Business Ethics and Corporate Governance - UNIT 8!


Business Ethics Issues in Nepal

Corruption and Transparency Corruption is one of the most persistent ethical challenges in Nepal’s business environment. It manifests in bribery during licensing, procurement, and tax assessments. Many businesses operate in informal ways to avoid regulatory scrutiny, which undermines transparency. This lack of openness erodes public trust and discourages foreign investment.

Labor Exploitation Labor exploitation is widespread, especially in manufacturing, construction, and agriculture. Workers often face unsafe conditions, long hours, and low wages. Child labor and lack of formal contracts are common, particularly in informal sectors. Ethical business practice demands fair treatment, safety, and dignity for all workers.

Issue of Government Tax Tax evasion is a major concern. Businesses underreport income, manipulate invoices, or operate off the books to avoid paying taxes. This not only violates legal obligations but also deprives the government of revenue needed for public services. Ethical firms must practice honest financial reporting and timely tax compliance.

Issue of Working Environment Many workplaces in Nepal lack basic safety standards, hygiene, and grievance mechanisms. Harassment, discrimination, and poor ventilation are common in both small enterprises and large industries. Ethical business conduct requires creating a safe, inclusive, and respectful working environment.

Issue of Consumer Protection Consumers in Nepal often face misleading advertisements, substandard products, and lack of redressal mechanisms. Selling expired goods or hiding product defects violates consumer rights. Ethical businesses must ensure product safety, honest marketing, and responsive customer service.

Environmental Issues Industrial pollution, deforestation, and improper waste disposal are serious ethical concerns. Many businesses ignore environmental regulations to cut costs. Ethical responsibility includes minimizing ecological damage, adopting sustainable practices, and complying with environmental laws.

Human Rights Violation Human rights violations in business include forced labor, gender discrimination, and privacy breaches. Companies must respect individual rights, promote equality, and avoid exploitative practices. Ethical business is rooted in dignity, fairness, and respect for all.

Money Laundering Some businesses engage in money laundering by hiding illegal income or transferring funds through informal channels. This undermines financial integrity and invites legal consequences. Ethical firms must maintain transparent financial records and comply with anti-money laundering laws.

Insider Trading In capital markets, insider trading—using confidential information for personal gain—is unethical and illegal. It creates unfair advantages and damages investor confidence. Ethical governance demands strict compliance with securities regulations and fair trading practices.

Other Ethical Issues Additional concerns include nepotism in hiring, gender bias in leadership, data misuse, and unethical marketing. These practices harm internal culture and external reputation. Ethical businesses must foster meritocracy, protect privacy, and communicate honestly.

Way Forward for Improving Ethical Business Practices in Nepal

Establish a Strong Legal Framework Nepal needs updated and enforceable laws on labor rights, consumer protection, anti-corruption, and environmental standards. Legal clarity and strict enforcement are foundational to ethical business conduct.

Foster a Culture of Accountability Businesses must build internal systems that promote responsibility at all levels. This includes clear job roles, performance tracking, and ethical leadership. Accountability ensures that actions align with values.

Prioritize Transparency and Fairness Transparent operations—such as open financial reporting and fair recruitment—build trust among stakeholders. Fairness in pay, promotion, and treatment is essential for ethical integrity.

Embrace Social Responsibility CSR should be integrated into business strategy, not treated as charity. Companies must contribute to education, health, and community development in meaningful ways that align with their operations.

Manage Labor Issues Businesses must ensure safe working conditions, fair wages, and grievance redressal mechanisms. Labor audits and compliance with labor laws are key to ethical employment practices.

Implement Anti-Corruption Measures Digital governance tools like e-procurement and e-tax filing reduce corruption. Whistleblower protection and internal audits help detect and prevent unethical behavior.

Strengthen Consumer Protection Clear labeling, quality assurance, and responsive complaint systems are vital. Businesses must respect consumer rights and deliver safe, reliable products.

Promote Ethics Education Ethics should be taught in schools, universities, and corporate training programs. Awareness builds a culture of integrity and long-term ethical thinking.

Encourage Industry Codes of Conduct Sector-specific ethical guidelines—like FNCCI’s Code of Conduct—help standardize behavior. Voluntary adoption and peer enforcement can improve industry-wide ethics.

