(a) Following is the discussion of the various CSR stances required.
(i) Enlightened self-interest
This stance of CSR involves with recognition of the long-term financial benefit to the shareholder of well-managed relationships with other stakeholders. The justification for social action is that it makes good business sense. An organization’s reputation is important to its long-term financial success. Given that employees see it as important that their employer acts in a socially responsible manner, a more proactive stance on social issues also helps in recruiting and retaining staff. So, like any other form of investment or promotion expenditure, corporate philanthropy or welfare provision might be regarded as sensible expenditure. The sponsorship of major sporting or arts events by companies is an example.
The avoidance of “shady” marketing practices is also necessary to prevent the need for yet more legislation in that area. Managers here would take the view that organizations not only have responsibility to their shareholders, but also a responsibility for relationships with other stakeholders (as against responsibilities to other stakeholders). So, communication with stakeholder groups is likely to be more interactive than for laissez-faire-type organizations. They may well also set up systems and policies to ensure compliance with best practice (for example, ISO 14000 certification, the protection of human rights in overseas operations, etc.) and begin to monitor their social responsibility performance. Top management may also play more of a part, at least insofar as they support the firm taking a more proactive social role.

(ii) Multiple stakeholder obligations
This stance of CSR explicitly incorporates multiple stakeholder interests and expectations rather than just shareholders as influences on organizational purposes and strategies. Here the argument is that the performance of an organization should be measured in a more pluralistic way than just through the financial bottom line. Companies in this category might retain uneconomic units to preserve jobs, avoid manufacturing or selling “anti-social” products and be prepared to bear reductions in profitability for the social good. Some financial service organizations have also chosen to offer socially responsible investment “products” to investors. These include only holdings in organizations that meet high standards of social responsibility in their activities.
In such organizations responsibility for CSR may be elevated to board-level appointments and structures may be set up for monitoring social performance across its global operations. Targets, often through balanced scorecards, may be built into operational aspects of business and issues of social responsibility managed proactively and in a coordinated fashion. The expectation is that such a corporate stance will, in turn, be reflected in the ethical behavior of individuals within the firm. Organizations in this category inevitably take longer over the development of new strategies as they are committed to wide consultation with stakeholders and with managing the difficult political trade-offs between conflicting stakeholders’ expectations.

(b) The following are the answers to the various questions

(i) Composition of Remuneration Committee
The recommended composition of a remuneration committee varies between countries and governance codes. The Code of Corporate Governance for Listed Companies in Zamora states that the committee should consist of at least three people and the majority (including the chairman) should be independent non-executive directors.

(ii) Functions of Remuneration Committee

• Establishing a formal and transparent procedure for developing policy on senior executive remuneration.
• Ensuring that a proper system of long term and short-term compensation is in place to provide performance-oriented incentives to senior management.
• Scrutinizing executive contracts with a view to ascertaining any inordinate losses the corporate body may be liable to incur in the event of an early termination of services.

(iii) Factors to be considered in the remuneration of executive and non-executive directors:

• Level of experience – the remuneration levels of directors should reflect experience and the level of responsibilities undertaken by the particular director concerned.
• Exclusion of concerned director – the board as a whole should determine the remuneration of non-executive directors with the individuals concerned excluding themselves from deliberations of the matter.
• Commitment of non-executive directors – the remuneration of non-executive directors should be fixed at a level that will ensure their commitment to the duties and obligations they are required to discharge.