Introduction to csr: legal and human rights perspectives

Introduction to Corporate Social Responsibility: Legal and Human Rights Perspective
Abul Hasnat Mohammad Saiful Azam
6th HRSS 2005 Alumnae
email: donaldasia@gmail.com


1. Introduction:
Business Corporation is an institutional arrangement of wealth creation and distribution of wealth. Although, this arrangement has proved to be highly successful serving these purposes, this arrangement was never been away from the forefront of debate. The debate on social impact and human cost of such arrangement remains open. Under the pressure of the tension between social challenges and economic growth the characters of corporations and expectations from the corporations have been changing. Now it seems, only profit making is no more enough for the sustainable growth of businesses. They should take care of the environment and the people where they operate.

2. Development of CSR:
In the present world order Multinational Corporations in many cases are more powerful and influential financially and de-facto politically than the state within which they are operating . So, the responsible operation of corporation became a big concern. In this context a societal, organizational and political movement started. This movement is often referred to as corporate social responsibility (CSR) .

We can observe development of two different streams of CSR, Explicit and Implicit. Explicit CSR approach is common among the North American companies while in Europe the development of Implicit CSR approach. Explicit CSR is an approach whereby corporations articulate responsibilities for some societal causes in their management policy. On the other hand, Implicit CSR refers to an approach whereby corporations comply with requirements consist of values, norms and rules. As the Europe CSR issues are addressed in the government centric legislation corporations take an implicit CSR approach.

3. What is CSR:
In 1973 Votaw stated that CSR is a brilliant term that means something to everybody but it does not mean the same to all and after four decades still there is no exhaustive definition available for CSR.

European Commission defined CSR as ‘a concept whereby the businesses incorporate social and environmental concerns in their operations and any other activities with their stakeholders on a voluntary initiative’.

Some of the major questions CSR discussion may raise are what responsibilities can be imposed upon corporations? Can any responsibility be justifiably imposed upon corporations beyond there direct financial activity? For example, under the current principles of international human rights law it is less obvious that whether a multinational corporation can be held liable for human rights violations if it accepts business benefits resulting from the activities of a government that violates human rights. Again to whom a corporation has the responsibility is another critical question. The concept of CSR entails that the corporation has responsibilities not only to its shareholder but also to its stakeholders.

3.1 Human Rights and CSR:
CSR is a buzz word these days. The dynamic and multifaceted nature of CSR makes it difficult to develop a common understanding. Interestingly there are literatures available that suggest CSR is not Human Rights. CSR is a process whereby companies articulate wide range of social responsibilities including Human Rights in there management policies as it is now widely believed that CSR is necessary for business’s sustainable growth. I might see why some activists argue that CSR is not Human Rights. They advocate that corporation’s Human Rights obligations should be mandatory and must not depend on the will of the corporate management. Perhaps it is originated from the well grounded fear of many experts that voluntary nature of corporate self-regulation will eventually lead to privatization of civil rights and/or non-regulation. But good news is CSR is not going to substitute regulations rather laws are developing to support CSR initiatives. In many cases states can not take adequate measures to achieve the internationally expected standards of Human Rights due to lack of wealth. Now it is a starling question that to what extent corporations can be expected to fulfill this gap? Again, CSR is not entirely voluntary initiatives. Many jurisdictions have incorporated CSR agenda in their legislations. The tendency to separate ‘Human Rights’ from ‘CSR’ also happens as in their definition CSR means a set of social responsibilities that companies address voluntarily and at some point even synonymous to corporate philanthropy.

4. The concept of Stakeholder:
Prior to Stakeholder concept it was established that corporations are accountable to its shareholders. The focus from stockholder to stakeholders after the term coined in an internal memorandum at the Stanford research institute in 1963. Stakeholders were described as “those groups without whose support the organization would cease to exist”. The list of stakeholder ordinarily includes shareowners, employees, consumers, customers, suppliers, lenders, community members, and the government.

According to Scholl the term stakeholder made a new platform for the study of corporate governance that eventually developed the theory of stakeholder. Scholl suggested that the term Stakeholder deliberately indicates a contrast to the term ‘stockholder’ or ‘shareholder’. Hillman suggests that even though the scope of ‘stakeholder theory’ has yet to be defined, some common concepts of stakeholder theory are evident. The most commonly accepted features of stakeholder theory are 1) there is a relationship between the business and its stakeholders 2) the basis of the relationship between the business and its constituencies is ‘interest’ and this interest has value 3) the main focus of the stakeholder theory is managerial decision making. According to Jones the interest that defines the basis of the relationship can be legal, economic, political, technological, moral or ecological. As a consequence, managers have to take into account the impact of any distribution of organizational resources on wide variety of constituencies within and outside the firm.