Use Technology for Ethical Governance Digital tools like blockchain, automated audits, and online disclosures enhance transparency and reduce manipulation. Technology can be a powerful ally in ethical reform.

Corporate Governance in Nepalese Family-Owned Businesses

Features of Governance in Family-Owned Businesses

Board of Directors (BoD) In many Nepali family businesses, the Board of Directors is composed primarily of family members. While this ensures trust and loyalty, it often lacks diversity and professional expertise. Decision-making may be informal and emotionally driven, rather than strategic and data-based.

Shareholder Rights In family firms, non-family shareholders—if any—often have limited rights. Major decisions are taken by dominant family members, sidelining minority voices. This can lead to dissatisfaction and lack of transparency.

Transparency and Disclosure Family businesses tend to operate with minimal documentation and informal reporting. Financial statements may not be audited or publicly disclosed, which affects credibility and investor confidence.

Ethical Conduct and Social Responsibility Ethical practices are often guided by family values rather than formal codes. While some families uphold strong ethics, others may ignore labor rights, environmental concerns, or consumer protection.

Conflict of Interest Dual roles—such as a family member being both owner and manager—can lead to conflicts of interest. Decisions may favor personal gain over business sustainability.

Accountability In the absence of formal governance structures, accountability is often weak. There may be no performance reviews, grievance mechanisms, or checks and balances.

Auditing Practices Many family businesses rely on internal or informal audits. External audits are rare, and financial irregularities may go unnoticed.

Challenges in Family-Owned Business Governance

Succession Planning One of the biggest challenges is leadership transition. Often, successors are chosen based on family ties rather than merit, leading to inefficiency and internal conflict.

Governance and Structure Most family businesses lack formal organizational structures. Roles and responsibilities are unclear, and decision-making is centralized, which hampers scalability.

Growth and Innovation Family firms may resist change, fearing loss of control. This limits innovation, adoption of new technology, and expansion into new markets.

Emotional Decision-Making Decisions are often influenced by family dynamics—such as favoritism or rivalry—rather than business logic. This can lead to poor strategic choices.

Limited External Input Family businesses rarely consult external advisors or professionals. This limits exposure to best practices and global standards.

Improving Governance in Family-Owned Businesses

Formalize Governance Structures Establish clear organizational charts, job descriptions, and reporting lines. This helps separate ownership from management and improves efficiency.

Develop Succession Plans Create transparent criteria for leadership transition. Train next-generation leaders in business management and ethics.

Adopt Codes of Conduct Implement written ethical guidelines for all employees and family members. This sets behavioral expectations and reduces conflicts.

Use External Audits and Advisors Engage independent auditors and professional consultants to improve transparency and strategic planning.

Encourage Board Diversity Include non-family professionals in the board to bring fresh perspectives and reduce bias.

Invest in Training and Education Provide regular training in governance, ethics, and leadership for family members and staff.

 

Banking and Financial Institutions (BFIs) of Nepal

Class A – Commercial Banks

Class A banks are Nepal’s largest and most comprehensive financial institutions. They offer full banking services including savings, loans, foreign exchange, trade finance, and remittance. These banks operate nationwide and are publicly listed, meaning they must follow strict governance rules set by Nepal Rastra Bank (NRB). Examples include Nabil Bank, Global IME Bank, and Nepal Bank Ltd. Their operations are highly regulated, and they play a central role in the country’s financial system.

Class B – Development Banks

Development banks are focused on supporting regional development and small to medium enterprises (SMEs). They offer limited banking services compared to commercial banks and are more localized in their operations. While they follow NRB regulations, their governance structures are still evolving. Examples include Mahalaxmi Development Bank and Muktinath Bikas Bank. These banks are crucial for promoting entrepreneurship and financial access in semi-urban and rural areas.

Class C – Finance Companies

Finance companies specialize in hire purchase, leasing, and personal loans. They do not offer full banking services like foreign exchange or trade finance. These institutions are smaller in scale and often serve niche markets. Governance practices are basic, and many face challenges in transparency and risk management. Examples include Samriddhi Finance and Goodwill Finance. Their role is important in consumer financing and small business support.

