1 BL15 MM5001 Business Ethics Law Sustainability

Business Ethics, Law, and Sustainability 1

MM5001 BUSINESS ETHICS, LAW AND

SUSTAINABILITY

BLEMBA 15 January 2014

MASTER OF BUSINESS ADMINISTRATION INSTITUT TEKNOLOGI BANDUNG

http://www.sbm.itb.ac.id/mba

Internationally accredited by

SCHOOL OF BUSINESS AND MANAGEMENT


CONTENTS

Page Facilitator Profile 3 Course Description 5 Expected Learning Outcomes 5

Course Outline 5 Learning Guidance 6

Prerequisite 6

Learning Method 6

Presentations 6

Pre Assignment 7

Class Participation 7

Essay Assignment 7

Final Examination 8

Grading Policy 8

Reading Materials 9 Guest Speakers 9

Course Schedule 9


FACILITATOR PROFILES Prof. Ir. Surna Tjahja Djajadiningrat, MSc., PhD. Nick Name : Naya Email : [email protected]

Prof. Surna Tjahja Djajadiningrat is Professor in Environmental Management at Institut Teknologi

Bandung (ITB) as well as the Chairman of the ASEAN Learning Network. Fondly known as Pak Naya, he sits in the Board of Advisor, School of Business Management, ITB and he is currently a Visiting Professor at St. Gallen University, Switzerland. He earned his PhD (Natural Resource and Environmental

Economics) from University of Hawaii, USA. He has headed many departments at ministerial level. He was Deputy Minister for Information, Communication, and Community Participation, Ministry of

Population and Environment, Deputy Minister of Coordination Sectors, Ministry of Environment, Deputy Head of Environmental Impact Management Agency (BAPEDAL), AMDAL Sector & Technical Guidance, Expert Staff for Mining Environment, to the Minister of Mines and Energy; Director General of Mining,

Department of Mines and Energy; Head of Education and Training Agency, The Energy and Mineral Resources, and the First Dean of School of Business and Management - ITB in year 2004.

Anangga W. Roosdiono, SH., LL.M., FCBArb. Nick Name : - e-mail : [email protected]

Anangga Roosdiono received his law degree from the University of Indonesia in 1966 and his LexLegibusMagistraat from Denver University in 1980.He is one of the Indonesian council member of

the ASEAN Business Advisory Council, and as a Chairman of the ASEAN Committee in the Indonesian Chamber of Commerce and Industry. He is a Managing Partner of Roosdiono&Partners and a lecturer at SBM-ITB. A. Hamid Batubara Nick Name : - e-mail : - A. Hamid Batubara is the President Director of PT . Chevron Pacific Indonesia (CPI) and the Deputy Managing Director of Chevron IndoAsia Business Unit (IBU), under the auspices of Chevron Asia Pacific Exploration & Production Company. IBU is a business unit of Chevron's upstream oil and gas activities and include geothermal in Indonesia and Philippines. His position as President Director of CPI is since

March 2010 after serving as Sr. Vice President of Sumatra Operations Support (2009). He holds a

Bachelor of Electrical Engineering from Bandung Institute of Technology (1982) and a Master of Business Administration (MBA) from Carnegie Mellon University, Pittsburgh, USA (1999).

He started a career with CPI in 1982 as a Computer Programmer Analysts in Rumbai, Riau, and subsequently held a variety of positions that make the experience and his career continued to rise, as one example is Superintendent Infosys Planning & Development (1990), Manager of Corporate Planning


& Budget (1994), assistant VP of Finance (1996) , VP and General Affairs (2000), VP Finance (2002) , VP

Planning & Technology (2005) and Sr. VP Business Services (2007).

He was appointed as the Executive Sponsor for the Chevron University Partnership Program with the

Bandung Institute of Technology (2006 - present). He was also appointed deputy Chevron as one of the founders of the Indonesian Business Coalition of AIDS (2008 - present), Board of Trustees USINDO

(2010- present) and Coordinator of the Multi National Company for KUPAS, Komunitas Pengusaha Anti Suap (2010-2013). He has also recently been appointed as Chairman of Oil and Gas Komtap (Ketua Komisi Tetap) in Indonesian Chamber of Commerce and Industry (Kadin) since March 2013. He received

the award of Ganesha Wirya Jasa Utama by ITB in recognition of his contribution to the national oil and gas industry. He was also recently elected as the Most Admire CEO of Majalah Warta Indonesia.