Talking about CSR relates two fundamental questions. While answering the question ‘what responsibilities business ought to fulfill’ the question ‘to whom the business is accountable’ obviously comes in. As different socio-economic reality can create different expectations, ‘who the business is accountable to’ can change the ‘what responsibility business has to fulfill’. Again on the basis of stakeholder interpretation the determination of responsibilities might change. That is to say in the same socio-economic perspective if stakeholder concept includes the society members who are beyond the direct financial operation of the business the set of responsibilities will be changed than that of under a narrower explanation of stakeholder theory.

Stakeholder theory broadens the range of people to whom a business is to be accountable. Under stakeholder theory the term stakeholder encompasses every person who can be affected by the activities of the business or can affect the business. The previously popular shareholder theory denotes that corporate managers are hired by the shareholders for the well-being of the business. Oppose to this shareholder theory stakeholder theory suggested that corporate managers are responsible for the well-being of all who may be affected by the operation of the corporation. Milton Friedman’s theory support shareholder theory of corporate responsibilities. Friedman argued that business first responsibility is to make profit while playing by the rules. He argued that the moral responsibility to advance the well-being of the society is the duty of the public authorities. On the other hand Ralph Nader suggested that as corporations are created by the state to pursue economic activities and corporations are arms of the public authorities to facilitate public policy.

Friedman’s notion of corporate responsibilities somewhere contradicts with the western liberal tradition. In capitalist legal theory corporations are seen as citizens. So, when government is the sole guardian of CSR it risks the danger of the infringement of the right of corporate citizen. Stakeholder theory suggests a wider nexus of relationships between varieties of actors. As the motivation behind engagement in relationships with a business differs so the expectations of the actors from the business are often different. This situation eventually renders conflict of interests among the stakeholders. Stakeholder theory is often criticized as it contains little clue on how to balance the conflict of interests. Critiques of stakeholder theory suggested that the conflict of interests among the wide range of actors eventually gives managers the opportunity to be corrupted.

The term Stakeholder is too broadly inclusive. Sub-categorization perhaps is one of the most widely accepted ways to tackle this problem. By sub-categorization the too broad stakeholder issue can be divided into smaller bite size agenda. Johnson and Scholes suggested external and internal stakeholder framework as a means of sub-categorization while Weiss believes primary and secondary stakeholder framework is more preferable. On the other hand social and non-social strands of stakeholder study is also proving to be useful.

Corporate stakeholder responsibility is not a unitary responsibility model. This concept renders that there is a scope to think that the burden of responsibility is not on the corporation solely, it is on the corporations and their stakeholders combine. For example, if the stakeholders want to protect their jobs form outsourcing to low cost economies then they have to support the company by accepting high price products. Business entities are inherently designed to respond to change rather than proactively seeking for it. Incentive is a prime drive for business to act effectively. We can not meaningfully expect firms to undertake any social duty while not doing so has no reasonable consequences.

Stakeholders can play an important role to hold the corporations accountable for their actions. They can give an incentive to a company by accepting to pay a higher price for a product when the price is actually gone up due to socially responsible behavior of the producing company. Again stakeholders can use existing legal framework to hold the corporations accountable. In many countries such legal facilities are available. For example, there are Writ provisions for public interest litigations. A wide range of stakeholder can participate in legal proceedings.

Under Stakeholder theory managers has to take a wide range of constituencies. Any third party organization or an individual can be fall under the scope of stakeholder theory. The relationship between the firm and the constituency has base in the interest. Determination of the relationship and interest has relevance with direct legal implications. For example an individual can establish his locus-standi and sue against a company. In Nike v. Kasky it was determined that Kasky has the legal standing to bring proceeding. We can draw example from the developing countries as well. For instance, in Dr. Mohiuddin Farooque v. Bangladesh & Others , the court permitted legal proceeding with plaintiff who did not satisfy traditional standard of standing requirements.

5. Law and CSR:

5.1 CSR versus Law:

CSR movement opened a new era of deregulation. Sometimes it might seem that the rapid development of corporate codes of conduct as a dangerous trend towards a privatisation of social rights. EU documents pointed out that CSR can not be used as a substitute for international and domestic legislations or social dialogue and collective bargaining.