Class D – Microfinance Institutions

Microfinance institutions are designed to provide financial services to low-income and rural populations. They offer small loans, savings, and financial literacy programs, often without requiring collateral. These institutions are key to financial inclusion in Nepal. Examples include Nirdhan Utthan Laghubitta and Janautthan Laghubitta. While their governance is simpler, they are closely monitored by NRB to ensure ethical lending and community impact.

 

Insurance Companies of Nepal

Life Insurance Companies

Life insurance companies provide financial protection against life-related risks such as death, disability, and retirement. Their policies are long-term and often include savings or investment components. Premiums are paid regularly, and beneficiaries receive payouts in case of death or maturity. Nepal has 14 life insurance companies, including Nepal Life Insurance, National Life Insurance, and Citizen Life. These companies are regulated by the Nepal Insurance Authority and must maintain solvency and ethical sales practices.

Non-Life Insurance Companies

Non-life insurance companies cover short-term risks like vehicle accidents, property damage, health emergencies, and travel issues. Their policies are typically annual and focus on immediate risk coverage. Premiums vary based on asset value and risk level. Nepal also has 14 non-life insurance companies, such as Shikhar Insurance, Neco Insurance, and Sagarmatha Lumbini Insurance. These companies must maintain reserve funds and settle claims efficiently to retain public trust.

Reinsurance Companies

Reinsurance companies insure the risks of primary insurance companies. They help spread large or unexpected risks—such as natural disasters or industrial accidents—across multiple parties. Nepal currently has two reinsurance companies: Nepal Reinsurance Company and Himalayan Reinsurance Ltd. These firms operate at both national and international levels and are governed by specialized reinsurance directives. Their role is vital in maintaining the financial stability of the insurance sector.

 

Capital Market of Nepal

The capital market is where long-term financial instruments like shares, bonds, and mutual funds are traded. It helps businesses raise capital and gives investors a platform to invest and grow their wealth. In Nepal, the capital market is still developing but plays a growing role in economic progress.

Key Institutions in Nepal’s Capital Market

1. Nepal Stock Exchange (NEPSE)

NEPSE is the only stock exchange in Nepal, established in 1994. It provides a platform for buying and selling shares of listed companies. Investors—both big and small—can participate in the secondary market through NEPSE. It publishes daily trading data, market indices, and company performance.

2. Securities Board of Nepal (SEBON)

SEBON is the regulatory body for Nepal’s capital market, established in 1993. It oversees NEPSE, approves IPOs, regulates brokers, and ensures investor protection. SEBON enforces the Securities Act and monitors transparency and governance in listed companies.

3. Listed Companies

These are companies whose shares are traded publicly on NEPSE. They must follow strict reporting and governance rules. As of now, over 200 companies are listed, including banks, insurance firms, hydropower companies, and manufacturing industries.

4. Merchant Bankers

Merchant bankers manage IPOs, issue mutual funds, and provide portfolio management services. They act as intermediaries between companies and investors. Examples include NMB Capital, Global IME Capital, and NIC Asia Capital.

5. Mutual Funds

Mutual funds pool money from multiple investors and invest in shares, bonds, or other assets. They are managed by merchant bankers and offer diversification and professional management. Popular funds include NIBL Samriddhi Fund and NIC Asia Growth Fund.

6. Securities Brokers

These are licensed firms that facilitate buying and selling of shares on NEPSE. There are currently 50+ brokers in Nepal. Investors must open a trading account with a broker to participate in the market.

7. CDS and Clearing Ltd.

This institution handles electronic settlement and clearing of share transactions. It ensures that shares and payments are transferred securely and efficiently.

8. Depository Participants (DPs)

DPs are agents of CDSC who help investors open Demat accounts, where shares are stored electronically. Banks and merchant bankers often act as DPs.

9. Credit Rating Agencies

These agencies assess the financial health of companies and rate their bonds or IPOs. Though still emerging in Nepal, they help investors make informed decisions.

 

Other Business Sectors

Agriculture Sector

Agriculture is the backbone of Nepal’s economy, employing over half of the population and contributing around 24% to the GDP. It includes crop farming, livestock, horticulture, and fisheries. Major crops are rice, maize, wheat, and vegetables, while livestock includes cattle, goats, and poultry. Despite its importance, the sector still relies heavily on traditional methods and monsoon rains. Commercialization is slowly growing, but challenges like low mechanization, limited irrigation, and youth outmigration persist.