Lusie Indrawati Susantono, SH, MBA, LL.M. Nick Name : - E-mail : [email protected]; [email protected] Lusie Susantono earned her law degree from the University of Indonesia in 1986 and Master of Laws degree at the University of San Francisco in 1998. She is a Senior Partner in the the Law Office PRISMA & Co Advocate and Legal Consultant and was previously active as Division Head in bank shareholder

settlements Indonesia Bank Restructuring Agency (Badan Penyehatan Perbankan Nasional/BPPN). Lusie has previously lectured in law at Swiss German University, President University and Universitas Indonesia. Lusie assists Naya to coordinate of the Business Law section of this course. Leo J. Susilo, Ir., SH, MRP Nick Name : - E-mail : [email protected] Leo Susilo received his engineering degree from the Institute of Technology Bandung and law degree from Universitas 17 Agustus 1945, Jakarta. He earned his master degree at HochschulefuerVerwatungswissenschaften, 9Speyer, Germany. He has been in director in the Astra

Group for 16 years and is now the Principal in CRMS (Center for Risk Management Studies) Indonesia

and Senior Partner of Wimconsult, a consulting firm specializing in risk management, business ethics, corporate governance and organization development.

Dr. Agung Wicaksono, M.Sc. MBA Nick Name : - e-mail : [email protected] / [email protected]

Agung Wicaksono is an Assistant Professor at SBM-ITB currently tasked as Special Assistant to Head of

Presidents Delivery Unit for Development Monitoring and Oversight (UKP-PPP). He previously headed the MBA ITB Jakarta as Deputy to MBA Director. He accomplished his Ph.D. dissertation in International

Management at the University of St. Gallen, Switzerland on corporate governance of state-owned enterprises in Singapore, Malaysia and Indonesia. His research interests are corporate governance, cross-cultural management, political economy. He was visiting academic at Singapore Management

University (SMU) University of St. Gallen, and Institute of Southeast Asian Studies (ISEAS) where he published Indonesian State-owned Enterprises: The Challenge of Reform in Southeast Asian Affairs 2008.


Trained as an industrial engineer with bachelors degree from ITB, he obtained his double degree of

MBA and M.Sc. from Technical University Hamburg Harburg (TUHH), Germany. Prior to being an academic, Agung worked as management consultant for Roland Berger, Ernst & Young and A.T. Kearney

COURSE DESCRIPTION The importance of ethical behavior and compliance with law, in business management is widely recognized. This course is to make business participants aware of the importance of compliance and

integrity in a wider business environment. Transparency and accountability is becoming more and more

a necessity to earn a social & legal contract, i.e. a permission to be in business. Indonesian business is still facing a daunting challenge to improve its reputation, to reduce overall perceived corruption and to

guarantee the international global business community that it will respect the international rules of the

game. Implementation and compliance with Indonesian law and international conventions will be assessed in this course.

EXPECTED LEARNING OUTCOMES The objective of the Business Ethics and Business Law course is to provide participants with a broad

understanding of the ethical and legal challenges that may arise in their business activities. At completion of this course, the participants will be able to respond to these challenges in a manner

that will benefit both their careers and the success of the business.

COURSE OUTLINE The course consists of six, five session modules:

Reputation Risk: This module focuses on the importance of ethical behavior to the reputation of both individuals and organizations.

Governance: This module focuses on governance and corruption, cultural interpretations and how to curb corruption at the individual and organizational level.

Human Rights & Intellectual Property Rights: This module focuses on two broad issues of global concern, including core human values.


Corruption Issues: This module focuses on cultural differences and difficulties in dealing with corruption issues.

Morality, Ethics and Law: This module focuses on the reconciliation of moral values, strategic thinking, and law compliance.

Critical Issues in Business Law: This module focuses on critical issues in Indonesian and international business law.

LEARNING GUIDANCE PREQUISITES No prerequisites, aside from management experience, are required for this course. LEARNING METHOD The case method and other interactive methods are used throughout the subject. Class members are encourages to incorporate concepts from assigned readings into their analysis of

the case. The case nethod may include both large group discussions and/or presentations by

syndicate teams. All class members are expected to have read each case and reflected upon the assigned questions, whether or not their team has been assigned the case.

