CSR SHAPING THE FUTURE OF SUSTINABLE GOVERNANCE

Ms. Anchal (Corresponding author)

B.B.A., L.L.B
4th Year Student
Chanakya National Law University.

E-Mail- [email protected]

Dr Md Safiullah
Assistant Professor of Management,
Chanakya National Law University.
E- Mail- [email protected]

Abstract
The paper emphasizes the significance of corporate governance in overseeing a company's
objectives and management performance. It highlights the role of transparency,
accountability, and ethical decision-making in building stakeholder trust and driving long-
term value creation within organizations. Then it underscores the importance of CSR as a
commitment to ethical operations, economic development, and societal well-being. It
discusses how embracing CSR initiatives can enhance a company's reputation, brand equity,
and financial standing, while also promoting social responsibility and environmental
stewardship. The paper also explores the role of corporate democracy in fostering inclusivity,
transparency, and accountability within organizations. It discusses how empowering
stakeholders to participate in decision-making processes leads to informed and ethical
business practices. By engaging employees, shareholders, and other stakeholders in key
decisions, corporate democracy promotes a culture of ownership and collective responsibility,
driving organizational success and sustainability. And at the end it highlights the
interconnectedness of corporate governance, CSR, and corporate democracy in shaping
sustainable governance practices. It emphasizes how companies that prioritize these
principles not only mitigate risks and enhance performance but also contribute to a more
sustainable and equitable future for all stakeholders. Paper highlighted the importance of
strategic imperative and moral obligation for businesses to embrace these values for long-term
success and societal impact. It stresses the importance of integrating corporate governance,
CSR, and corporate democracy to build resilient and responsible businesses in today's
dynamic business landscape.

1
Keywords: CSR, Corporate Democracy, Corporate Governance, Sustainable Governance

INTRODUCTION
The term "Corporate Governance" has been defined by the Organisation for Economic Co-
operation and Development as a system in which the company's directors, managers,
shareholders, and other interested parties are each given certain roles and duties. (Routledge
Taylor (2008), Francis Group 2010)
The corporate governance oversees the company's goals and management's performance
included in this framework are: the owners' strategic goals; the employees' interests; the local
area and environment; excellent connections with customers and suppliers; and compliance
with regulatory authorities' orders. How well a corporation practices corporate democracy is
a key indicator of its corporate governance. When all members take part in the company's
decision-making process, it's called corporate democracy. A strong corporate democracy
cannot be led by shareholders with short-term investments in the company. (N.L.Mitra, 2014)
Corporate social responsibility, on the other hand, refers to the altruism that businesses
engage in for the benefit of their stakeholders. It is the firm's dedication to meeting social,
environmental, and economic demands. A company's credit rating and reputation in the
business world can both benefit from CSR. Sustainable development, social performance, and
corporate conscience are the three main components of the term Corporate Social
Responsibility. (Tabassum Chaudhary,2016)
Since the end of the 1990s, corporate sustainability reporting methods have gained importance
among significant companies worldwide. It is a subject that is developing increasingly and is
crucial to the commercial and academic worlds (Amin & Chaudhary, 2016). It has now been
considered to be part of CSR as well. Businesses nowadays are attempting to integrate
sustainability initiatives into their business practices. This is because socially responsible
business practices have become more popular due to growing concerns about global warming,
climate change, environmental degradation, resource depletion, and human rights. (Sheldon &
Park, 2011)
In the end, businesses must deal with each of these problems in order to restore the earth's
resilience and equilibrium and to satisfy the needs of both internal and external stakeholders
(such as suppliers, capital providers, and employees) as a part of CSR activities (Adams &
Frost, 2008).
Companies are willingly releasing their sustainability reports to show that (Ebinger et al.,
2006; Dyllick&Hockerts 2002). This trend has increased as a result of customer education