The idea of CSR renders that corporations go beyond compliance and contribute into the society on the basis of the philosophy that such contribution will help to gain competitive benefits in the long run. This rhetoric echoes with the scholars who foresee non legal norms as a way of corporate governance.

In Hutton v. West Cork Railway Co. (1883) is a leading English company law case regarding the limit of directors to spend company fund for the benefit of non-stockholder stakeholders. In this case Lord Hutton stated that “the law does not say that there are to be no cakes and ale, but there are to be no cakes and ale except such as are required for the benefit of the company.” An argument can be well made that what is good for the company? How long term benefit can be granted as a benefit for the company? If spending fund for the non-shareholder stakeholders’ benefit is good for the company does at what level it can overtake the shareholders’ profit maximization norm? There a good number of case law where the court took a middle way. In Shlensky v Wrigley ; Shlensy a shareholder of the Chicago national league baseball club brought a suit against the director of the company claiming that the director failed to install light to facilitate night games. The court observed that the court can not control the directors while he is exercising his delegated power which is by nature discretionary. The court speculated that the director was concerned about the long term impact of the lighting in the locality. Moreover, the court can only step in when there is a prima pace of fraud or conflict of interest. Same view was shown in the Howard Smith Ltd v Ampol Petroleum Ltd. In many cases it has been reflected that shareholder primacy norm can not be based on shareholders short-term profit maximization. But again court did not take a positive role to uphold the companies’ contribution into the society even on the ground that such decisions would be beneficial for the shareholder in the long run. Another interesting case where CSR activists get remedy from the court is the American Nike v. Kasky . In mid Nineties there was a charge against Nike for physically abusing its workers in Asia, other form of human rights and very low wages. In response to this charge Nike launched a campaign that included newspaper advertisement and other form of public communications. Nike claimed in these public communications that Nike had taken measures to improve conditions of overseas workers. But in 1997 a Nike-commissioned Ernst & Young audit report indicated that abuses in Nike supply chain had been continuing. Californian CSR activist Marc Kasky, brought a legal proceeding against Nike on the ground of misleading advertisement under California’s stringent false advertising and unfair business practice laws. Nike took a defense of “political speech”. Under USA constitution political speech enjoys immunity from any legal consequences. Than the court had to decide whether Nike’s campaign was public speech or commercial speech? The lower court gave its decision in favor of the company then the case went to the California Supreme Court. Supreme Court of California decision went in favor of Kasky. Later the US Supreme court was asked to decide whether Nike’s speech constitute political speech or not. The court handed down the petition. In 2003 kasky and Nike came to a settlement. According to this settlement Nike agreed to pay 1.5 million US dollar to FLA an organization work for economic and education development. Nike’s case shows that how difficult it is for CSR alone to get remedy from the court; however, this case established that companies can not operate within the society delinquently.

5.2 Law & CSR
In the recent development of CSR instruments it is evident that the importance of legislative regulation of corporation in the context of CSR is no way curtailed by the other voluntary instruments rather the legislation now has taken a greater commitment to support and facilitate the voluntary initiatives.

Though CSR is described as an idea of self regulation and many also described CSR as the privatisation of social rights even when we agree with these expressions, we can not separate CSR and law completely. Rather, somewhere CSR and law are intertwined. The mandatory and voluntary debates sometimes miss that many jurisdictions have incorporated CSR agenda in their legislations. Again, more interestingly pure voluntary commitment also can constitute mandatory (legal) obligations. For example, a purely voluntary commitment can be incorporated into contractual commitments. So, CSR is not purely a privatisation of regulation rather in a sense it is a supplement to the legislative literatures.
5.3 Problems regarding jurisdiction under international law: every state has exclusive jurisdiction within its national territory. Only in special cases one state might have jurisdiction beyond its national territory. To apply jurisdiction beyond its national territory the state must have a valid ground.

On the basis of nationality principle one state might exercise extra territorial jurisdiction. Nationality principle states that state has jurisdiction over its nationals even when they are situated in a foreign land. Under international law any corporation incorporated under the national law of a certain country will be treated as a national of that country.

But the application of this principle is limited in case of subsidiaries. There is a distinction between legal obligation made via the parent company and obligation directly applicable to the foreign subsidiaries. The US Anti-Terrorist Act applies to US-incorporated companies but it is not applicable to the overseas subsidiaries of such companies. UK traditionally does not use extraterritoriality jurisdiction. Although under UK Security Act 2001 UK extends its jurisdiction beyond its territory to regulate its nationals it is not applicable to the subsidiaries of UK incorporated companies even when such subsidiaries are wholly owned by the UK Company.