PRESENTATIONS In some sessions, syndicates may be randomly assigned to make presentations of their case analysis to the entire class at the time of case will be discussed. Therefore all syndicates should make appropriate preparations. The audience for the case presentations are the other members of the class. Please address

your talk to them. The syndicates may make the presentation as a team, or assign a spokesperson to each case. In any case the syndicates should ensure that all team members

have any equal opprotunity to participate in the presentations.

The criteria for measuring the effectiveness of presentations include:

1. Ability to stimulate interest among classmates 2. Ability to relate concepts from the readings to the issues in the specific situation 3. How well the discussion drew out insights and ideas from the participants 4. How well organised was the discussion 5. How comprehensive was the analysis


Some specific case questions are usually provided to help you to prepare the case reports, but your own ideas and creativity are paramount. Keep the reports concise. There is no need to summarise the case materials. Simply get to the main points and provide your analysis and/or

recommendations with supporting justification. PRE ASSIGNMENTS On occasion students will be asked to prepare a short summary of particular cases or reading

materials. This summary will be due at the beginning of a module.

CLASS PARTICIPATION Active participation is expected throughout the entire class and students should make thoughtful contributions to the discussion. Please note that frequency (i.e. quantity) of

contributions in class is not the major criteria for effective class participation. The classroom

should be considered a laboratory in which the student can test his/her ability to convince peers of the correctness of ones approach to complex problems and ones ability to achieve the

desired results by using that approach. Criteria that are useful in measuring effective class participation include:

1. Is the participant a good listener? 2. Are the points that are made relevant to the discussion? Are they linked to the

comments of others? 3. Do comments show evidence of incorporating the concepts from readings into the

analysis of the case?

4. Is there a willingness to test new ideas, or are all comments safe? (safe is defined as simply repeating case facts without analysis and conclusions).

5. Do comments clarify or build upon the important aspects of earlier comments and lead to a clearer statement of the concepts being covered and the problems being addressed?

MIDTERM ASSIGNMENT The open-book essay assignment, that replaces the midterm examination, must to be done

individually. The test material will be assigned during the first weekend of the course and is

submitted on Saturday, 1 February 2014. The work should be completed using MS Word or Excel and submitted electronically using the internet. Plagiarism, or using someone else to

complete this exam are forbidden.


FINAL EXAMINATION The final examination will be an assignment that must to be done individually. The material will be assigned during the last weekend of the course and the due date is on Saturday, 15 Feb 2014, when a test will also be administered. The work should be completed using MS Word or Excel and submitted as a hard copy. Plagiarism or using someone else to complete this exam are forbidden.

GRADING POLICY Grading of this course is based on whether or not participants performance meets the module

standards for completion and proficiency in the subject materials.

Your final grade will be weighted as follows:

Aspect % Description PreAssignments 10% Individual grade by team members Participation 30% Individual grade by facilitator/team Essay Assignment 30% Individual grade by facilitator Final Examination 30% Individual grade by facilitators


READING MATERIALS Required text books:

Weiss, Joseph W. Business Ethics: A Stakeholder and Issues Management Approach. Thompson South-Western. 2006

Reference books and recommended reading: to be specified.

GUEST SPEAKERS

Guest speakers may be invited and scheduled at their convenience.


COURSE SCHEDULE

Course Code MM7006

Credit Hours 3 SKS EMBA PROGRAM

Course Title Business Ethics Course Module 1: Fri, 24 Jan 2014 Introduction to Business Ethics 08:00 11:15 Session 1 (STD)

1. Topic: Introduction 2. Issues covered:

What is business ethics? Shareholder versus Stakeholder Theory

3. Reading: Ethics: A Basic Framework (9-307-059), What is Business Ethics?, Shareholder versus Stakeholder theory, Business Ethics: an oxymoron?; Caux Roundtable Principles for Business

4. Activity: Interactive lecture 5. Case: None

Session 2 (STD)

1. Topic: Business Ethic, Banking and International Law 2. Activity: Case: Collections and crime: the case of Citibank in

Indonesia,; Stanford Encyclopedia of Philosophy; Environmental Ethics. TED Case Study: Bhopal Disaster