2
and awareness campaigns, which put pressure on companies to report on their sustainable
operations. Furthermore, to measure how well the economy, society, and environment are
doing in critical areas using non-financial information that supports a broader picture of
organisation performance, organisations need to be more transparent and accountable to stock
exchanges, markets, the government, society, and investors. (Roca & Searcy, 2012) As a result,
senior management is compelled to enhance both the company's reputation and sustainability
policies (Elijido Ten et al. 2011).
Consequently, managers are expected to exert a greater degree of control on social and
environmental performance criteria in addition to the profitability measurements that they
now oversee. Globally, there has been an increasing recognition of the need to prioritise
sustainability reporting (Michelon et al., 2019). As a result, businesses all around the world
began to disclose information about sustainability. The number and quality of sustainability
reporting were positively correlated with the implementation of the GRI guidelines (Kumar et
al. 2021), and this has been accepted as the standard reporting process worldwide, including in
India.

ORIGIN OF CORPORATE SUSTAINABILITY REPORTING AND CSR

Modern organisations have shown a readiness to provide data on their social, economic, and
environmental performance, indicating that they understand the need for sustainability.
Moreover, the demands for accountability from stakeholders have compelled businesses
worldwide to acknowledge the importance of better governance. (Dodds&Kuehnel, 2010).
Companies are under growing pressure to disclose their corporate behaviour in a more open
manner (Kolk, 2008; Pollach et al., 2009).
According to studies, civil society organisations frequently saw themselves as "watch dogs' on
corporate behaviour, and consumers and the media express demands on behalf of these
organisations. This holds true for every nation on the planet. Due to their negative effects on
the environment and society, the chemical industry released the first sustainability reports in
the late 1980s. Additionally, this approach was implemented by the tobacco industry to reveal
global sustainability initiatives. It began by taking into account the serious environmental
challenges that propelled the US sustainability reporting movement. Since then, a lot of
organisations have started to share details about their sustainability, social, and environmental
policies. Since the release of independent environmental studies in 1989, their significance has
increased dramatically. When the concept gained popularity in the early 1990s, sustainability
was mostly seen as a business term. As sustainability was increasingly viewed from an ethical

3
and moral perspective in the corporate community, the concept gradually took on a new form
that gave rise to Corporate Social Responsibility (Boudreau & Ramstad, 2005). Something
went wrong with the movement that began to speak up in favour of environmental protection,
and businesses and the government are now engaged in a conflict. Their main contention is
that enterprises must be forced to adopt more environment-friendly practices and that
consumer awareness and effective education programmes are necessary to make voluntary
action insufficient for environmental protection. Although laws and education are important,
they might not be sufficient to address the issue entirely or promptly (Prahalad &
Rangaswami, 2009). Ultimately, nevertheless, this sustainability strategy examined the right
steps to prevent environmental calamities.
Major changes in CSR and corporate governance in India
Company governance in India was in a bad situation after independence. There were no
appropriate provisions in the Companies Act of 1956 that encouraged good corporate
governance practises at the time. In India, there was no predetermined system for overseeing
corporations. In many cases, the individuals exercising the Board's powers were close relatives
or friends. It was common practice at the time to repress minority shareholders. Corporate
reporting was of low quality, and the system for overseeing companies was equally dismal, at
least up until the 1990s. (Varun Bhat, 2007)

1992- SEBI establish

1991- policy to liberlise committee shape 1998 confederation- code
and globalise economy companygovernance of conduct

2002- Chandra committee to

2000-SEBI sEstb. KM 2001- cl 49 of listing clarify role of auditor and
Birla committee to agreement, compulsorily director.
uplift govenance issue compliance report
standard

2004- Indrani 2013- CSR law and compulsorily

2000-SEBI Estb. KM
committee chanage in creating a report to identify the
Birla committee to S
Companies Act 1956 proper functioning of the governance
s
uplift govenance
standard S
s
s

s 4
FIGURE 11

Cl. 49 of the Listing Agreement which applies to the companies listed on the stock exchange.
These companies were bound to contain compliance reports on corporate governance. Later
due to the passing of the Sarbanes Oxley Act by the United States and due to the incidents of
governance activities the Naresh Chandra Committee was constituted in the year 2002 to put
a mandatory recommendation on the role of auditors and independent directors of the
company. During this period, the SEBI also analyzed the workings of Clause 49 of the Listing
Agreement and found that there was still a need to safeguard the rights of the investors. To
this support, SEBI formed the committee under the guidance of NagavaraRamarao Narayana
Murthy to strengthen the Listing Agreement. A revised clause 49 was released on the
recommendations of this committee. The drastic change in corporate governance came in the
year 2004 when the Government of. Therefore the companies act 2013 explicitly brought the
concept of CSR . the act gave the exclusive power to regulate the companies proficiently
including CSR activities as a part of the good governance.