Under ‘effect doctrine’ one state can go beyond its national territory. This doctrine renders that if one criminal activity is planed in one country but concludes in another then the effected country can extend its jurisdiction to the territory where the criminal action is originated.

Universal Jurisdiction is based on the principle that in cases of acts that are internationally defined as crime all states have criminal jurisdiction over such crimes. Under this principle extremely serious abuses by corporation might attract extraterritorial jurisdiction.

Under public international law home states of multinationals are obliged to guard the victims of such multinationals. But the principle of ‘forum non-convenience’ blurs the obligation of the home state to regulate the multinationals’ offensive activities overseas.

We observer that under private and public international law acute abuse of multinationals and in some cases foreign affiliates might be brought into legal proceeding but in regard of wider CSR issues still international laws are not adequate. CSR advocates state that home states should take some extraterritorial regulatory measures to ensure the minimum health and safety standards. Extending human rights law might come forward to facilitate a legal development in this regard.

5.4 Foreign Direct Liability: while FDL is a major source of remedies against parent companies, FDL depends on the home state court’s acceptance of jurisdiction. Plaintiff might face the problem of forum non convenience.

In Bhopal case it was a claim for negligence against Union Cabide India Limited (UCIL) and its US parent company UCC. The plaintiff claimed that UCC did not perform the required duty of care while designing the plant. Primarily these arguments were dismissed on the ground of forum non convenience. Later in 1989 the Indian Supreme Court directed a settlement of $470 million to be paid by March 31 1989. $450 of this amount of $470 was to be paid by UCC and $ 50 was to be paid by UCIL.

In Doe v. Unocol corp. under Alien Tort Claim Act proceedings were drawn against Unocol. Although, Court dismissed that claim against Unocol it was stablished that it vicarious liability of Unocol companies should stand.

In Connelly v. RTZ the House of Lords rejected the plaintiff’s application for stay order on the ground of forum non-convenience was dismissed. The court took a view that UK is a better forum to litigate for the interest of all parties and the end of justice.

5.5 Taxation as a mean of CSR execution: Both host and home sates can use tax in a form of incentive. In this way host state can put tax reduction policy on the basis of CSR performance. Thus parent company can gain for the good performance of its subsidiaries. Home state can also use tax as a method of CSR performance booster. During a policy dialogue on ‘Role of NBR in encourage CSR activities’ organized by CCCI and MRDI Bangladesh National Board of Revenue member Aminul Karim suggested that the revised statutory regulatory order on CSR would stimulate the CSR activities.

5.6 Corporate separate legal entity and liability in context of MNEs:
The history of corporate legal entity traced back to 1868 in the USA. 14th amendment of the US constitution was made to protect the newly freed slaves’ life, liberty and property from the state. Corporations went to court and claimed themselves as persons. Court upheld their claim and thus they became a separate legal parson in the eye of law. From 1890 to 1910, 307 were brought to the court under 14th amendment. Surprisingly 288 cases out of those 307 were brought by companies and only 19 were by African Americans.

As each member of the band of business has a separate legal entity none of the members can be held liable for another member’s responsibility regardless the relation in between them. Though, very limited, there are grounds on which domestic courts can pierce this corporate veil. Multinational’s sophisticated multilayer formation makes it difficult to trace the relation between entities to locate liability. The Enterprise theory suggested that law should response to the economic reality and go beyond conventional legal theories to address the liability of multinationals. In the case DHN Food distributors Ltd. v. Tower Hamlets LBC(1976) we can observe the court’s readiness to disregard the separate legal entity of the companies within a group. New Zealand’s company law has provisions to make other members of group liable in case of insolvency on the basis of closeness of involvement in the management of the insolvent entity.

5.7 Shareholder Primacy Norm:
If CSR concept entails that business has obligations to stakeholder and specially when the basis of such responsibilities are based on duties of fairness and morality, CSR collide with the shareholder primacy norm of business law.

