The Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning pptx

Security Risk Assessment as part of corporate due American Society for Industrial Security guidance 197 Case studies are instructive on the cost and benefits Case study 2: Hurricane Kat

The Due Diligence Handbook

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The Due Diligence Handbook

Corporate Governance, Risk Management

and Business Planning

Linda S Spedding

AMSTERDAM • BOSTON • HEIDELBERG • LONDON • NEW YORK • OXFORD

PARIS • SAN DIEGO • SAN FRANCISCO • SINGAPORE • SYDNEY • TOKYO

CIMA Publishing is an imprint of Elsevier

CIMA Publishing is an imprint of Elsevier

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First Edition 2009

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To all of my family, especially Ajan and his father:

‘ One way to remain clear is to identify with everything outside oneself When looking

at water, experience the water as oneself If one sees a bird, feel that bird Really stand how connected people are to trees, plants and clouds … ’

under-Dr S Purna, The Truth Will Set You Free (1987), Element Books, p 81

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Transactional and operational concerns – integration

The interaction with risk management and

Due diligence and late payment issues for business 170

Buncefield – a lesson in contingency planning for business 184

Contents

Security Risk Assessment as part of corporate due

American Society for Industrial Security guidance 197

Case studies are instructive on the cost and benefits

Case study 2: Hurricane Katrina – a US case study on

Chapter 7 Reputational due diligence and risk management 247

Chapter 9 Information technology and e-commerce: issues of due

diligence, risk management and corporate governance 305

Technology due diligence managing legal risk exposure 325

Contents

Systems and methodologies for risk management 367

Chapter 11 The Sarbanes-Oxley Act of 2002 381

Chapter 12 International dimensions and corporate governance:

The legal and regulatory framework regarding corporate

Other corporate laws of India 437

Chapter 13 International dimensions: corporate governance in

Hong Kong special administrative region and the

People’s Republic of China 471

Directors ’ duties 473

Corporate governance in the People's Republic of China 488

Chapter 14 International dimensions: corporate governance in

Checks and balances – separation of power and

HIH: a case study of a catastrophic failure in corporate

The core problems of corporate governance in Japan 520

Chapter 16 Environmental due diligence and risk management:

sustainability and corporate governance 535

Trends in transboundary trade and environmental

Trustees duties – governance for non-profits in the USA 654

Chapter 18 Governance in the family, the family business and

Governance, the family and long-term wealth preservation 667

Acknowledgements

I, the author, wish to express my gratitude to all of those who have aged and supported the preparation of the second edition of this handbook, both those who are mentioned expressly and those who are not Many rel-evant and significant developments have taken place since the first edition, including the recognition of Climate Change as a core business issue These have involved considerable rewriting and the inclusion of additional material, particularly in the context of trends and drivers for change (for instance in Chapters 4, 6 and 16)

encour-This edition could not have been completed without the contribution of reliable colleagues who have updated the chapters referred to in the Author and Contributors Section and whose profiles are summarised separately For these contributions I have enjoyed an editorial role in the main My

thanks also to Adam Rose, my co-author for the Business Risk Management Handbook (published also by Elsevier this year ISBN: 978-0-7506-8174-2),

who has assisted with some updating of Chapters 4 and 7

In addition, several other colleagues have provided material in chapters and checklists that enabled the revision of the remaining chapters in a timely manner Accordingly I acknowledge and thank (generally in order of their input) Charles

F Bacon, Christopher Davis, Mike Dance (Jackson Parton, Shipping Solicitors), Jonathan Barber (SERM), Professor Bob Lee (BRASS), Jaylene Sarracino and David Kaye (Risk Reality) I also thank Steven T Miano (Wolf, Block, Schorr and Solis-Cohen LLP), Zaid Hamzah, Claude S Lineberry, Jayant Bhuyan, Vijay Sardana (Achievers’ Resources Pvt Ltd), Cate Newnes-Smith (Director, Mountain Top), Stephen Mason a barrister specialising in e-risks, e-business,

IT, data protection and commercial law, Jaspreet Singh, an International Human Rights Lawyer and Peter Roderick of the Climate Justice Programme, as well

as Jacqueline Maclennan and Jesse Scott (White and Case Brussels Office), Jim Melton Bradley at the Charity Commission, and my colleagues at EFR

