Board of Directors –Increasingly, directors on boards of

companies are expected to play much more active roles in the
interest of shareholders. The New York Stock Exchange,
consistent with the provisions of the Sarbanes-Oxley Act,
expects that non-management directors should hold regular
sessions without the participation of the management or any
other person with a material relationship with it. The regular
meetings of the boards are sought for brainstorming without
being biased by the concerns of the management or its
influences.
 Disclosures – The rampant misrepresentation of the financial
situation of companies, especially the technology industry, by
the use of pro-forma financial statements is not possible now
without additional disclosures to compare them with GAAP
consistent accounting. Under Section 401 of the Sarbanes-
Oxley Act, it would not be possible for pro-forma statements to
omit any material fact which misrepresents the fair of true
position of the company. In addition, companies are now
required to provide quantitative measures to reconcile the pro-
6
forma statements with the GAAP consistent financial
2
Contact: +63995587040/+639107045559
statement.
 Fraud – The premise for fraud control is that managements
frequently exploit weaknesses in internal controls for their
dubious purposes. PCOAB‟s Auditing Standard 2, therefore,
specifically requires that the assessment of internal controls
take into account the susceptibility of the company‟s processes
to fraud. The internal controls should be able to prevent, deter
and detect fraud.
 Governance Policies – The Sarbanes-Oxley Act seeks to
encourage explicit discussion of the corporate governance
policies that will set a direction for the board and the
management. The New York Exchange has the operative rules
which require that the boards of companies set up a
governance committee which will spell out the governance
principles which will be used to evaluate the board and the
management.
 Executive Compensation – In order to check fraud from
earnings management by senior executives, Section 304 of
the Sarbanes-Oxley Act, requires a company which restates its
financial statements due to material noncompliance,
misconduct, or with any financial reporting requirement, the
CEO and CFO must reimburse the company for bonus or other
incentive-based or equity-based compensation received during
the 12-month period following issuance of the financial
statements and profits realized from the sale of equity during
the same period.
 Protection of Whistleblowers – Sarbanes-Oxley has provided
added protection to whistleblowers who can establish a prima
facie case of retaliation when they report malfeasance in the
company. The instrument for achieving this goal is the change
in the burden of proof rules which are now in favor of
employees. If they submit evidence that the retaliation was a
contributing factor to the adverse employment action, a
6
presumption of retaliation
2 is created. In order to defeat this
Contact: +63995587040/+639107045559
presumption, the employee must establish, by clear and

convincing evidence, that it would have taken the same action
with respect to the employee, regardless of the alleged
protected activity.
 Compensation Committees – Sarbanes-Oxley does not
explicitly spell out rules governing compensation in order not to
restrict the freedom of companies to make their decisions.
However, the New York Stock Exchange‟s governance rules
require the boards to form independent compensation
committees which have the authority to decide on
compensation policies consistent with the business goals of
their companies. They are also required to make decisions on
the incentive component of compensation and ensure that they
are effective in achieving the performance goals of the
company. Compensation committees are also expected to
seek advice from compensation consultants about executive
pay.
 Audit Committees – Sarbanes-Oxley has sought to govern
auditors at the board level in order to avoid the conflicts that
can happen with the management. These audit committees
are composed of directors and have the responsibility to
ensure that the financial statements of the company and the
internal controls are consistent with the regulatory policy. The
audit committees are also required to discuss the company‟s
exposure to risk and the means to manage them.

.
Let’s Check 6
2
Assignment Exercise 1.Identification.Nowthatyouknowtheinformation related
Contact: +63995587040/+639107045559
to Roles of Institutional Investors, let us try to check your understanding on the

various topic.
1. Corporate governance organization that is considered as the voice of the

world business championing global economy as a force for economic
growth, job creation and prosperity.
2. Anothercorporate governance organization that aims to protect the public
interest by encouraging high quality practices by the world‟s accountant.
3. Type of institutional investor that are available for wealthy investors only
who meet certain criteria.
4. Another type of institutional investor that do not accepts deposits
5. Institutional investor Considered as one of the biggest investors in stocks,
pension funds is an important shareholder of listed and private companies.
Let’s Analyze
Research Activity 1.Getting acquainted with the essential terms in the Staff
Conduct and Discipline in Organizations, I will now require you to conduct your
own research. This activity will be rated based on the following rubrics:
CATEGORY 4 3 2 1
Information
Information
clearly relates
includes No details
several and/or
details and/or
examples
examples
Information is
Information is
organized but,
are not well-
constructed
and sub- only
headings
All sources All sources All sources Some sources
are accurately are are accurately are not
Sources
documented in accurately
6 documented accurately
APA format 2
documented but many are documented
Contact: +63995587040/+639107045559
but few are in not in APA or not at all