As corporation is a legal person, while talking about the responsibilities of a corporation it refers to the executives who actually run the corporation. Shareholder primacy norm renders that corporation is the property of the shareholder. The officers of the corporation have duties primarily to the shareholders. That is to say corporate officers have little duty to non-shareholder stakeholders. In Dodge v. Ford the shareholder primacy norm was upheld. In 1916 Henry Ford, who owned 58 percent share of Ford Company announced that no more special dividends would be paid and the earnings would be put back to the company. In the press release he expressed his intention to “employ more men to spread the benefits of the industrial system to the greatest possible number. By doing so the company will be benefited in the long run.” Minority shareholders sued in the court claiming special dividend and after one hearing the trial court gave its decision upholding the minority shareholders demand. The Michigan Supreme Court clearly announced to whom the corporation owes its loyalty. The court’s remark is now repeatedly reported in corporate law casebooks. The court cited that:
“There should be no confusion (of which there is evidence) of the duties which Mr. Ford conceives that he and the stockholders owe to the general public and the duties which in law he and his co-directors owe to protesting, minority stockholders. A business corporation is organized and carried on primarily for the profit of the stockholders. The powers of the directors are to be employed for that end. The discretion of directors is to be exercised in the choice of means to attain that end, and does not extend to a change in the end itself, to the reduction of profits, or to the non-distribution of profits among stockholders in order to devote them to other purposes.

Therefore, in Dodge v. Ford the court expressed that the corporate directors’ responsibility is primarily to maximize the profit for the benefit of the shareholders.

This property model is commonly link with the shareholder primacy norm. Thus it proves that directors’ duty to maximization of profit is placed at a far higher position than any philanthropic concern.

Some scholars like Frank H. Easterbrook and Daniel R. Fischel, urged that, directors even should not comply with any economic regulatory rule if it goes against the interest of the shareholders. Directors must find out the importance of these regulations. Referring to Frank H. Easterbrook and Daniel R. Fischel, directors have no ethical duty to obey any regulatory rules. Directors’ utmost duty is to make profit for its shareholders.

This case has been being used as an authoritative case law in corporate legal study frequently. At the same time it has been criticized and suggested as a bad law. Firstly, it is a century old case and as the economic context has been far change this case law might lost its applicability in the modern context. Again the Michigan court is not much authoritative in the field of corporate law. Delaware court is considered as one of the most respected courts is the field of corporate law. Alongside Delaware the state of California and New York are considered as the most preferred states. Most importantly “the Michigan supreme court’s statements on corporate purpose were dicta. The actual holding in this case, that Henry Ford had breached his fiduciary duty to the Dodge brothers and the company should pay a special dividend – was justified on entirely different and far narrower legal grounds. Those grounds were that Henry Ford, as a controlling share holder, had breached his fiduciary duty of good faith to his minority investors.” Dodge brothers were up to establishing another car company of their own. To stop the brothers from doing so Henry Ford wanted to them deprive them from liquid funds. He was also wanted to buy out their shares in Ford Company at the lowest possible price. To fulfill his intension canceling special dividend was the easiest way available in Ford’s hand. Therefore Dodge case should not be seen as a case law on the directors’ duty to maximize shareholders profit, rather it is a case law on duties not to control minority shareholders in an oppressive way. In last three decades Dodge case was cited only once and it was in Nixon v. Blackwell , where Dodge case was seen as a case law on minority shareholder protection from oppressive controls.


5.8 Progressive corporate law view-point:
Progressive legal scholars in answering to shareholder primacy norm propose a border stakeholder model. Referring to Choudury stakeholder model renders that corporations duty is to serve all the stakeholders of the corporations. Under progressive stakeholder model the term stakeholder includes the shareholders but the shareholders do not enjoy primacy over other non-shareholder stakeholders. Thus progressive corporate legal scholars seek to explain corporate law in a way whereby corporate law takes non-shareholders interest into account.

According to Merrick Dodd “[b]usiness—which is the economic organization of society— is private property only in a qualified sense, and society may properly demand that it be carried on in such a way as to safeguard the interests of those who deal with it either as employees or consumers even if the proprietary rights of its owners are thereby curtailed”. Advocates of Progressive legal theory do not propose that corporations to be altruistic organizations. According to Progressive legal theory corporate law should not ask corporations to act philanthropically but corporate law should be explained beyond strict shareholder primacy norm. Progressive theorists reject the proposition of Frank H. Easterbrook and Daniel R. Fischel whereby they argued that directors should violate economic laws if it is beneficial to the shareholders.

Progressive corporate legal view has been criticized for its having too many constituencies to be accountable to. Which ultimately lead the corporations towards no accountability. When corporations are told to be accountable to these too many constituencies it becomes a loose end. This situation offers the managers to shop around between shareholders and non shareholder-stakeholders. Shareholder primacy norm advocates argue that the shareholder primacy norm is the most realistic way to make the corporations accountable for its actions and thus shareholder primacy norm can ensure interests of all stakeholders.