3. Guidance: Participants should analyze the case, identify critical issues, and prepare to discuss them

11:15 13:15 Friday Praying and Lunch 13:15 15:15 Session 3 (HB)

1. Topic: A failure in corporate ethics: Enron Corp. case 2. Case: Enron Corp. 3. Activity: Syndicate preparation and presentations followed by a

large group discussion 4. Reading: Case Study; Enron Case 5. Guidance: Participants should analyze the case, identify critical

issues, and prepare to discuss them 15:15 - 17.00 Session 4 and 5 (HB)

1. Topic : Environmental ethics in business 2. Activity: Large group discussion, syndicate preparation. 3. Case: Chevron cases 4. Reading: 5. Guidance: Participants should analyze the case, identify critical

issues, and prepare to discuss them


Course Code MM7006

Credit Hours 3 SKS

BLEMBA PROGRAM

Course Title Business Ethics Course Module 3: Sat, 25 Jan 2014 Human Rights and Intellectual Property Rights 08:00 09:30 Session 1 (STD)

1. Topic: Human Rights in the Workplace - gender related issues 2. Issues covered: Harassment, discrimination 3. Reading: Note on the Law of Sexual Harassment (9-398-024) 4. Activity: Syndicate preparation followed by a large group

discussion 5. Case: PT ISIN 6. Guidance: Participants should analyze the case, identify critical

issues, and their potential solutions. 09:30 09:45 Break 09:45 11:15 Session 2 (STD)

1. Topic: Human Rights in the Workplace - child labor plus 2. Issues covered: - 3. Activity: Syndicate preparation followed by a syndicate

presentations 4. Case: International Sourcing in Athletic Footwear: Nike and

Reebok (9-394-189 5. Guidance: Participants and syndicates should analyze the case,

identify critical issues, and their potential solutions. 11:15 12:45 Session 3 (STD)

1. Topic: Intellectual Property Rights - piracy et al 2. Issues covered: Industrial property and copyrights 3. Reading: Technical Note: Intellectual property The Ground

Rules (KEL 140) 4. Activity: Lecture, Syndicate preparation followed by a large

group discussion 5. Case: PT Diskpasar: Piracy vs Profits in the Movie Rental

Business 6. Guidance: Participants and syndicates should analyze the case;

identify critical issues and their potential solutions. 12:45 13:45 Lunch 13.45 17.00 Session 4 + 5 (STD)

1. Topic: Reputation 2. Issues covered: Harmful products 3. Reading: The (ir) relevance of integrity and reputation in

organizations, Reputation is everything in good times and bad. 4. Activity: Syndicate preparation and presentations followed by a

large group discussion 5. Case: Walmart: Did Wal-Mart Wake Up? (How Strategic

Management Handled Wal-Marts Reputation)


Course Code

MM7006 Credit Hours

3 SKS EMBA PROGRAM

Course Title Business Ethics Course Module 2: Sun, 26 Jan 2014 Reputation Risk and IPR 08:00 11:00 Sessions 1& 2 (STD)

1. Topic: How an organizations behavior affects reputation 2. Issues covered: Business ethics and public relations 3. Activity: Syndicate preparation and presentations followed by a

large group discussion 4. Cases: H.B. Fuller in Honduras, The Tyenol Crises

, Sidoarjo Mud Flow

5. Guidance: Having seen the results of the different responses toacrises by HB Fuller and Johnson & Johnson, what would you do if you were the owners of PT Lapindo Brantas?

11:00 11:15 Break 11:15 12:45

Session 3 (AW)

1. Topic: Trust and Stakeholder Theory/Corporate Social Responsibility

2. Issues covered: - 3. Reading: (1) Rethinking the Social Responsibility of Business

http://www.reason.com/news/show/32239.html, The Social Responsibility of Business is to Increase its Profits, A Stakeholder Theory of the Modern Corporation: Kantian Capitalism

4. Activity: Overview in class, syndicate preparation, followed by a large group discussion

5. Case: Merck & Co. A (9-991-021) 6. Guidance: - 7. Handout: Merck & Co. B (9-991-022)

12:45 13:45 Lunch 13:45 15:15 Session 4 (AW)

