इंटरनेट मानक Disclosure to Promote the Right To Information Whereas the Parliament of India has set out to provide a practical regime of right to information for citizens to secure access to information under the control of public authorities, in order to promote transparency and accountability in the working of every public authority, and whereas the attached publication of the Bureau of Indian Standards is of particular interest to the public, particularly disadvantaged communities and those engaged in the pursuit of education and knowledge, the attached public safety standard is made available to promote the timely dissemination of this information in an accurate manner to the public. “जान1 का अ+धकार, जी1 का अ+धकार” “प0रा1 को छोड न' 5 तरफ” Mazdoor Kisan Shakti Sangathan Jawaharlal Nehru “The Right to Information, The Right to Live” “Step Out From the Old to the New” IS 16010 (2012): Good Governance— Guidance [MSD 10: Social Responsibility] “!ान $ एक न' भारत का +नम-ण” Satyanarayan Gangaram Pitroda “Invent a New India Using Knowledge” “!ान एक ऐसा खजाना > जो कभी च0राया नहB जा सकता ह” है” ह Bhartṛhari—Nītiśatakam “Knowledge is such a treasure which cannot be stolen” IS 16010 : 2012 Hkkjrh; ekud lq'kklu laca/kh — ekxZn'kZu Indian Standard GOOD GOVERNANCE — GUIDANCE ICS 03.100.01 © BIS 2012 BUREAU OF INDIAN STANDARDS MANAK BHAVAN, 9 BAHADUR SHAH ZAFAR MARG NEW DELHI 110002 June 2012 Price Group 7 Social Responsibility Sectional Committee, MSD 10 FOREWORD This Indian Standard was adopted by the Bureau of Indian Standards, after the draft finalized by the Social Responsibility Sectional Committee had been approved by the Management and Systems Division Council. Organizational governance is the system by which an organization is directed and managed in pursuit of its objectives. All organizations make and implement decisions within a governance system, having formal or informal processes and structures. Organizational governance is the set of processes, customs, policies, laws, systems and institutions affecting the way in which a organization is directed, administered or controlled. The governance system within an organization is operationalized by the person or group of persons having the authority and responsibility for pursuing the organization's objectives, that is, the purpose for which organization exists. Through the process of governance, organizations aim to meet the owners’/promoters’ aspirations and societal expectations. Good governance is backed by the fundamental belief of maximizing value for all stakeholders, transparency in functioning, and respect and mutual trust amongst all constituents of organization and stakeholders. It is a culture that guides the board, management and employees to function towards best interest of all stakeholders. A committed and effective leadership is a pre-requisite for strengthening the principles of good governance in an organization. The leader could either be a CEO or a manager/supervisor at the shop floor or any other employee/ person displaying the qualities of accountability, transparency, integrity and ethical behaviour in all walks of life. From the perspective of ensuring that good governance is upheld, the selection of significant personnel in an organization must therefore be done by a process of diligent screening of eligible candidates. The greater the emphasis being placed on selecting good leaders, the greater are the chances that the policies, processes, systems and institutions in the organizations which strengthen good governance being reinforced and invigorated. Good governance makes an organization committed to sound operating practices based on conscience, openness, fairness, professionalism, mutual respect and trust, transparency and accountability in building confidence of its various stakeholders thereby paving the way for its long-term success and sustainability. The composition of the Committee responsible for the formulation of this standard is given in Annex B. IS 16010 : 2012 Indian Standard GOOD GOVERNANCE — GUIDANCE 1 SCOPE 3.1 Stakeholder—Individual or group concerned or interested with or impacted by the activities of the 1.1 This standard provides guidance on good organization. governance practices by an organization irrespective of its size, type, location or nature of activities. It is NOTE — The stakeholder could be unions, regulators, government, partners and associates, vendors, creditors, intended to provide assistance to organizations engaged investors, donors, employees, suppliers, subcontractors, in public private partnerships (PPP), having varying consumers, customers, civil society, insurance institutions, governance structures. financial institutions, community etc. 1.2 This standard is generic and is not intended to 3.2 Sphere of Influence—Range/extent of political, enforce uniformity of practices or overwrite the contractual or economic or other relationships through existing rules and regulations as they would vary from which an organization has the ability to affect the organization to organization depending upon its decisions or activities of individuals or organizations. structure, policies, objectives, products and services, NOTE — The ability to influence does not, in itself, imply a processes and specific practices employed. responsibility to exercise influence. 2 REFERENCES 3.3 Stakeholder Engagement—Activity undertaken to create opportunities for dialogue between the The following standards contain provisions, which organization and one or more of its stakeholders, with through reference in this text constitute provisions of the aim of providing an informed basis for the this standard. All standards are subject to revision and organization’s decisions. parties to agreements based on this standard are 3.4 Governance—The systems and processes of encouraged to investigate the possibility of applying management that govern an organization’s behaviour the most recent editions of the standards indicated and conduct. below: NOTE — Governance covers integrity, accountability, IS/ISO No. Title transparency, ethical conduct and behaviour and legal compliance. IS 15900 : 2010 Guidance on fraud and corruption control by an organization 3.5 Board—A board of Directors is a body of IS 16001 : 2012 Social accountability at the work appointed persons who jointly oversee the activities place — Requirements (first revision) of a company or organization including company, IS 18001 : 2007 Occupational health and safety firms, trust, cooperative, society, etc. management systems — Require- NOTE—It is also sometimes called as board of trustees, board ments with guidance for use of governors, board of managers, executive board, managing IS/ISO 9001 : Quality management systems — committee or governing council. 2008 Requirements (third revision) 3.6 Conflict of Interest—Situation that has the IS/ISO 10002 : Quality management — Customer potential to undermine the impartiality of an 2004 satisfaction — Guidelines for organization, or any of its party or person, due to the complaints handling in organizations possibility of a clash between the person’s self-interest IS/ISO 10003 : Quality management — Customer and professional-interest or public-interest, which 2007 satisfaction — Guidelines for dispute limits their ability to discharge their responsibility to a resolution external to organizations third-party. IS/ISO 14001 : Environmental management systems NOTE — Person could include an employee, board member, 2004 — Requirements with guidance for governing body member, etc. use IS/ISO 15700 : Quality management systems — 3.7 Sustained Success/of an Organization/—Result 2005 Requirements for service quality by of the ability of an organization to achieve and maintain public service organizations its objectives in the long-term. 3.8 Owner/Promoter—Owners, members or 3 TERMINOLOGY constituents of the organization like shareholder in case For the purpose of this standard the following of companies and members of general body in case of definitions shall apply. societies, cooperatives etc. 1 IS 16010 : 