5.9 Shared value proposition:
A third theory evolved to minimize the collision between progressive corporate legal point of view and shareholder primacy norm theory. According to shared value advocates neither progressive corporate legal point of view nor the shareholder primacy theory can successfully answer the present issues of corporate accountability, corporate sustainability and sustainable development as a whole. Shared value theory renders that corporations should find a middle way to serve both shareholders and the society. Shared value proposition itself is not a unique theory. It just tries to balance between progressive theory and shareholder primacy norm. Shared value advocate do not offer any specific solution to the problem rather propose to adopt both progressive and shareholder primacy norm which is not always practically possible.

6. Enforcement of CSR standards:
Codes of conduct:
We can divide the Code of Conduct in three categories namely 1)Intergovernmental principles and codes of conduct 2) Multi-stakeholder codes of conduct 3)Model codes of conduct (e.g. developed by NGOs, trade unions and other organizations)

Codes of Conduct are corporations’ internal mechanism and thus are not enforceable by law. But still it can impose moral pressure on the companies. Failing to comply with codes of conduct might bring public criticism. As companies’ (especially companies that need greater consumer relations) famishment depends heavily on their brand name public criticism can hamper their profit significantly. So, company those need the brand names may take attempt to enforce responsibility for any violation of the code of conduct by any suppliers down the supply chain by sanctioning, imposing fine or even by terminating contract if necessary. If the violation has been done by the parent company still sanction might be possible by the peer companies.


Corporate Social Reporting:
Corporate social reporting is a clear way to disseminate its approach and strategy towards corporate social responsibility. Non-financial reporting is an effective way to link between financial bottom line and corporations’ environmental and social performance. Non-financial reporting is a great source for forecasting. This link makes corporations’ commitment to CSR more tangible and realistic to measure. Yet, there remain a danger that one company might choose the activities on which it will report on. It might choose to disclose only those activities that are favorable and ignore those activities that can attract criticism. For example, a chocolate company has taken measures to provide free education for its worker but at the same time this company has been continuing to destroy rain forest. This company might choose to report on its education programme and ignore the activities regarding rainforest distraction.

6.1 National and international initiatives:
We can observe considerable development of CSR mechanisms at both national and international levels. Available instruments are generally voluntary (soft law) where as some development of hard law is also evident mostly at the national level however, some of them might have international effect. American Alien Tort Act has been used for decades to try detrimental behavior of American companies overseas. We can also observe some recent development as well. US Dodd Frank Act on Conflict Minerals, The California Transparency in Supply chain Act on eradicating slavery and trafficking, Energy Labeling and Eco-design directive are examples of US hard laws addressing CSR. Again Canadian ‘Corruption of Foreign Public Officials Act’ is very important recent development. This Act will be a very helpful for those countries that are straggling to fights corruption problem. This Act makes it illegal for Canadian businesses and individuals to bribe foreign official to obtain or retain business. Under the British Companies Act 2006 each company listed in the United Kingdom has to provide information on the company’s strategies, performance and risks in its annual report.

7. Some examples of CSR mechanisms directly address human rights:
ILO Tripartite declaration of principles concerning multinational enterprises and social policy: It was adopted in 1977 and amended in 2006. This mechanism encompasses equality of opportunity, training, wages benefits and conditions of work. This tool refers to a wide range of ILO conventions and along with these conventions the tripartite declaration provides an international legal framework and policy consensus on legal issues. Although, this instrument has no legal binding force, it contains mechanism for dispute settlement.

An enterprise can apply this declaration without prior acceptance. There is provision of periodical surveys to monitor the effect given to this declaration by governments, multinational entities and workers associations. If any ambiguity arises over any provision of this declaration ILO has the supreme authority to give necessary explanations.

ILO Declaration on Fundamental Principles and Rights at Work:
This declaration was adopted in 1998 by ILO. The declaration encompasses four work place issues vital to social and economic life. The areas this declaration covers are a) freedom of association and the right to collective bargaining, b) the elimination of forced and compulsory labour c) the abolition of Child labours d) the elimination of discrimination at work. This ILO declaration does not require any ratification. So, this declaration applies to all ILO members irrespective of ratification. This declaration is supported by a follow-up mechanism. Together with the follow up mechanism this declaration provides its members three main ways to achieve the objectives of the declaration.
1) If any country has not already ratified any of the ILO Conventions that is directly related to the principles of the declaration such country has to provide an annual review stating any measure that has been taken by the state. This reporting procedure also gives a chance to the employers and workers organizations to put forward their commentary on the measures taken.
2) This declaration has a provision for an annual global reporting by the ILO director general. This global reporting provides a global scenario of the current situation of the principles rendered by this declaration. This annual report cover all the member states including those who have not ratified one or more core conventions related to the declaration’s principles and objectives.
3) This declaration has provision for cooperation projects. These projects are aimed to identify and fulfill any need to build local capacity related to the implication of the principles of this declaration.