1. Topic : Good Corporate Governance in State Owned Enterprises 2. Issues Covered : Managing Shareholder Value and

Stakeholders Expectation, Privatization and Rightsizing 3. Reading : Indonesian State Owned Enterprises The Challenge

of Reform (Wicaksono, 2008 at Southeast Asian Affairs) 4. Activity : Overview in class and syndicate discussion 5. Case : Temasek Holdings and Khazanah Nasional Berhad 6. Guidance : Participants get the overview on GCG in SOEs and

privatization, discuss the benchmark in Singapore and Malaysia 15:15 15:30 Break 15.30 17.00 Session 5 (AW)

Guest Lecturer: RJ Lino (CEO of Indonesian Port Corporation) Corporate Governance at State-Owned Enterprise: Managing Shareholders and Stakeholders at IPC

Sat, 1 Feb

2014 Mid-Term Examination (STD)


Course Code MM7006

Credit Hours 3 SKS

BLEMBA PROGRAM

Course Title Business Ethics and Law Course Module 4: Fri, 7 Feb 2014 Critical Issues in Business Law (AWR/LS) 08:00 09:30

Session 1 (AWR) 1. Topic: Introduction of Business Law 2. Issues covered: International legal system, Indonesia legal

system, international comparative law, the scope Business Law, and legal subjects

3. Source of Reading: a. Prof. Mr. Dr. Sudargo Gautama (2006), Indonesian Business

Law, Citra Aditya Bakti, Bandung, Indonesia. b. Ray August (2004), International Business Law, Pearson

Education Inc, New Jersey, USA. c. Walter Woon (2000), Basic Business Law in Singapore,

Prentice Hall-Pearson Education AsiaPte. Ltd, Singapore. d. Robert W. Emerson (2004), Business Law, Barrons

Educational Series, Inc., New York, USA. 4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: The Indonesian court system,

governing law,legal jurisdiction, absolute and relative competency of law.

7. Handout:Introduction of Business Law 09:30 09:45 Break 09:45 11:15 Session 2 (AWR)

1. Topic: Contracts Law (I) 2. Issues covered: The formation of the Contract, the offering and

acceptance, the validity of a contract, rights and obligations, how to make your contract become effective.

3. Source of Reading: The same reading materials as Session 1 4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: The structure of a contract,

breach of contract, force majeure, etc. 7. Handout: Contract Law

11:15 12:45 Lunch and Friday Praying 12:45 14:15 Session 3 (AWR)

1. Topic: Contracts Law (II) 2. Issues covered: Torts / Perbuatan Melawan Hukum 3. Source of Reading:

a. same reading materials as Session 1 b. Article 1365 KUH- Perdata c. Emily Finch and Stefan Fafinski (2007), Tort Law, Pearson

Education Limited, England. 4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: The difference between

breach of contract and a tort, and articles 1365 KUH-Perdata. 7. Handout: Contract Law


14:15 15.45 Session 4 (LS) 1. Topic: Corporate Crimes 2. Issues covered: Several types of Crime outside KUHP. Who is

responsible? 3. Source of Reading:

a. Indonesia Limited Liability Company (UU-PT No.40/2007) b. Indonesia Capital Market Law (UU No.8/1995) c. Yuridis Normatif Kebijakan Ketentuan Pidana Diluar

KUHP, H.Budi Santoso M, Drs,SH, MH, MSi, (2009), Widyaiswara Utama, Jakarta.

4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: White collar crimes in several

business sectors, i.e.: electronic information and transactions, health sector, environment, insurance, housing & residential, capital markets, banking, traffics and road carriers, etc.

7. Handout: Corporate Crimes 15:45 16:00 Break 16:00 17.30 Session 5 (LS)

1. Topic: Capital Market 2. Issues covered: Indonesian Capital Market Law 3. Source of Reading:

a. Indonesia Limited Liability Company (UU-PT No.40/2007) b. Indonesia Capital Market Law (UU No.8/1995), etc.