2012 4 GUIDING PRINCIPLES mutually commensurate and clearly defined in respect of each functional position. Gaps or overlaps, if any, For managing an organization, management should should be systematically eliminated. Where adopt a value based approach, which should be based committees are constituted, their terms should clearly on the following principles: define whether the nature of their responsibility is 4.1 Integrity advisory or executive. The liability of the members in the event of lapses, negligence, or non-compliance of Integrity comprises perceived consistency of actions, rules, regulations and laws should be explicitly stated. values, methods, measures and principles. In context of accountability, integrity is a measure of consistency Where an action addresses different stakeholders, for between one’s actions and one’s principles and methods example employers, customers, civil society, the used when an expected result appears incongruent with respective accountability should be made known both observed outcome. Integrity is often seen as the quality to the functionary as well as to the stakeholder of having a sense of honesty and truthfulness with concerned. regard to the intentions or motives for one’s actions. NOTE — Transactional relationships may sometime entail mutual accountability. This applies to the organization as an entity and to its various constituents including its board members, Where fraud, corruption, financial impropriety or committees, people, partners, suppliers and other misuse of authority is detected, the chain of associates. The organization should ensure that its core accountability should clearly lead to the respective values are embedded in the organization’s culture position holder for identifying the reason for non- through sustained awareness, practice, review and compliance and his role or complicity in case of joint reporting. liability. Investigation should be conducted in such a manner as to reveal the gaps and weaknesses in the The organization should identify the threats to integrity system that failed to detect the non-compliance. as an entity and to its various constituents and conduct a risk assessment against all significant threats. 4.3 Transparency Appropriate measures and controls should be instituted to eliminate or minimize the risk to a manageable level. Transparency is a principle of access to, or disclosure The organization may decide on a no-tolerance policy of, appropriate information. In the context of on issues relating to integrity. organizational governance, transparency refers to the provision of making available relevant information to In order to ensure that the integrity is maintained in all the various stakeholders, both internal and external to processes and transactions across internal and external the organization, who may be affected by, or have an interfaces, a system of reporting breaches should be interest in, its decisions and actions. Different degrees instituted with duly protected channels of of transparency may be appropriate for different communication so that incidents are investigated and stakeholders in different situations. handled effectively and promptly. Reporting of such breaches to the top management or to the board The organization should identify the information that members should be a part of this system. should be proactively communicated to its various stakeholders. Such information should be 4.2 Accountability communicated through mass communication channels such as internet, intranet, media, annual reports, It is the state of being answerable for decisions and newsletters, meetings, information kiosks and public activities to the organization’s governing bodies, legal information centre. The information should be authorities and, more broadly, its stakeholders. It provided in an understandable and concise manner so underlines the principle that organizations are as to avoid any ambiguity or misunderstanding in the responsible for their actions and may be required to message or content. The content should be dynamically explain them to others. Accountability should focus updated keeping pace with organizational, both, on compliance, with rules and ethical principles, technological or other changes as well as needs of the and on achievement of results. stakeholder. NOTE — It is a systematic process in which the organization becomes answerable to its stakeholders in terms of being held Such information which is not in regular public domain to account (where compliance to relevant laws is concerned); should also be classified as confidential and non- where the organization is obliged to give an account (addressing confidential. The reasons for classifying confidential issues concerning right to information and transparency); and, information should be stated and made known to person where the organization takes proper account (by being systematically responsive to all stakeholders). making the enquiry. Regarding non-confidential information, a system of obtaining, collating and Responsibility, authority and accountability should be delivering the information should be established. The 2 IS 16010 : 2012 responsibility in such case should be assigned to The organization should provide training to their designated person, which should be well publicized. employees in this regard. Guidance and internal Such person should be easily accessible. consultation mechanisms should be made available to help employees and other persons acting on behalf Where board decisions are expected or desired on of the organization in applying basic ethical standards important issues it should be ensured that the in the work place. Managers should play an important background information presented to the board is complete, relevant and fully analyzed to enable the role in this regard by providing consistent leadership board to assess the full impact of its decisions. The and serving as role models in terms of ethics and relevant information should be provided sufficiently conduct in their professional relationship with various in advance to the board members so that they can stakeholders and external agencies. The broad areas/ review it and seek additional information before or issues which could be addressed by the organization during the meeting. The board secretary should ensure are, that information available to the board is not a) equal opportunity; misleading, incomplete or outdated. b) non-discriminatory; Where any information is sought by statutory and c) human dignity; regulatory authorities, the organization should ensure d) marginalized and vulnerable groups; that the information provided is factually correct and e) inclusion of all principles illustrated above complete irrespective of consequences. and identification of the ways and means by 4.4 Ethical Conduct and Values which these could be integrated into the organization’s business processes; and The organization’s stakeholders—its members, f) reviewing and reiterating incorporation and owners, constituents and others—expect the imbibing of the above principles/values in organization to conduct its activities in an ethical the business process. manner. Organizations should develop governance structures that help to promote ethical conduct inside 5 LEGAL COMPLIANCE the organization and in its interactions with others. 