APA format format
Research is
Little research
is applied
be limited or
questionable
questionable
1. Create some strategies you can utilize to eradicate corruption among

organizations.
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2
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Reference:
In a Nutshell
learned.
1. The corporate social responsibility is not only a concern of few

developed countries but a concern of all companies globally.
2. Sarbanes-Oxley Act of 2002 Summary is also known as the „Public
Company Accounting Reform and Investor Protection Act‟. An act created
to protect investors‟ and public interest.
Your Turn
1.
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2.
Q and A List
1.
2.
3.
4.
5.
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KEYWORD INDEX
Management Corporate Social Institutional Investors Corporation
Responsibility
Environment Principal Agent Agency Problems
COURSE SCHEDULES
Activity Date Where to submit
Virtual Class Orientation August 19, 2020 via Zoom

Video Conference (Big August 28, 2020 via Zoom
Picture A)
Big Picture A: ULOa Activities August 31, 2020 via Quipper.com
Big Picture A: ULOb Activities September 1, 2020 via Quipper.com
1st Examination September 4, 2020 via Quipper.com
Video Conference (Big September 9, 2020 via Zoom
Picture B)
Big Picture B: ULOa Activities September 14, 2020 via Quipper.com
Big Picture B: ULOb Activities September 15, 2020 via Quipper.com
2nd Examination September 18, 2020 via Quipper.com
Video Conference (Big September 23, 2020 via Zoom
Picture C)
Big Picture C: ULOa September 28, 2020 via Quipper.com
Activities
3RD Examination October 2, 2020 via Quipper.com
Video Conference (Big October 7, 2020 via Zoom
Picture D)
ONLINE CODE OF CONDUCT

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(1) Allteachers/CourseFacilitatorsandstudentsareexpectedtoabidebyan
Contact: +63995587040/+639107045559
honor code of conduct, and thus everyone and all are exhorted to
exercise self- management andself-regulation.
(2) Faculty members are guided by utmost professional conduct as

learning facilitators in holding OBD and DED conduct. Any breach
and violation shall be dealt with properly under existing guidelines,
specifically on social media conduct (OPM 21.15) and personnel
discipline (OPM21.11).
(3) Allstudentsarelikewiseguidedbyprofessionalconductaslearnersinatte
nding OBD or DED courses. Any breach and violation shall be dealt
with properly under existing guidelines, specifically in Section 7
(Student Discipline) in the Student Handbook.
(4) Professional conduct refers to the embodiment and exercise of the
University‟s Core Values, specifically in the adherence to intellectual
honesty and integrity; academic excellence by giving due diligence
in virtual class participation in all lectures and activities, as well as
fidelity in doing and submitting performance tasks and assignments;
personal discipline in complying with all deadlines; and observance
of dataprivacy.
(5) Plagiarismisaseriousintellectualcrimeandshallbedealtwithaccordingl
y.The University shall institute monitoring mechanisms online to
detect and penalize plagiarism.
(6) All borrowed materials uploaded by the teachers/Course Facilitators

shall be properly acknowledged and cited; the teachers/Course
Facilitators shall be professionally and personally responsible for all
the materials uploaded in the online classes or published in
SIM/SDLmanuals.
(7) Teachers/Course Facilitators shall devote time to handle OBD or

DED courses and shall honestly exercise due assessment of
studentperformance.
(8) Teachers/Course Facilitators shall never engage in quarrels with

students online. While contentions intellectual discussions are
allowed, the teachers/Course Facilitators shall take the higher
ground in facilitating and moderating these discussions. Foul, lewd,
vulgar and discriminatory languages are absolutelyprohibited.
(9) Students shall independently and honestly take examinations and

do assignments, unless collaboration is clearly required or
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permitted. Students shall not resort to dishonesty to improve the
result of their assessments (e.g. 2examinations, assignments).
Contact: +63995587040/+639107045559
(10) Students shall not allow anyone else to access their

personal LMS account. Students shall not post or share their
answers, assignment or examinations to others to further academic
fraudulenceonline.
(11) By handling OBD or DED courses, teachers/Course