THE COMMON LINKAGE BETWEEN CORPORATE GOVERNANCE AND

CORPORATE SOCIAL RESPONSIBILITY
"Corporate Social Responsibility" and "Corporate Governance" are complementary concepts
that must be present in any discussion of effective business governance. In India, companies
that have developed sustainable development models for society also receive CSR awards and
best Corporate Governance awards. According to research, financial markets always reward
companies with strong governance and punish those with weak governance. In both areas,
firms are held to the greatest standards of accountability to their stakeholders. To boost
stakeholder and investor confidence, both fields encourage openness, accountability, and
disclosure in business operations. (Lutgart Van den Berghe and CeliineLoche, 2011)
It also help corporations reap long-term benefits and keep their businesses running smoothly,
SEBI has recently drafted regulations requiring publicly traded companies to disclose all
material matters, including financial reports, performance, ownership details, and governance
frameworks. CSR shows the company's conscience and its dedication to stakeholders over the
long term, while Corporate Governance assists the board in accepting ethical considerations
while making decisions on shareholder interests. The two pillars of CSR, Corporate

1SOURCE: AUTHOR COMPILATIONS

5
Governance and Corporate Social Responsibility, are now working together to end the
exploitation of employees, communities, and resources. (Amiram Gill, 2008) They collaborate
and keep stakeholders informed. CSR initiatives are the product of solid business governance.
John Hancock identifies four cornerstones of corporate social responsibility (CSR) in his book
"Investing in Corporate Social Responsibility": strategic governance, human capital,
stakeholder capital, and the environment. The business should uphold these principles.
Additionally, it aids organisations in increasing their future value. Without these tenets of
good corporate governance, companies would never be able to achieve their CSR goals. Both
Corporate Governance and CSR are essential for a company's success, which is another shared
characteristic of the two fields. Companies should make sure they are equally a part of how
things work. Companies with strong corporate governance safeguard their shareholders,
while those with a focus on social responsibility safeguard the company's stakeholders. Many
Indian businesses have included a Corporate Social Responsibility Committee into their
organisational structure since it helps them gain value for their organisations. Their Board
report still includes Corporate Governance and CSR. Here are some key instances where the
two fields collaborate: -
Transparency: In both fields, transparency plays a key role. (JOHN FARRAR & PAMELA
HANRAHAN, 2016) Companies are required to provide the "full details of CSR policy" in their
financial statement before approval and signing by the Board of Directors to encourage
transparency in corporate activities. Companies' average and net profits, prescribed CSR
funds, CSR expenditures, CSR funds spent during the immediate financial year, an
explanation for not spending the 'unspent amount,' and a declaration from the CSR
Committee that the monitoring and implementation of CSR policy are according to the
company's strategy should all be included in the transparent Board report. The Board should
make sure that all the information is available to the public to promote openness in CSR
operations. Now that it has signed the UN Global Compact, India is a major player in it. The
promotion of openness is a goal of the United Nations Global Compact. The United Nations
Global Compact and its 10 principles are anticipated to have the backing of the participants.
Despite India's new membership in the United Nations Global Compact, the country should
work to increase openness in other areas as well. India came up at number 93 out of 180 nations
on Transparency International's most recent Corruption Perceptions Index (CPI) 2023. Our
laws and regulatory organisations are not being adequately enforced, as shown by these
statistics.