5.1 The organization should determine the applicable Management policies and practices should laws, statutes, regulations, issued by various demonstrate an organization’s commitment to ethical legislations or through notification of statutory standards. It is not sufficient for management to have authorities as applicable and relevant to its activities, only rule-based or compliance-based structures. Compliance systems alone can inadvertently functions and liabilities. encourage some employees simply to function on the 5.2 A formal register of such statutory and regulatory edge of misconduct, arguing that if they are not requirements should be maintained with provisions violating the law they are acting ethically. for dynamic review and updation. Organization’s policy should not only delineate the minimal standards below which an employee’s actions 5.3 The personnel responsible for compliance of will not be tolerated, but also clearly articulate a set statutory and regulatory requirements should be of values that employees should aspire to emulate. clearly identified. The person should be clearly aware about his responsibilities and authorities as also the The employees should be communicated in a clear, consequences of both wilful and negligent non- concise and well publicized manner about the core compliance. ethical statements and principles that they are expected to apply in their work as also the boundaries 5.4 It should be ensured through a systematic of acceptable behaviour. The organization should arrangement of audits that the level and extent of prepare a procedural framework, which could form a compliance is evaluated and report presented to top basis for such communication both to its employees management and the board. There should be a clear as also to other persons acting on its behalf. This policy of notifying the relevant statutory authority should include the framework for guidance, whenever there is a significant non-compliance. investigation, disciplinary and deterrent action. Clear Further, the top management or the board would also rules defining ethical standards should be specified assess the need for informing the various stakeholders regarding interaction and conduct of employees while in such an event. dealing with external agencies in matters concerning procurement, recruitment, outsourcing, disbursement, 5.5 It should also be realized that the legal liability of suppliers, dealers, etc. These guidelines should also the organization may extend to persons or other address external partners, for example, business organizations representing or acting on behalf of the associates, to respect those same values. organization. Due awareness of the legal 3 IS 16010 : 2012 responsibilities and liabilities should be extended to 7.2 Owners/Promoters partners/business associates, suppliers/distributors in 7.2.1 The owners/promoters include investors, the supply chain, etc. shareholders, financers, trustees, members of the 6 GOVERNANCE cooperative/registered society, Government appointed persons, etc. It is the responsibility of the owners/ 6.1 Governance is the way an organization works. It promoters to lay down the purpose, policies, vision, is, therefore, important that the organization has a well mission, value system of the organization and setting laid down vision and mission statement, clearly up the Board. They should set up suitable forums for indicating the very purpose for the existence of the reviewing the performance and adherence to the organization and the direction, scope and strategy that governance policies. They should also apply due it will employ to achieve its stated goals/objectives. diligence in the appointment of board members. The organization should ensure that it works towards the achievement of its objectives within its stated 7.2.2 Organization should ensure that whenever parameters in consonance with its identity and stated Annual General Body Meeting takes place, the purpose. In case there is a change in the vision or owners/promoters are adequately represented, informed and afforded equal opportunity to express stated objectives of the organization, it is prudent for their views and opinions, or cast their votes, wherever the organization to review and revise its stated vision applicable. Where significant changes with regards and mission/objectives statement. to composition of the Board, purpose of the 6.2 Good governance demands that the organization organization or business domain, shifting of registered follows ethical practices not only in judiciously office premises, or any such major decision takes utilizing the allocated financial and non-financial place, it should be ensured that all owners/promoters resources but also in ethical raising of those resources. are kept fully informed and provided adequate The organization should exercise restrain and caution opportunity to cast their votes, either in person or during fund raising, ensuring that the funds including through postal ballot. grants, aids, loans, etc, are not taken from such 7.3 Board institutions, persons, etc, where there is likely to be conflict of interest among the activities of the 7.3.1 The term board includes the respective organization, the financer and the concerned governing bodies like company board, board of beneficiary, whether directly or indirectly. trustees, managing committee for a society, governing council and similar bodies in the Government owned 7 GOVERNANCE STRUCTURE organizations. 7.1 The organization should establish a clear structure 7.3.2 The composition of the board should be clearly for governing the organization both at the policy and defined in terms of the diversity of the skills required strategy level and at the operational level. There for discharge of the board functions. Statutory should be clear definition of roles, responsibility, membership should be maintained, wherever authority, accountability and liability at each prescribed. Where there is no statutory requirement, functional level. The structure should be compatible there should be adequate numbers of independent with the organizational processes so as to ensure that members/directors which should normally be not less flow of communication and decisions takes place in than one-third of the total strength. The balance of an effective and transparent manner, which are fully the board membership should be maintained in terms understood by the respective functionaries for of gender, finance and other specialized skills, discharging their responsibilities. stakeholders keeping in view the distance and availability for ease of participation. In case 7.1.1 The governance structure is defined by a employees are represented on the board, they should hierarchy of levels which includes, not constitute a majority, both in terms of composition a) owners/promoters; and quorum for a specific meeting. b) board; and 7.3.3 There should be a clearly defined policy for c) management (strategic/operational). recruitment, election, selection of board members. The induction of new members should be through an NOTE — Sometimes the owners/promoters are not expected to assume direct responsibility of organizational affairs and open process providing opportunity of being elected/ therefore, delegate many of their responsibility as owner of selected to a wider group of stakeholders. The board the organization to the board, which then becomes responsible members should be appointed for a specified tenure. for organizational strategy and operations. Implementation of this strategy is done by management team. 7.3.4 The Board should meet at least once in every 4 IS 16010 : 2012 quarter. In case, any member of the Board does not However, it is not involved in day-to-day management attend a specified number of consequent board of the organization, which is the responsibility of the meetings, without assigning any cogent reason, they management. should be replaced. An important role of the Board is to ensure strict NOTE — Independent members or directors are those who adherence to all legal and statutory compliances. It apart from receiving member’s/director’s remuneration, if any, should also ensure that requirements/obligations do not have any other material pecuniary relationship or transactions with the organization, its promoters, its towards other stakeholders are diligently met. While management or its subsidiaries, which may affect their its role is non-interfering in nature, certain powers of independence of judgment. Further, all pecuniary approval, depending on the size and nature of the relationships or transactions of the independent member/ organization, should be vested with the Board. director should be disclosed in the annual report. 