UN Draft universal Human Rights guidelines for companies:
It is a model code of conduct for multinational entities based on human rights standards. This guideline was initiated by UN Commission on Human Rights: sub commission on the promotion and protection of human rights. This draft guideline is relevant to a range of organizations including companies, NGOs, governments and trade unions. The draft guideline addresses non-state actors as responsible entities to promote and protect human rights.

The draft guidelines address a wide variety of topics:

1. Right to equal opportunity and non-discriminatory treatment: Transnational corporations and other business enterprises has the responsibility to eliminating discrimination on the basis of race, colour, sex, language, religion, political opinion, national or social origin, social status, indigenous status, disability, age or other status of the individual referring to international and national laws and legal norms. As in many countries some group is legging far behind the rest of the people it is some times required to make special quota provisions. This guideline encourages such initiatives. For example in many developing countries woman had been discriminated and deprived from education and other opportunities. So for their advancement governments often took special quota schemes. In this guideline the non-sate actors are directed to comply with the national and international laws. If there is any special quota scheme existing in any state by following complying with the laws actually means complying with the quota scheme as well. But this document explicitly state “…complying with special measures designed to overcome past discrimination against certain groups” to further encourage the companies to actively engage in eliminating discrimination. That is to say not merely refrain from discrimination but to proactively take part in any measure taken to overcome past discrimination against certain groups.
2. Right to security of persons: this guideline ensures security of persons by stating “Transnational corporations and other business enterprises shall not engage in nor benefit from war crimes, crimes against humanity, genocide, torture, forced disappearance, forced or compulsory labour, hostage-taking, extrajudicial, summary or arbitrary executions,” This document further states that the non state actor should refrain from engaging theirself in any violation of humanitarian rights defined in any national or international instrument.
3. Right of Workers: this guideline addresses the duty of the Non state business actors to provide workers with remuneration that ensures an adequate standard of living for them and their families. It also addresses the issues regarding health and safety at work place, child labor and forced labor. This document emphasis on freedom of association and effective collective bargaining. This guideline refers to the ILO conventions and national laws in this regard.


4. Respect for national sovereignty and human rights: As multinationals have huge economic power they can influence the government and even sometimes use the government in illegal ways. This guideline tries to stop corporations from abusing state veil for their evil purposes. Usually business corporations address economic, social and cultural rights. This guideline put Political and civil rights at the same rank with economic, social and cultural rights.
5. Obligations with regard to consumer protection: this document addresses the consumer right and protections. It states that corporation should follow friar business, marketing and advertising rules.
6. Obligations with regard to environmental protection: as globalization brings new environmental challenges and multinational organizations have greater impact on environment they should not only

Implementation of the guidelines: These UN guidelines guide the Non-state business actors to develop, disseminate and implement internal rules of operation in compliance with the Norms. Thus it refers the codes of conduct. There is also provision for periodical reporting. These guidelines made transnational corporations and other business enterprises are subject to periodic monitoring not only by UN and other international organizations presently existing but also by any relevant body if emerge in the future. if the implementation of this guidelines adversely affecting the human rights obligations of States or adversely affecting more protective human rights norms it will the guideline will not suffice. This document states in the chapter on General provisions of implementation, “Each transnational corporation or other business enterprise shall apply and incorporate these Norms in their contracts or other arrangements and dealings with contractors, subcontractors, suppliers, licensees, distributors, or natural or other legal persons that enter into any agreement with the transnational corporation or business enterprise in order to ensure respect for and implementation of the Norms.” Thus it gives the companies direction to ensure the implementation down the supply chain.

Voluntary principles on security and Human Rights for the extractive sector: Extractive sector is a highly volatile sector with high environmental and humanitarian risks. Foreign office of UK and US departments of state made a common platform for extractive sector companies and NGOs, social partners and other organizations. These guidelines address three issues, potential human rights assessment, relationships with State security forces and company relations with private security forces. In this guideline the relation between state security forces concludes the relation with the military forces as well. As in many countries companies are alleged to engage in war crime this guide lines take this issues into account.