4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: Insider trading, conflict of

interest, material transactions, disclosures of information, etc. 7. Handout: Indonesian Capital Market Law

Course Code

MM7006 Credit Hours

3 SKS BLEMBA PROGRAM

Course Title Business Ethics and Law Course Module 5: Sat, 8 Feb 2014 Critical Issues in Business Law (AWR/LS) 08:00 09:30 Session 1 (LS)

1. Topic: Legal Aspect in a Large Project Financing 2. Issues covered: Risks mitigation for project financing 3. Source of Reading: Financing Large Project (Prentice Hall,

Pearson Education Asia Pte. Ltd, 2003) 4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: What is project financing?

The legal matters, including: risk sharing, project agreement and documents, contract negotiation stages, shareholders agreement, guarantee, etc.

7. Handout: Legal Aspect in a Large Project Financing 09:30 09:45 Break 09:45 11:15 Session 2 (LS)

1. Topic: Antitrust Law 2. Issues covered: Indonesia business competition law


3. Reading: a. Indonesia Business Competition Law (UU No. 5/199) b. Overview on Business Competition Policy at

www.kppu.go.id the Commission for the Supervision of Business Competition (KPPU)

4. Activity: Lecturing and discussion 5. Case: KPPU examination on several companies in Indonesia 6. Guiding questions for discussion: The scope of antitrust law in

Indonesia. 7. Handout: Antitrust Law

11:15 12:45 Session 3 (LS) 1. Topic: Investment and Trading Law 2. Issues covered: WTO, the 1994-GATT, multilateral trade

agreements, UN-Convention on CISG, passing of risks, remedies, multinational organization, and Indonesia investment law.

3. Source of Reading: a. Ray August (2004), International Business Law, Pearson

Education Inc, New Jersey, USA. Chapter 4, 5, 7 and 10. b. Indonesia Investment Law (UU No. 25/2007) c. Presidential Regulation No. 76/2007 and No. 77/2007

4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: Nondiscrimination,

protection through tariffs. The restriction, the negative lists, closed and opened sectors according to Indonesia Investment Law.

7. Handout: Investment and Trading Law 12:45 13:45 Lunch 13.45 15.15 Session 4 (AWR)

1. Topic: Manpower and Industrial Relationship 2. Issues covered: Indonesian Labor law and International Labor

Law, workers human right, employment process. 3. Reading:

a. Indonesia Labor Law (UU No. 13/2003) b. Industrial Relation Dispute Settlement Law (UU

No.2/2004) c. Ray August (2004), International Business Law, Pearson

Education Inc, New Jersey, USA. Chapter 8 - Services and Labor.

4. Activity: Lecturing and discussion 5. Case: Practical examples 6. Guiding questions for discussion: The employment law, the

scope of dispute in industrial relation covered by PHI, about labor union, the process of dispute settlement.

7. Handout: Labor Law and Industrial Relations 15:15 15:30 Break 15.30 17.00 Session 5 (AWR)

1. Topic: Dispute Resolution 2. Issues covered: The court settlement and the out-of-court

settlement, the stages of dispute settlements 3. Source of Reading:


a. Indonesia Arbitrage Law (UU No.30/1999) b. Indonesia Civil Procedural Law (KUH-Acara Perdata) c. Foreign Arbitrage Rules (International Center for the

Settlement of Investment Dispute ICSID, International Chambers of Commerce ICC, Uncitral Arbitration Rules)

d. Ray August (2004), International Business Law, Pearson Education Inc, New Jersey, USA. Chapter 3 Dispute Settlement.

4. Activity: Lecturing and discussion 5. Case: Practical examples. 6. Guiding questions for discussion: Indonesia court system,

choice of law, law jurisdiction, personal jurisdiction, subject matters jurisdiction, arbitral clause, arbitration agreement.

7. Handout: Dispute Resolution Course Code

MM7006 Credit Hours

3 SKS BLEMBA PROGRAM

Course Title Business Ethics and Law Course Module 6: Sun, 9 Feb 2014 Corporate Governance & Corruption Issues (LJS) 08:00 09:30 Session 1: (LJS)

1. Topic: Indonesian Corporate Law 2. Issues Covered:

a. Characters of corporation as a legal body in Indonesian Corporate Law.

b. Board duties and liabilities in Indonesian corporate law and its comparation to Common Law (USA).

c. Other aspects of Indonesian Corporate Law 3. Reading:

a. Henry Hansmann and Reiner Kraakman (2004), What is Corporate Law, in Reiner Kraakman, et.al. (2004), Anatomy of Corporate Law, Oxford: OxfordUniversity Press;

b. Managerial duties and Liabilities, HBS 9-395-244; c. Undang-Undang No. 40 tahun 2007, tentang Perseroan