7.3.5 There are legal entities where board may not be 7.4.1 Responsibilities of the Board an essential requirement under law. However, such The following should constitute the primary organizations are encouraged to set up impartial responsibility of the Board: committees/boards or councils to oversee the application of principles enunciated in this standard. a) Formulation and review of the strategic mission of the organization; 7.4 Role of the Board b) Formulation and review of the structure of the organization; The Board of an organization provides leadership and strategic guidance, and makes objective judgement, c) Delegation of authority and responsibility of independent of the management of the organization. CEO and other senior functionaries; It exercises control over the organization, while d) Determination of the procedure of remaining at all times accountable to the owners/ appointing the CEO and the remuneration promoters. The effectiveness of the Board lies not only thereof; in fulfilling its legal requirements but more e) Formulation of important policies and importantly, guidelines on finance, administration, resource and people, etc; a) awareness and understanding of its responsibilities; and f) Appointment of the statutory auditor and the internal auditor, if required. Both the auditors b) attitude and the manner in which it should directly report to the Board; discharges its responsibilities. g) Planning and approval of long-term and An effective organizational governance system is one, short-term business plans including which allows the board to perform these dual investment plans; functions efficiently. h) Approval of annual budget and allocations The Board directs the organization and its especially of capital expenditure; management by, j) Approvals of tenders and work orders above a specified amount; a) laying down the code of conduct; k) Determination of policy and systems b) overseeing the process of disclosure and regarding the title, safeguard, location and communications; verification of fixed assets; c) ensuring that appropriate systems for m) Constitution of advisory committees for financial control and reporting and special functions or for specific purposes; monitoring risks are in place; n) Reviewing annual financial statements; d) evaluating the performance of management, chief executive, executive directors; and p) Assessment of organizational risks and their management; and e) providing checks and balances to reduce potential conflict between the specific q) Statutory obligations as provided under the interests of management and the wider relevant Act such as Company’s Act, 1956 interests of the organization. or Societies Registration Act, 1860 or The Indian Trusts Act, 1882, etc. It is accountable to the owner/promoter for creating, protecting and enhancing value, wealth, and resources The specific responsibilities of the board should be for the organization, and reporting to them on the documented and made known to all members and performance in a timely and transparent manner. other concerned. 5 IS 16010 : 2012 7.4.2 Authority of the Board 7.4.4 Liability of the Board Members Irrespective of the specific responsibilities assigned The Board members, including the independent to the Board, the Board should have the authority to members/directors, are liable for all acts and seek and review the following information from the omissions of the organization as per the relevant Acts management and to take decisions thereof: such as Company’s Act, 1956 or Societies Registration Act, 1860 or The Indian Trusts Act, 1882, etc. a) Proposed annual operating plans, budgets and any updates; 7.4.5 Committees Setup by the Board b) Proposed capital budgets and any updates; 7.4.5.1 For effective and efficient functioning of the c) Quarterly results for the organization and its Board, the Board may set up committees, depending operating divisions; on the type, size, requirements of the organizations d) Minutes of meetings of audit committee and and complexity of its functions like, audit committee, other committees of the Board; remuneration committee, project committee, contracts e) The information on recruitment and committee, investment/contribution committee, remuneration of senior officers just below the stakeholders grievance committee, etc. Board level, including their appointment or The composition, the qualifying requirement of the removal; members, terms of reference, responsibilities, powers f) Show cause, demand and/or prosecution and authorities of these committees along with time notices served on the organization, which are schedules and ethical issues, should be clearly materially important; defined. g) Details of any joint venture or collaboration 7.4.5.2 The Board should set up an audit committee agreement; which should directly report its findings to the Board. h) Transactions that involve substantial The scope of the audit committee should include the payment towards goodwill, brand equity, or following as a minimum: intellectual property; and a) Reviewing with the management the j) Any significant development in human financial statements before submission to the resources/industrial relations/other stakeholder Board for approval; relations. b) Oversight of the organizations financial All decisions of the Board should be binding on the reporting process to ensure that the financial management. statement is correct, sufficient and credible; c) Noting, appointment and removal of external 7.4.3 Accountability of the Board auditors; a) Any incidence or occurrence that d) Reviewing with management the significantly affects the functioning of the performance of statutory and internal organization or its image or has significant auditors, the adequacy of internal control adverse impact on its stakeholders such as systems and suggestion for improvement of labour, community, environment, etc; the same; b) Any material default in financial obligations e) Reviewing the adequacy of internal audit to and by the organization; function including the structure of the c) Any default in statutory and regulatory internal audit department and frequency of requirements; the internal audits; and d) Any issue, which involves possible public, f) Reviewing the finding of any internal product or services liability claims of investigations by the internal auditors into substantial nature, including any judicial matters where there is suspected fraud or court through their judgment or order which, irregularity or a failure of internal control may have passed strictures on the conduct systems of significant and material nature of the organization or taken an adverse view and reporting the matter to the Board. that can have negative implications on the The audit committee should meet periodically, organization; and preferably at least once in a quarter. e) Any other significant information which affects the organization in the long or short 7.5 Management term basis. The management comprises the chief executive, 6 IS 16010 : 2012 executive-directors and the key managers of the 7.5.2 Authority of the Management organization, involved in day-to-day activities of the The management should exercise due authorities as organization. This management structure could be less delegated by the Board. In the event where elaborate in case of SMEs/Civil society organizations management takes action beyond its designated (CSO). authorities in exigency, without approval of the The management is subservient to the Board of competent authority, and the actions have significant directors and must operate within the boundaries and impact on the organization, such matters must be the policy framework laid down by the Board. While promptly reported to the Board for ratification. While the Board is responsible for ensuring that the doing so, special consideration should be given to principles of organizational governance are adhered aspects relating to image of the organization, owner’s/ to and enforced, the real onus of implementation lies promoter’s interest, financial health and irregularities, with the management. It is responsible for translating criminal/civil liabilities, etc. Internal control systems into action, the policies and strategies of the Board should ensure that authorities are correctly discharged and implementing its directives to achieve by the respective functionaries and any transgression organizational objectives framed by the Board. is reported to higher management at the earliest. 