UN Global Compact (GC): UN Secretary General Kofi Annan called for a global pact in 1999. In this initiative multinational companies were called upon to under take to adhere to 10 basic principles regarding human rights, labor rights, anti-corruption and environmental responsibilities. The 10 principles include :
1. Support international human rights within there activity.
2. Ensure any type of engagement with human rights abuse.
3. Freedom of Association and right to collective bargaining.
4. Elimination of all form of forced and compulsory labor.
5. Abolition of child labor.
6. Elimination of discrimination in respect of employment and occupation.
7. Precautionary approach to environmental issues.
8. Proactively promote greater environmental responsibilities.
9. Proactive support to the development of environmentally friendly technologies.
10. Proactive engagement against all forms of corruption.

UNGC is criticized for its less effectiveness. Critiques have shown their worry that, since UNGC has no provision for monitoring and sanctioning for the behavior of the adhering members, it is nothing more than a mere intent of good will.
UNGC voluntary initiative and it no way substitute the decisive laws. UNGC encourage the development of the capacity of companies to observe the different regulations emerge in the process of globalization without multiplying the levels of responsibility. UNGC has a strong influence on the multinationals as a base of moral legitimacy rather than because of monitoring and sanctioning.

Amnesty International Human Rights Principles for Companies: Amnesty International designed a model code to help the companies to develop their codes of conduct. These guide line is based on human rights standards set by several intergovernmental organizations.

ICTFU Code of Labour Practice: International Confederation of Free Trade Unions is a Confederation of National trade union of 156 countries. Most of the international mechanisms regarding labour rights set principles to ensure the right to collective bargaining and freedom of association. This initiative is primarily set up to realize those principles into practice by ensuring the proper incorporation of such labour and work place rights by companies into their codes of conduct. .

ISO: Many of the standards developed by the International Organization for Standardization (ISO) address issues of inter-operability, safety and health. ISO 14001 advocates communication policy. ISO 14063 provides guidelines on external and internal environmental communications. ISO 26000 at many points addresses human rights. It renders that organizations should report to the stakeholders time to time about the major impacts made relating to the social responsibility.

CERES: The Coalition for Environmentally Responsible Economies Principles is a ten point code of conduct which embedded mandatory reporting of environmental management structures and results along the GRI sustainability reporting guidelines.

8. Conclusion: Though CSR is a process of privatization of regulation in some way, CSR does not curtail the importance and vigor of legislative power , rather the legislation now has taken a greater commitment to support and facilitate the voluntary initiatives. In present global order the metrics of the relation of Corporations and the Societies is significantly sophisticated and it is rather impossible for public regulatory body to regulate exclusively. So, in most of the cases governments are setting out principles and directions and developing frame works so that business entities can regulate themselves to uphold the ultimate spirit of justice. Most of the CSR violation is rooted in the developing countries and the big corporations are in many cases economically and de facto politically more powerful than the host states. The state is either incapable or reluctant (because lower labour rights and health and safety standards might help to attract DFI) alternative CSR instruments can compensate the vacuum. Again, developed home states might increase extraterritorial jurisdiction application to regulate the behavior of the corporations in developing states. We expect CSR will facilitate to realize the non state actors’ human rights obligations in the present globalised economy.

the king

The king

Cuckoo's egg in Crow's nest
Such a heinous deceit
Won't be tolerated in my land
Declared the truth king
Today winter comes, summer comes but spring

they are humorous

that love is a myth
true is the nature
true is you and me.
worshippers of that love
never reach
all they learn is hypothesis
they go farther and further to the east
until they reach the west.
after all those winters and summers in the field
they never learn the dining is in the shelter.
all should look at them
they deliver such comedy
very much unavailable in celluloid.

Summer in Wolverhampton

it's summer now
so it's good time for swimming
i learned how to swim in the sea
i grew up by the Bay of Bengal
it's summer now
so i go to sport's direct in the city centre
a place 365 days on sale.
i collect the schedule of the pool
to check the pick off pick hours.
i don't know why
in the pool the water is at the same temperature year round
yet, i feel like going there when it's summer.

beauty

...............

living in dream baby i, then grew my legs strong... living the dream... up to the dream... up up up... living it hard.

poetic

there are two types of poetic approach
one is philosophic and the other is artistic.
the first one questions questions and questions
lalon shah belongs to that school.
and about the later one i know little.........