Terbatas (Indonesian Corporate Law); d. Robert W. Hamilton (5th Edition, 2000), The Law of

Corporation,St. Paul, Minnesota: West Group. 4. Activity: Lecture & discussion 5. Guiding questions for discussion:

a. Whatis the legal obligation of corporate directors and commissaries

b. What is the difference with the obligation of their colleagues in USA

09:30 09:45 Break 09:45 11:15 Session 2: (LJS)

1. Topic: Good Corporate Governance in Indonesian context 2. Issues Covered:

a. Principle of corporate governance b. Corporate governance framework c. GCG and enforcement

3. Reading: a. OECD (2004), OECD Principles of Corporate Governance,


Paris; b. Komite Nasional Kebijakan Governance (2007), Indonesian

Code of Corporate Governance, Jakarta; c. Thomas Clarke (2005),Introduction: Theory of Governanc

Reconceptualizing Corporate Governance Theory After the Enron Experience, in Thomas Clarke, editor (2005), Theories of Corporate Governance-the Philosophical Foundation of Corporate Governance, New York: Routhledge;

d. John L. Colley Jr. et al.(2003), Corporate Governance, New York: McGraw Hill;

e. Ira Millstein,Shri G.N. Bajpai and Erik Berglof & Stijn Claessen (2005), Enforcement and Corporate Governance: Three Views, New York: IBRD - The World Bank.

4. Activity: Lecture and discussion 5. Case: Bank Global, Jakarta 6. Guiding question for discussion

a. What is Good Corproate Governance (GCG)? b. Why should corporation implement GCG? c. What is the relation of GCG and businessethics?

11:15 12:45 Session 3: (LJS) 1. Topic: Implementing Good Corporate Governance 2. Issues Covered:

a. GCG implementation framework b. GCG implementation road map c. GCG implementation in Indonesia

3. Reading: same reading materials as session 2 4. Activity: Lecture and case discussion 5. Case: Case examples of GCG implementation in Indonesia 6. Guiding question for discussion:

a. Why GCG implementation matters for Indonesia? b. What is the benefit of implementing GCG for a corporation? c. If I were a Director, what should I do to implement GCG in

my company? 12:45 13:45 Lunch 13.45 15.15 Session 4: (LJS)

1. Topic: IndonesianAntiCorruption Law 2. Issues Covered:

a. Corruption according Indonesian Anti Corruption Law b. Gratification, gift or bribery?

3. Reading: a. United Nation Convention Against Corruption; b. Politics, Legal Systems and Corruption in Indonesia(Insead

202-040-5); c. Undang-Undang Tindak Pidana Korupsi (UU no.228/1999;

UU no.31/1999; UU no.20/2001 and UU no.7/2006); d. Komisi Pemberantasan Korupsi, (2ed, 2006), Memahami

Untuk Membasmi, Jakarta; 4. Activity: Lecture and case discussion 5. Case: Case from KPK 6. Guiding question for discussion

a. What does corruption mean legally?


b. What is the different between gift and bribe? c. If an employee of a private corporation commits a misconduct

or corruption, can the corporation sue him using Anti Corruption Law?

15:15 15:30 Break 15.30 17.00 Session 5: (LJS)

1. Topic: Corruption Prevention Activities 2. Issues Covered:

a. Corporate Code of Ethics / Code of Conduct b. Whistleblowing System c. Indonesian Ombudsman Law

3. Reading: a. Steven R. Barth (2003), Corporate Ethics: the Business Code

of Conduct for Ethical Employees, Aspatore; b. Komite Nasional Kebijakan Governance, Pedoman Sistem

Pelanggaran Pelaporan SPP (Whistleblowing System WBS), Jakarta, 2008

c. Indonesian Ombudsman Law Undang-Undang No.37 tahun 2008 tentang Ombudsman Republik Indonesia

4. Activity: Lecture and case discussion 5. Case: Case examples : implementation of ethics program

Sat, 15 Feb

2014 Final Examination (STD)

Documents

1 BL15 MM5001 Business Ethics Law Sustainability