7.5.1 Functions of the Management (Role and 7.5.3 Accountability and Liability of the Management Responsibility) Management should ensure that every person The management should carry out the following working for the organization or any other external functions: party authorized to represent the organization should a) Assisting the Board in its decision-making be made aware of the implications of his/her role process in respect of the organization’s and actions and the consequent liability his/her strategy, policies, code of conduct and action would attract in the normal course as well as performance targets, by providing necessary in the event of deviations from the prescribed and factual inputs; procedures. b) Implementing the policies and code of The organization should take appropriate action, such conduct formulated by the Board; as insurance, to cover its liability in the event of any c) Managing the day-to-day affairs of the acts and/or omissions/mishap. organization to best achieve the targets and goals set by the Board; 8 RESPONSIVENESS TO STAKEHOLDER d) Co-operating, facilitating efficient working 8.1 The stakeholder could be unions, regulators, and providing timely, accurate, substantive government, partners and associates, vendors, and material information, including financial creditors, investors, employees, suppliers, matters and exceptions, to the Board, Board- sub-contractors, consumers, customers, civil society, committees and the stakeholders; insurance institutions, financial institutions, e) Ensuring compliance of all regulations and community etc. It is important for the organization statutory laws and reporting non- to have an effective stakeholder engagement process, compliance/irregularities to the Board and for which it has to first put in place the system for to the regulatory authorities, where required identification of its stakeholders. by law; f) Setting up and implementing an effective 8.1.1 Stakeholder Identification internal control systems, commensurate with The organization should identify the individuals or the business requirements; the groups which it consider as stakeholder (both g) Promoting ethical management and internal and external), in a systematic, transparent and transparent culture in the organization; consultative manner. The process of identifying the h) Providing information to the Board on any stakeholders should be well defined. incidence or occurrence that significantly affects the functioning of the organization 8.1.2 Establishing Policy or Framework for or its image or has significant adverse impact Addressing the Interest and Concern of the on its stakeholders; and Stakeholders j) Require senior management functionaries to The organization, depending on its type, size and declare wherever their personal interest requirement should clearly formulate a policy or conflicts with the interest of the organization at framework within which it will identify and address large and provide the information to the Board. the interests and concerns of each stakeholder. 7 IS 16010 : 2012 8.1.3 Identification of Interests and Concerns of the b) complete — full and unambiguous Stakeholders information at the first instance. The identification of the needs and concerns of each c) reliable — authentic, trustworthy, consistent stakeholder should be done through consultative and emanating from authorized source in the process, within the defined policy or framework. This organization. is not a one time activity and should be taken up on d) neutral — devoid of any bias or prejudice. regular basis. e) understandable — simple, easy and 8.1.4 Stakeholder Engagement Process comprehendible language, preferably local language, respecting the stakeholder’s level a) Setup appropriate channels/forums/ of awareness, knowledge, literacy, etc. structures for the engagement with each Pictorial or sign language could also be used. identified stakeholder; f) accessible — barrier free (language, b) Define scope of engagement; awareness, finance, fear of reprisal, distance, c) Formulate terms of reference of the formal etc), ease of access and wide awareness. engagement structure; g) equitable — Non-discriminatory in terms of d) Stakeholder value enhancement; caste, creed, equal opportunity etc. e) Process documentation; h) timely response — prompt and efficient f) Minutes of formal meetings should be response. documented; and 8.1.6 Grievance Handling Mechanism for all g) Feedback system. Stakeholder 8.1.5 Responsiveness to Stakeholder The organization should establish systems for timely While sharing information with the various addressing and effective redressal of stakeholder stakeholders, it should be ensured that the information grievance. For guidance, reference may be made to is, IS/ISO 10002, IS/ISO 10003 and IS 15700. a) relevant — specific to concern of the 8.1.7 Summary of Stakeholder Engagement Process stakeholder avoiding superfluous content. by the Organization Stakeholder Their Concern Engagement Process by the Information Sharing by Classification Organization the Organization Customer Quality of product and Capturing voice of customer, Quality, quantity, cost of services including issues for example, surveys, product and services relating to health and safety feedback, meets, etc; being delivered; terms of Environment impact; Effective grievance redress doing business ethics/anti-corruption mechanism Employee Quality of work Capturing voice of people, All policies, rules and environment and for example, employee guidelines relating to recognition; career satisfaction survey, employees; progression; Human rights employee participation in Decisions and their basis ethics/anti-corruption management Investors/Share- Return on investment; Investor’s meet, AGMs; Comprehensive holders/ Risk minimization; Reporting; Supervision accounting results; Financers/Donors Use of money for intended legal non-compliance; purpose; Investment planning; Maximum money spent on Annual Report actual execution of the project/programme Supply chain Terms of doing business Supplier’s/ Distributor’s Terms of doing such as suppliers including financial and meet business; and Distributors credit limits; Capacity Status of payments; building; Fair and Reasons for termination transparent process of business or rejections; Code of conduct 8 IS 16010 : 2012 Stakeholder Their Concern Engagement Process by the Information Sharing by Classification Organization the Organization Government Financial accounting and Timely submission of Statutory compliance compliance to tax laws; statutory reports including reports Compliance to other payments of taxes; Report of affirmative statutory requirements; Securing time bound action Large scale impact of statutory; approval and organization’s activity on clearances; Lobbying for stakeholders/ national bonafide interest; image, security and Participation in policy economy Environment making process; Impact; Human rights Participation in public ethics/anti-corruption private participation programmes; Participating/ implementing social programmes of Government Community/ Sustainable development; Formal interaction Reports of progress/ Beneficiary/ Protection against adverse mechanisms with development/ surveys/ Target groups impact; communities; social audits/programmes/ Compliance to Social Community satisfaction Social and environmental mandates; surveys; issues through community NOTE—Social mandates could Social audits news letters; Awareness arise out of Government policy, meets/Awareness funding agencies terms, organization’s own policies; programmes Environment impact; human rights ethics/anti-corruption Civil society Sustainable development; Meetings, seminar, Communication of