6
Accountability: The Board is perpetually responsible for CSR accountability. The Board will
make sure that the money is being used for what it approves of. The company's Chief Financial
Officer (CFO) or someone with decision-making authority over the company's finances will
also verify it. Since this is an ongoing project to which the firm has contributed, it is the
responsibility of the company's board to carry it out according to the agreed upon schedule.
The firm's have the option of carrying out CSR initiatives in-house or entrusting them to third
parties. The law has also made it possible to assist Sec 8 corporations with their corporate
social responsibility initiatives, ensuring that Section 8 firms are registered if they have
entrusted them with CSR initiatives. The Board must also look at these businesses. Its
performance record in handling Schedule VII activities over the past three years should be
favourable. Nowadays, not only may one company work jointly on a project, but two or more
can do so as well. On top of that, businesses can team up with global organisations to make
their ambitions a reality. To ensure a smooth implementation, businesses must adhere strictly
to the terms outlined in the MOU they signed with the implementing agency. Prompt
notification of any modification to the agreement is required. The parties responsible for
overseeing the CSR money should designate a point of contact.
Disclosure: Companies' motivating motivations can be altered through disclosure, which also
serves to enlighten stakeholders. As it relates to CSR, the disclosure principles are crucial.
Businesses must be transparent about the trusts and registered societies that they work with
for their corporate social responsibility initiatives. In addition, the company's members are
entitled to view the CSR fund utilisation registry at any time. The company's register is open
for inspection by any member, who can also make copies and extracts from it. Each and every
annual general meeting has to have this register inspected.

ROLE OF THE BOARD IN IMPLEMENTING CORPORATE SOCIAL RESPONSIBILITY

& CORPORATE GOVERNANCE PRACTICES
The Board is the highest decision-making authority. It shows the public how the company
sees itself. In avoiding problems and enhancing the standing of the business they represent, it
is crucial. When necessary, the Board must advise and counsel the company's senior
management. In every company, the board of directors is responsible for keeping an eye on
everything. The organization's core ideas and ideals are upheld. It is comprised of a number of
Directors who are typically chosen by the company's shareholders. In most cases, the directors
are chosen by the shareholders through a system of annual rotation, with a portion of the
directors departing from office. By approving the resolution, shareholders have the power to

7
remove the members of the Board. The company's CSR programmes are the responsibility of
the board of directors. It needs to make sure the company's CSR programmes are getting
enough attention. Every aspect of CSR is overseen by the Board. The CSR policy can be better
planned, implemented, and designed with its support. Board duties include establishing the
CSR Committee, writing the CSR policy, staffing CSR programmes with qualified individuals,
conducting impact assessments on a regular basis, and giving final approval to the CSR report.
(Kshama v kaushik, et. al 2017)
Companies are required to form a "CSR Committee" after they reach a certain threshold as
outlined in Section 135. If the sum is below fifty lakh rupees, however, the necessity to
constitute a CSR committee is reduced. The Board decides who will serve on this committee.
To ensure its smooth operation, the Board of Directors selects at least two directors, one of
whom must be an independent director. Some businesses are exempt from the need for a
minimum of three directors and are instead limited to appointing two. Because it is the CSR
Committee's responsibility to establish the firm's CSR policy, determine the activities for
which the company must allocate its contribution, determine the total amount to be spent,
and oversee the policy's development, this committee plays a crucial role. Following the
Board's establishment of the CSR Committee, it is the responsibility of the Committee to draft
the CSR Policy. To make strategic use of the donations, the company follows the CSR policy.
Following Board approval and consideration of CSR Committee recommendations,
corporations are required to submit a legally binding CSR policy. An effective policy will lay
out the rules for choosing a project, carrying it out, and keeping tabs on corporate social
responsibility initiatives. It is always up to the Board to implement CSR. Following the CSR
Committee's approval, the Board must make sure that the designated beneficiaries get the
appropriate amount of CSR monies. Since this is an ongoing project to which the firm has
contributed, it is the responsibility of the company's board to carry it out according to the
agreed-upon schedule. Firms have the option of carrying out CSR initiatives in-house or
entrusting them to third parties. To foster openness in CSR practices, the Board needs to make
sure that all the information about the Committee's establishment, CSR policy, and CSR
projects is available to the public. An essential tenet of Corporate Governance is the Board's
shared responsibility. Each director has an obligation to the company's affairs and to cooperate
with their fellow directors on the board. Directors, in their official position, are required to
carry out the obligations outlined in the new Companies Act 2013. The Articles of Association
bind them. They ought to behave honestly and for the benefit of the business. Every director
has an overarching responsibility to defend the company's workers, shareholders, community,