Facilitators agree
andabidebyalltheprovisionsoftheOnlineCodeofConduct, aswellasall
the requirements and protocols in handling onlinecourses.
(12) By enrolling in OBD or DED courses, students agree and abide by

all the provisions of the Online Code of Conduct, as well as all the
requirements and protocols in handling onlinecourses.
Monitoring of OBD and DED
(1) The Deans, Asst. Deans, Discipline Chairs and Program Heads shall
be responsible in monitoring the conduct of their respective
OBDclasses through the Blackboard LMS. The LMS monitoring
protocols shall be followed, i.e. monitoring of the conduct of Teacher
Activities (Views and Posts) with generated utilization graphs and
data. Individual faculty PDF utilization reports shall be generated and
consolidated by program and bycollege.
(2) TheAcademicAffairsandAcademicPlanning&Servicesshallmonitortheco
nduct of LMS sessions. The Academic Vice Presidents and the Deans
shall collaborate to conduct virtual CETA by randomly joining LMS
classes to check and review online the status and interaction of the
faculty and thestudents.
(3) For DED, the Deans and Program Heads shall come up with
monitoring instruments, taking into consideration how the programs go
about the conduct of DED classes. Consolidated reports shall be
submitted to Academic Affairs for endorsement to the Chief
OperatingOfficer.
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Course prepared by:
VIRNEX R. GIAMALON
Name of Course Facilitator/Faculty
Course reviewed by:
DR. RAIZA MAE C. NARCISO

Name of Program Head
Approved by:
GINA FE G. ISRAEL, EdD

Name of Dean
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UNIVERSITY OF MINDANAO

Department of Business Administration Education

Physically Distanced but Academically Engaged

Self-Instructional Manual (SIM) for Self-Directed

Course/Subject: BUS 1 – GOOD GOVERNANCE AND

Name of Teacher: VIRNEX R. GIAMALON

THIS SIM/SDL MANUAL IS A DRAFT VERSION ONLY; NOT

Course Outline :BUS 1 – Good Governance and Social Responsibility

Course Facilitator: Virnex R. Giamalon

Areas of Concern Details

If the assessment task is done in real time through

Turnitin Submission To ensure honesty and authenticity, all assessment

Please note that academic dishonesty such as

However, if the late submission of assessment

For group assessment tasks, the course coordinator

Re-marking of Assessment You should request in writing addressed to the

If disapproved by the course coordinator, you can

Submission of the final grades shall follow the

Student Communication You are required to create Quipper email account

You can also meet the course coordinator in

For students who have not created their student email,

Contact Details of the Dean Dr. Gina Fe G. Israel

Business Administration Education

Records and Admission Office

Student Accounts Office

Library Contact 0927-395-1639

CC’s Voice: Hello prospective business practitioners! Welcome to this

CO: Before the actual endeavor and exposure in business

Big Picture in Focus: ULOa. Identify the fundamental principles of

In this section, the most essential

and discussed in the essential knowledge to establish a standard frame

To perform the aforesaid big picture (unit learning outcomes) for

1. What is Corporation? – According to the Corporation Code of the

Stockholders are bestowed with special privileges

iv. Approving annual budgets (for the purpose of

v. Accounting to the stakeholders the

efficiently, mitigate risks and safeguard against

 Goals of Financial Management – the goal is to make

*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good

1. A corporation is a separate entity from its incorporators.

Do you have questions or clarifications?

1. Organizational Theory - Learning the organizational theory is useful to the

i. They must be organized for business performance

v. Respond with flexibility on changing environmental factors

iii. Community Level – focused on institutional decision making

5. Areas of Government Regulation of Business relevant to the conduct of Business

is facing. We are bound to increase and compete in a global

 Character – is about our actions when no one is looking.

wealth of various members or groups in a society.

 Education – Those who are unable to afford proper education

*Biore, C.,Gonzales,R.,Caparas,J.L.,Burgos,N., &Ballada, W. (2015). Good

1 – 5 Foundation from which ethical business can be built

6-10 Causes of Economic Inequality

11-13 issues in Corporate Governance

1. The primary source of managerial „cluelessness‟ are personality

9. Awareness of businesses‟ social responsibilities has increased along

1. Another contemporary issue we face nowadays is the emergence of

2. When recognized by the government, the corporations has freedom on

Do you have questions or clarifications?