Respect towards social, conferences; programmes, policies, cultural, traditions and Mass communication future plans, progress practices; channels such as internet reports, as relevant, Protection against based interactive system, through media, Public exploitative practices; information counters, call awareness, seminar, Environment impact; centres conferences, etc Human rights ethics/anti-corruption Business Terms of doing business Formal business meet; Progress reports; Associates/ including financial and Review forums circulars, notifications, Partners credit limits; newsletters covering Fair and transparent changes in policies; selection process; plans, terms etc Corresponding growth; Capacity building; Environment Impact NOTE — The primary concern of all stakeholders is the protection and conservation of environment in context of organization’s activities. The organization should conduct periodical survey of environmental impact with regards to its activities while proactively engaging with the concerned stakeholders. The organization could share statutory compliance value statements. These should be supported by policies report; its policies; environment survey results; etc. and objectives, which should address the following preferably through public domain, with the concerned governance related aspects as the minimum: stakeholders to address their concerns. a) Scope of the activities of the organization in 9 POLICY, PLANNING AND STRATEGY clear and unambiguous terms which should be consistent with the purpose and identity The organization should define its vision, mission and of the organization; 9 IS 16010 : 2012 b) Commitment to comply with statutory b) A specific designated committee could be set provisions; up for reviewing the good governance c) Commitment to engage with stakeholders; practices of the organization like, and 1) Policy deployment; d) Commitment for ethical raising of funds and 2) Feedback system; its judicious usage for the stated purpose. c) System of identification and reporting of all breaches should be established; 10 DOCUMENTATION, MONITORING AND d) Checks and balances should be introduced for REVIEW limiting discretionary powers and authorities 10.1 Documentation in the hands of individuals; e) Establish a systems for detecting, controlling It is good practice for an organization to at least and preventing fraud and corruption related document the following: activities; a) Vision, mission and values statement; f) A system of checking legal and financial b) Code of conduct for Board members, compliances of the organization; and functionaries, partners, associates, members, g) A system of checking non-compliance in employees, etc; ethical conduct and other policies, systems c) Roles, responsibilities, authorities, and procedures of the organization. accountability and liability of the Board 11 REPORTING (DISCLOSURES) AND members, designated authorities, other COMMUNICATION management functionaries and employees/ representatives of the organization; 11.1 Reporting (Disclosures) d) Terms of reference of Board, audit committee The organization should ensure establishment of proper and other committees; reporting mechanisms for disclosures. There should e) Terms of doing business with the be a well laid down system for timely statutory and organization, as relevant to each contract regulatory reporting. The organization as a minimum including time schedules and ethical issues should publish its annual report which could contain like integrity pact, etc; the following: f) Documents of external origin as applicable a) Organizational structure; to the organization like various statutory acts namely, Company’s Act, Factories Act, b) Scope of its activities; Labour Act, Industrial Disputes Act, Shops c) Project details; and Establishment Act, Societies Registration d) Financial statements including statement of Act, 1860, etc; audited accounts; g) Specific policies (like human resource, gender, e) Other major activities of organization; environment, quality safety, whistle blower f) Any major decisions taken like investment policies) and objectives relating to corporate plans, financial liability, etc; governance and related targets, if any; g) Legal and statutory disclosure statement h) Grievance redress mechanisms for all including violation, structures, if any; category of stakeholders; and h) Stakeholder engagement initiatives, etc; j) Policy and procedure for providing j) Environmental issues linked to the activities information related to organization to relevant of the organization, wherever relevant; and stakeholders. k) Grievance redress data. The above documents should be accessible to the The CSOs, especially those engaged in programme relevant stakeholders, as needed. Where the business/ implementation should prepare a position paper interaction is through external personnel and agents, periodically say, every three years, on issues such as their roles, responsibilities and accountability and liability should be clearly laid down. a) Financial sustainability, b) Institutional sustainability, 10.2 Monitoring and Review c) Programmatic sustainability, and a) Through internal audits, external audits and d) State, need and relevance of corpus, audit committees; endowment and general funds. 10 IS 16010 : 2012 Trend analysis coming out of the system should form been provided in Annex A to distinguish between other a loop. aspects of governance. All legal compliances should be listed and disclosures This model is only for self understanding and should made to appropriate authorities as and when required. not be used for certification purposes. 11.2 Communication 12.1.1 Initial Level The organization should establish channels of internal This is the initial level at which the organizations and external communication in consultation with the struggle to somehow comply with bare minimum legal respective functionaries for effective communication requirements. There is adhoc approach in decision- with the respective stakeholders. making and the focus is on managing the crises. The information disseminated should be accurate, 12.1.2 Basic Level factual, relevant, timely, complete, understandable and a) The organization has created some structure accessible. with management controls including There should be a policy to preclude providing of planning, monitoring and control system for misleading/confidential information to media or any ensuring compliance to all legal requirements. other public authority, potential customer, public, etc. It has adopted the well established practices like IS/ISO 9001. The organization should also make available such b) The organization has initiated some processes information as is relevant to various stakeholders for disclosures like publication of annual through Web and other media as a part of transparency. report. The channels through which information could be accessed should also be publicized widely including 12.1.3 Defined Level those relating to grievance redress. a) The organization has well defined and written 12 MATURITY COMPLIANCE MODEL roles, responsibilities, authority and accountability for decision-making at all 12.1 It is recognized that achieving matured levels of levels. governance requires sustained and progressive b) It has initiated some process for stakeholder management action, supported by suitable policies, engagement. good management practices (GMP), engagement and c) It has initiated some process for assessing the active participation of all stakeholders. sustainability of the organization — (GMP). It may not be feasible to attain a very high degree of d) It has established policies to implement maturity from initial stages through immediate actions. environment management practices, Annex A presents a maturity ladder on which occupational health and safety (OHSAS) organization can gauge their current level of maturity practices, social accountability practices, etc, and also determine the next steps. It is recommended — (GMP). that while implementing the maturity model, e) It has defined policies