8
and the environment. In carrying out his responsibilities, he must do it independently and with
the utmost care. If his interests are being cast into doubt, he should stay out of it. Neither he
nor anybody connected to him may get an unfair advantage. (L. V. Visweswaraniyer et. al 2011)
The For directors who fail to uphold these responsibilities, the new law establishes fines
starting at 1 lakh rupees and going up to 5 lakhs rupees.

CORPORATE SUSTAINABILITY REPORTING ENSURING GOOD GOVERNANCE IN

INDIA

Corporate reporting has grown in importance among Indian business people and scholars
throughout the past ten years which ensures the good governance of the companies. Following
the new economic reform in 1991, businesses were compelled to adopt a new paradigm and
create long-term business practices that took into account the welfare of their employees, the
environment, and future generations. Companies are also required to increase market share for
present stakeholders, finance innovation, and boost profitability. The companies are
embracing these strategies, and a huge number of firms are following suit. Companies are
including all these activities as a part of CSR as well. Following SEBI's mandate that
corporations publish their economic, social, and environmental actions in conjunction with
their annual reports, reporting has become an obligatory field for all companies ensuring that
the governance of the companies is being maintained with transparency and accountability.
From FY 2022–2023 onward, corporations are expected to submit the “BRSR” based on their
market capitalization. Countries all over the world have recommended some adjustments to
report their recent operations for a variety of reasons. In the context of India, it is also true.
Good governance not only includes the proper functioning of the companies internally, rather
it includes the external functioning of the companies in the societies as well. The proper
functioning in society ensures that companies are protecting the interest of the societies either
in the form of CSR or in the form of ensuring the environmental, social or economic interest.

REPORTING OF CSR PROVING SUSTAINABLE GOVERNANCE

The study was conducted by selecting the companies from the top 250 NSE listed companies
in India, which followed the GRI – G4 standard, based on market capitalization during 2016-
2020. From 2020-2021 the study was conducted by the researcher only.

9
 CSR PROVIDING SUSTAINABLE GOVERNANCE
YEARLY
60%

50%

40%

30%

20%

10%

0%
2016 2017 2018 2019 2020 2021

Economic RIS Environmental RIS Social RIS

FIGURE 22

ANALYSIS
The pie chart has been highlighted on the basis of different years on different dimensions
consisting; economic reporting sustainability, environmental sustainability reporting
and social sustainability reporting which gave rise or fall in India.
In an economic Dimension- The economic dimension followed next (2016-2019), with
reporting showing a decrease in 2020 and then increased in 2021. The reporting on the
economic dimension consistently increased in the 2016-18 with 41.55%, 42.40% and 42.85%
respectively.

Environmental disclosure of sustainability reporting increased from 41.21%, 44.87% and

47.15% over a period of three years between 2016-18 and declined subsequently over the next
two years. Allocate a portion of the pie chart for environmental reporting practices, showing
a consistent focus across all years.

The social sustainability disclosure practices over the years showed a pattern where
increased from 38.83% in 2016 to 2018 (42.62%), which decreased over the years in 2019 and

2
SOURCE: AUTHOR COMPILATIONS

10
2020. Dimension-wise, the environmental dimensions 34.87% followed by economic 32.97%
and social 32.16% dimensions were reported by the companies.

Sectoral Differences: You can represent sectoral differences by using different colors or
patterns for primary, secondary, and tertiary sectors, highlighting their varying levels of
sustainability reporting.
Stakeholder Expectations: Consider adding a legend to the pie chart to explain the
significance of stakeholder expectations in driving sustainability reporting practices.
Legitimacy Theory: Include a key or labels to indicate the influence of legitimacy theory on
reporting practices, particularly regarding the age and experience of organizations.
Regulatory Pressure: Show the impact of regulatory pressure on reporting practices by
emphasizing the need for transparency and compliance in sustainability reporting.