Tourism Sector

Tourism is one of Nepal’s largest sources of foreign income, contributing about 6.7% to GDP. The country attracts visitors for trekking, mountaineering, cultural heritage, and religious pilgrimages. Popular destinations include Kathmandu, Pokhara, Chitwan, Lumbini, and the Everest region. Adventure tourism, eco-tourism, and spiritual tourism are growing niches. The sector was hit hard by the 2015 earthquake and COVID-19, but it’s rebounding with new trekking routes and promotional campaigns like “Visit Nepal Year.”

Hydropower Sector

Nepal has immense hydropower potential—estimated at over 42,000 MW—but less than 3,000 MW has been developed so far. Hydropower contributes nearly 90% of the country’s electricity generation and is key to energy independence and export. Major projects like Upper Tamakoshi (456 MW) have boosted supply, and Nepal now exports surplus electricity to India during the wet season. Challenges include funding, infrastructure, and environmental concerns, but the sector holds promise for sustainable growth and regional energy trade.

Remittance Sector

Remittances are a lifeline for Nepal’s economy, contributing over 30% to GDP and reaching more than $11 billion in 2023. Millions of Nepalis work abroad—mainly in the Gulf, Malaysia, Korea, and increasingly in Europe and Australia. The money sent home supports household consumption, education, and healthcare. However, most remittances are used for daily expenses rather than productive investment. The shift toward formal channels has improved transparency, but Nepal remains highly dependent on labor migration.

Manufacturing and Industrial Sector

Nepal’s industrial sector is still developing, contributing around 8% to GDP. It includes food processing, cement, textiles, metal products, and consumer goods. The sector faces challenges like poor infrastructure, energy shortages, and limited access to finance. However, there’s growing interest in Special Economic Zones (SEZs), export-oriented industries, and FDI. With better policies and investment, manufacturing can create jobs, reduce imports, and boost exports—especially in agro-processing and light industries.

 

 

Issues and Challenges of Corporate Governance in Nepal

Weak Legal Framework Nepal lacks a unified corporate governance code. Existing laws like the Companies Act, BAFIA, and Securities Act are fragmented and sometimes outdated.

Lack of Transparency Many companies fail to disclose accurate financial data, board decisions, or ownership structures. This reduces investor confidence and accountability.

Board Ineffectiveness Boards often lack independence, expertise, and diversity. In many cases, directors are family members or politically connected individuals, leading to poor oversight.

Political Interference Appointments and decisions are sometimes influenced by political favoritism rather than merit, especially in public enterprises and financial institutions.

Corruption and Insider Abuse Cases of fraud, misuse of company assets, and insider trading have surfaced, especially in banks and cooperatives.

Limited Shareholder Rights Minority shareholders often have little say in decision-making and face difficulty accessing company information or raising grievances.

Gender Inequality Women are underrepresented in boardrooms and leadership roles, limiting inclusive governance.

Low Awareness and Culture Many business owners and managers lack understanding of governance principles. Focus remains on short-term profit rather than long-term sustainability.

 

Way Forward for Improving Corporate Governance in Nepal

Strengthen Legal Framework Introduce a unified corporate governance code and update existing laws. Enforce penalties for non-compliance and unethical practices.

Promote Transparency Mandate timely disclosure of financial reports, board decisions, and ownership structures. Use digital platforms for public access.

Improve Board Composition Ensure independent, skilled, and diverse board members. Encourage inclusion of women and minority representatives.

Reduce Political Influence Establish merit-based appointment systems, especially in public enterprises and banks.

Enhance Shareholder Rights Create mechanisms for minority shareholders to raise concerns, vote effectively, and access company information.

Build Ethical Culture Introduce corporate ethics training, whistleblower policies, and internal codes of conduct.

Use Technology for Governance Adopt digital tools for reporting, auditing, and board management to improve efficiency and traceability.

Raise Awareness and Capacity Conduct workshops, seminars, and academic programs to educate business leaders and students on governance principles.

 

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