towards labour, organizations should prepare a time chart for achieving environment, fair business practices, ethics, each level of maturity with adequate intervals to and community development. stabilize the efforts and their results before moving to f) It is engaged in some social activity in the the next level. neighbourhood or nearby vicinity. The higher steps of the maturity model also refer to g) It has established a policy for grievance some of the prevailing practices adopted by redress mechanism. organizations which are indicative of their proactive and responsible participation towards global, 12.1.4 Managed Level environmental, and other societal expediencies. a) The organization has clearly defined vision, Organizations are encouraged to add other tools/ mission and goals. practices of good governance as applicable to their b) It has implemented the defined policies w.r.t. relevant sectors at various steps of their progress. It IS/ISO 9001, IS/ISO 14001, IS 16001, should be recognized that while good management IS 18001 OHSAS, etc. practices are necessary to support good governance, c) It has implemented the policies towards they alone are not adequate or sufficient to be qualified labour, environment, fair business practices, as good governance. Suitable references to GMP have ethics, community development. 11 IS 16010 : 2012 d) It has adopted robust auditing and self establishing ethics committee, adoption of assessment system. Integrity Pact (as done by PSUs), product e) Transparency and public disclosure are clearly recall in specific cases, adoption of voluntary demonstrated. sectoral frameworks like Electronic Industry f) It has implemented an effective grievance Code of Conduct (EICC), green building redressal mechanism. certification, life cycle assessment, etc. The organization takes care of the interests of all g) It has a proactive approach for using stakeholders way beyond the statutory or legal complaints and feedback for systemic requirement. It works towards building its improvements. — (GMP) long term sustainability. 12.1.5 Optimized Level b) It has well defined and implemented policies a) This is the highest level of maturity where towards human rights, carbon footprint, and organizations have proactively adopted global climate change. practices that demonstrates a very high degree c) Prepares sustainability report regularly. of responsible behaviour, way beyond Annex A provides a list of activities, together with their considerations of any economic benefit to the brief explanation that organizations at higher maturity organization. These may include, for example, levels of good governance can adopt and implement ANNEX A (Clauses 12.1 and 12.1.5) A-1 CORPORATE SOCIAL RESPONSIBILITY information, knowledge, etc; controlled by a firm that (CSR) enable the firm to conceive of and implement strategies CSR is a form of corporate self-regulation integrated that improve its efficiency and effectiveness to gain into a business model which would function as a built- competitive advantage. in, self-regulating mechanism whereby business would A-4 ENTERPRISE RESOURCE PLANNING monitor and ensure its support to law, ethical standards, (ERP) — (GMP) and international norms and embrace responsibility for the impact of its activities on the environment, Enterprise Resource Planning (ERP) system is an consumers, employees, communities and stakeholders. integrated computer-based application used to manage Community-based development approach is becoming internal and external resources, including tangible an important element of the CSR. assets, financial resources, materials, and human resources. An ERP system connect the necessary A-2 CARBON FOOTPRINT software in order for accurate forecasting to be done A carbon footprint is the total set of greenhouse gases and allows inventory levels to be kept at maximum (GHG) emissions caused by an organization, event, efficiency and the company to be more profitable. product or person expressed in terms of the amount of A-5 AFFIRMATIVE ACTION carbon dioxide, or its equivalent of other GHGs, emitted. Once the size of a carbon footprint is known, Affirmative action refers to policies that take factors a strategy can be devised to reduce it. including race, color, religion, sex or national origin into consideration in order to benefit in terms of A-3 RESOURCE EFFICIENCY — (GMP) employment, education, public contracting and health The resource efficiency is a business management tool programmes an under-represented group like ST/ SC, used to determine the strategic utilization of resources Physically disabled etc. usually as a means to counter available to a company. Resources like all assets, the effects of a history of discrimination. Also, actions capabilities, organizational processes, firm attributes, taken to increase the representation of women and 12 IS 16010 : 2012 minorities in areas of employment, education, and separate them into the materials that may be business from which they have been historically incorporated into new products. This is different from excluded. reuse in which energy is used to change the physical properties of the material. A-6 SUSTAINABILITY REPORT Companies produce a corporate sustainability report A-10 ECO-EFFICIENCY— (GMP) (CSR) to provide information about challenges and Eco-efficiency is based on the concept of creating more achievements to shareholders, employees, the public goods and services while using fewer resources and and other stakeholders about progress made on creating less waste and pollution. It is achieved through integration of sustainability principles into company the delivery of priced goods and services while planning and programs and its outcome. Sustainability progressively reducing environmental impacts of goods Reports address the existing and emerging issues for and resource intensity throughout. The reduction in sustainability for long-terms. ecological impacts translates into an increase in resource productivity, which in turn can create a A-7 ENERGY CONSERVATION/ENERGY competitive advantage. EFFICIENCY — (GMP) Energy conservation refers to efforts made to reduce A-11 ZERO WASTE APPROACH — (GMP) energy consumption. Energy conservation can be Zero waste is a philosophy that encourages redesigning achieved through increased efficient energy use, of resource life cycles so that all products are reused. reduced consumption from conventional energy Zero waste can represent an economical alternative to sources using renewable sources of energy. Corporate waste systems, where new resources are continually have their energy policy to increase energy use required to replenish wasted raw materials and efficiency and maximize its profits. Organizations that producing a more efficient product. Not only is Zero are direct consumers of energy choose to conserve Waste about recycling and diversion, it also restructures energy to reduce energy costs and promote economic production and distribution systems to prevent waste security. Certificates like GRIHA are given to buildings from being manufactured in the first place. In addition, for achieving high energy conservation. GRIHA is the the materials that are still required in these re-designed, abbreviation of Green Rating for Integrated Habitat resource-efficient systems will be recycled back into Assessment (GRIHA), which is an initiative of Ministry production. It can also represent an environmental for New and Renewable Energy (MNRE) and The alternative to waste management. Energy and Resources Institute (TERI). A-8 EMPOWERMENT AND CAPACITY A-12 GREEN CHEMISTRY— (GMP) BUILDING — (GMP) Green chemistry, also called sustainable chemistry, is Employee empowerment and capacity building is a a philosophy of chemical research and engineering that beneficial process for employees, managers, and the encourages the design of products and processes that company as a whole. It is an on-going process that minimize the use and generation of hazardous requires effort and dedication to improve working substances. Where environmental