CONCLUSION
The companies are acting as responsible corporate citizens, they cannot ignore the need for
Corporate Governance or Corporate Social Responsibility. Those companies which will opt
for the Good Corporate Governance model will ultimately enhance Corporate Social
Responsibility. CSR has to be a part of ethical corporate governance. The corporate
governance structure must interlink its activities with moral, ethical, social and environmental
issues. Without corporate governance and corporate social responsibility, no business
enterprise can survive in the market world. In executing the Corporate Governance practices
the companies can also take the help of trust like NFCG (National Foundation for Corporate
Governance) which was set up by the Ministry of Corporate Affairs in the year 2003 to find
the emerging areas related to corporate governance.
The growth of CSR depends upon the strategies opted by the CSR committee in executing the
CSR policy. The working of the CSR Committee should be transparent. To make the CSR
committee more effective the Board must try to rotate the directors of the committee on a
rotational basis. By applying this method there will be ample chances that the CSR Committee
will stick to its operations. This will also help the company to have a regular stream of
appropriate projects rather than unplanned projects. The other mode through which CSR
activities can be implemented in the company is by putting CSR into the governance of the
company and information and management system. By putting CSR into information and

11
management systems the companies will work more effectively. It will try to compete with
the social and environmental impacts associated with the company.
No CSR or Corporate Governance can work without Independent Directors. The role of the
‘Independent Director’ plays an important part in implementing the Corporate Governance
norms of the Company. They are the ones who do not have any personal interest in the
company. He represents the interest of all the investors and small shareholders. Similarly, he
is also a part of the CSR Committee. He is the better person who can guide and suggest to the
Board to take better decisions in the interest of stakeholders. On the other hand, the
companies can promote workplace democracy where the employees can be part of decision
making, especially concerning the governance structure.
Corporate Social Responsibility is an antecedent of Corporate Governance. Both can be
achieved in the future years by the companies. Companies have to come forward to take these
social initiatives. The companies must implement these objectives not on paper but in spirit,
it is only then the purpose of corporate governance and corporate social responsibility will be
achieved.

RECOMMENDATIONS & SCOPE FOR FUTURE RESEARCH

● The fact that companies disclosing methods to enhance corporate sustainability is
encouraging, and it is advised that they are being supported in turning these into best
practices. The study's findings, indicate a growing understanding that sustainability
reporting needs more attention.
● The study's findings showed a strong correlation between corporate sustainability
reporting practices in India and profitability. First, industries began to report on their
environmental practices. Later, they expanded to include the economic and social
spheres. Encouraging industries to report on their environmental practices is
important for following best practices as well as for regulatory compliance.
● The study's findings show that there is no significant relationship between the firm's
age and degree of disclosure. (Enhert, 2015) Therefore, whether the company is young
or old does not affect the present reporting practice trend, which should be supported.
● In terms of dimensions, the corporations reported the environmental, social, and
economic factors. This tendency could be explained by the fact that businesses
disclosed environmental information from the start. As they developed, social and
economic practices became more transparent as profitability increased, and in the early
21st century, strategic human resource management gained significance. The current

12
 pandemic has also left its ugly imprint on the disclosures, though they should gradually
improve as companies reclaim their former splendour because engaging in CSR
activities is of the utmost importance.
● About sustainability reporting in Indian businesses, certain organisations have begun
disseminating their reports to the public via independent websites and yearly reports
(Chatterjee & Mir, 2008), which ensures that CSR activities are being performed in
correspondence with maintaining sustainable governance.
● Nonetheless, the majority of poor nations including India have reports with
insufficient data. It has been noted that reporting varies in scope and content
throughout businesses, industries, and nations. As a result, there is room for variation
in the sustainability reporting practices of businesses. For example, businesses may
choose to begin with the Business Responsibility Sustainability Reporting format in
FY 22–23 before expanding to global standards such as the GRI–G4 standards.

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