chemistry is the relationships, thereby improving the overall chemistry of the natural environment, and of pollutant effectiveness of the company. Employee confidence chemicals in nature, green chemistry seeks to reduce and capability increase as they gain additional and prevent pollution at its source. Various international experience in management and organization through awards like Presidential Green Chemistry Challenge management’s autonomous analysis, decision-making, Awards, Australia’s Green Chemistry Challenge and action. Awards, Canadian Green Chemistry Medal etc are given to people or organization for innovations in green A-9 3R APPROACH — (GMP) chemistry. The waste management hierarchy refers to the 3Rs of A-13 MDG (MILLENNIUM DEVELOPMENT reduce, reuse and recycle, which classify waste GOAL) — (GMP) management strategies according to their desirability. Reduction involves efforts to reduce hazardous waste The Millennium Development Goals (MDGs) are eight and other materials by modifying industrial production. international development goals that all 192 United Source reduction methods involve changes in Nations member states and at least 23 international manufacturing technology, raw material inputs, and organizations have agreed to achieve by the year 2015. product formulation, reuse the elements of the They include eradicating extreme poverty, reducing discarded item again and recycle the discarded items, child mortality rates, fighting disease epidemics such 13 IS 16010 : 2012 as AIDS, and developing a global partnership for provide guidelines on how to reduce the social and development. The aims of Millennium Development ecological impacts of what we consume. Goals (MDGs) are to encourage development by improving social and economic conditions in the A-15 ANTI-CORRUPTION world’s poorest countries. There is a universal growing recognition that corruption is anti-economic development, anti-poor and anti- A-14 SUSTAINABLE CONSUMPTION — (GMP) national. Some systematic efforts should be made by Sustainable consumption is the use of services and organizations to tackle the issue of corruption. The related products which respond to basic needs and bring passing of the Right to Information Act is a major step a better quality of life while minimizing the use of towards empowering the civil society and making the natural resources and toxic materials as well as organizations more accountable. Organizations should emissions of waste and pollutants over the life cycle follow different guidelines and practices like of the service or product so as not to jeopardize the Whistleblower’s Act to keep corruption at the far end. needs of future generations. Sustainable consumption The organization should strengthen its internal controls considers the issues that go beyond the individual. both for controlling and preventing incidences of These include not only the ecological impacts, but also corruption within the organization. Surprise checks the equity, human rights and political dimensions of could also be conducted to monitor various activities sustainability in the production and consumption especially those which are more prone to corruption. process. These aspects of sustainable consumption Reference could also be made to IS 15900. ANNEX B (Foreword) COMMITTEE COMPOSITION Social Responsibility Sectional Committee, MSD 10 Organization Representative(s) Department of Consumer Affairs, Ministry of Consumer Affairs, SHRI MANOJ PARIDA (Chairman) Food & Public Distribution, New Delhi All India Carpets Manufacturers Association, Varanasi SHRI RAVI PATODIA SHRI AVINASH CHANDRA BARANWAL (Alternate I) PROF (DR) KAMAL KANTI GOSWAMI (Alternate II) Arcelor Mittal India Ltd, New Delhi SHRI SUDHIR K SINHA Cement Manufacturers Association, Noida SHRI S. K. DALMIA Central Bureau of Investigation, New Delhi SHRI SUJEET PANDEY SHRI VIVEK DUTT (Alternate) Confederation of Indian Industry (CII), Gurgaon SHRI ANANT G. NADKARNI SHRI SHIKHAR JAIN(Alternate) Consumer Coordination Council (CCC), Noida SHRIMATI RAMABEN R. MAVANI SHRI R. K. KAPLASH Consumer Education & Research Society (CERC), Gujarat SHRI P. K. GHOSH SHRI RAJAN R. GANDHI (Alternate) Delhi Fire Service Headquarters, New Delhi SHRI A. K. SHARMA Department of Commerce, Ministry of Commerce & Industry, SHRI PRASHANT GOYAL New Delhi SHRI CHANCHAL C. SARKAR (Alternate) Department of Consumer Affairs, Ministry of Consumer Affairs, SHRI ANURAG BHALLA Food & Public Distribution, New Delhi Department of Corporate Affairs, Ministry of Corporate Affairs, SHRI MANOJ KUMAR ARORA New Delhi FICCI, New Delhi SHRI PARESH TEWARY Goa Institute of Management, Goa DR DIVYA SINGHAL Indus Business Academy, Greater Noida DR DIVYA KIRTI GUPTA Janaki Devi College, New Delhi DR SAROJINI SINGHAL 14 IS 16010 : 2012 Organization Representative(s) Jansankhya Sthirata Kosh (National Population Stabilization REPRESENTATIVE Fund), New Delhi Kamala Nehru College, New Delhi DR SAVITA HANSPAL Ministry of Commerce & Industry, Department of Industrial SHRI ZAKARIA KHAN YUSUFZAI Policy and Promotion, New Delhi Ministry of Environment and Forests, New Delhi REPRESENTATIVE Ministry of Labour, New Delhi SHRI S K VERMA Ministry of Social Justice & Empowerment, New Delhi SHRI V. B. PACHNANDA Ministry of Textiles, New Delhi SHRI BHUPINDER SINGH SHRI A. B. JOSHI (Alternate) National Safety Council, Navi Mumbai SHRI K. C. GUPTA SHRI M. M. KULKARNI (Alternate) NTPC Ltd, New Delhi SHRI DINESH AGRAWAL SHRI ASHOK CHAKRAVORTY (Alternate) Office of the Development Commissioner, Micro, Small and SHRI N. NAIK Medium Enterprises, Ministry of Micro, Small and Medium SHRI P. K. SINHA (Alternate) Enterprises, New Delhi Steel Authority of India Ltd (SAIL), Bhilai SHRI ABHIJIT MUKHERJEE SHRI S. BOSE (Alternate) TATA Motors Limited, Pune SHRI M. B. PARALKAR SHRI D. M. DESHPANDE (Alternate) The Society for Upliftment of Masses, New Delhi SHRI J BHUSHAN MS KAMAL SHARMA (Alternate) Transparency International India, New Delhi COL K. R. DHARMADHIKARY DR S. K. AGARWAL (Alternate) VOICE, New Delhi DR SRI RAM KHANNA DR G. SUNDARAM (Alternate) In personal capacity (Flat 302, Tower 2, Valley View Estate SHRI VIRAF MEHTA Gwalpahadi, Gurgaon-Faridabad Road, Gurgaon 122003) BIS Directorate General SHRI N. K. PAL, Scientist ‘F’ & Head (MSD) [Representing Director General (Ex-officio)] Member Secretary SHRIMATI RENU GUPTA Scientist ‘E’(MSD), BIS Panel on ‘Good Governance Practices’, MSD 10/P-3 NTPC Ltd, New Delhi SHRI DINESH AGRAWAL (Convener) Confederation of Indian Industry, New Delhi SHRI ANUPAM KAUL Credibility Alliance, New Delhi SHRI MATHEW CHERIAN Development Consultant, New Delhi DR MEERA MITRA IIT, Roorkee PROF VINAY NANGIA Indus Business Academy, Greater Noida DR DIVYA KIRTI GUPTA Kamala Nehru College, New Delhi DR SAVITA HANSPAL Steel Authority of India Ltd (SAIL), New Delhi SHRI ABHIJIT MUKHERJEE Tata Council for Community Initiatives, Mumbai SHRI BHARAT WAKHLU The Society for Upliftment of Masses, New Delhi SHRI J. BHUSHAN Times Foundation, New Delhi SHRI POORAN PANDEY Transparency International India, New Delhi COL K. R. DHARMADHIKARY In personal capacity (Flat 302, Tower 2, Valley View Estate SHRI VIRAF MEHTA Gwalpahadi, Gurgaon-Faridabad Road, Gurgaon 122003) 15 Bureau of Indian Standards BIS is a statutory institution established under the Bureau of Indian Standards Act, 1986 to promote harmonious development of the activities of standardization, marking and quality certification of goods and attending to connected matters in the country. Copyright BIS has the copyright of all its publications. No part of these publications may be reproduced in any form without the prior permission in writing of BIS. This does not preclude the free use, in the course of implementing the standard, of necessary details, such as symbols and sizes, type or grade designations. Enquiries relating to copyright be addressed to the Director (Publications), BIS. Review of Indian Standards Amendments are issued to standards as the need arises on the basis of comments. 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