As regards the Appendices, I would like to acknowledge the following for their contributions: Chapter 1: Item 1 – Hemant Batra (Kaden Borriss, Delhi), Item 2 – Christopher Davis; Chapter 8: Jayant Bhuyan, CEO, IBEF (formerly

of ASSOCHAM); Chapter 12: Item 1 – Vinay Somani (Karmayog, which is the Convenor of the NGO Council in India, which works on civic issues), Item

2 – Y.C Deveshwar (Chairman, ITC) and Nazeeb Arif (Head of Marketing, ITC) regarding the insertion of the AGM 2007 speech; Chapter 16: Item 1 – William L Pence (Akerman Senterfitt), Item 2 – Katherine Miles (Network Communications Coordinator at the Global Reporting Initiative (GRI)) and Covive (one of GRI’s organisational stakeholders), as well as Aon Insurers for the site extract at Item 3

I also wish to emphasise my thanks to my publishers, Elsevier, for their continued positive enthusiasm and support and to Mike Cash in particular Many special thanks to Dr Purna, whose guidance and ongoing advice have been a constant source of inspiration and my son Ajan who has encour-aged me throughout

I also acknowledge the painstaking proofreading of my mother, who has provided this service lovingly since my first publication in 1986 and who will celebrate her 84th birthday in 2008 In addition, I acknowledge the encour-agement of my father, who has respected my writing over the years and who believes in my work

Furthermore, I acknowledge the patience, encouragement and support of

my family, who have shared my time and attention, while I worked on this project, and for their belief in my work

Finally I would like to express my appreciation to all those who have inspired and supported me but I have not mentioned above

While I gratefully acknowledge the assistance of all of the above, the tributors and I accept responsibility for the final publication Nevertheless it should be emphasised that, since the information included is not legal advice, any reader should, of course, seek relevant expert advice on areas of specific concern

Dr Linda S Spedding

Acknowledgements

Foreword

The International Chamber of Commerce (ICC), the world business tion, promotes an open international trade and investment system and the market economy Our conviction that trade is a powerful force for peace and prosperity dates from our earliest years, when the small group of business lead-ers who founded ICC called themselves ‘the merchants of peace ’ Increasingly, experience is demonstrating the significant benefits brought by international trade and investment in faster economic growth and significant reductions in poverty – as strongly evidenced by the current economic success of India and China resulting in the ability to reduce poverty levels in both these countries significantly However, for the effective operation of the international trad-ing system, good governance at country level and at company level are both essential ICC promotes the benefit of a rule-based trading system and clear self-regulation in all aspects of operation built around an effective corporate governance system For corporate governance to be effective, clear policies must be in place but also the tools, guidelines and experience must be avail-able to translate policy into effective implementation

organisa-It is for this reason that we welcome the second edition of this publication

by Dr Linda Spedding, which clearly demonstrates and endorses the tance of effective due diligence, not only when making international acquisi-tions, but also as an integral continuing corporate approach It provides clear guidance and case studies to help all involved understand the complexity of the issues involved and to demonstrate the detailed work that is necessary both to ensure that the benefits of an acquisition can be realised and that there are no unexpected problems, for example through damage to corporate rep-utation that more than offsets the targeted benefits As high profile business failures tarnish the reputation of international business, it is essential that business responds by having the policies and practices in place in day-to-day operations and in particular, as this book so effectively demonstrates, when a major business development such as an acquisition is being implemented

impor-Dr Spedding is well known to the ICC as an international lawyer with a substantial reputation as consultant, author and speaker on significant com-mercial matters She is to be congratulated on this valuable and timely contri-bution to the debate on due diligence and sound corporate governance

Andrew Hope

Director ICC United Kingdom

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Preface

As was mentioned previously, the times and business priorities are changing

at a rapid pace: no longer do organisations aspire to profit for shareholders alone – they are increasingly answerable to other stakeholders As a result of regulatory and media pressure, in particular, best practice, transparency, open-ness and fair play are needed to be successful and sustainable in business While traditional concepts still exist and are referred to in this handbook, new meanings are also developing It is a constant evolutionary process which few organisations can avoid, regardless of their size, sector or location

The effective running of any business, large or small, is no minor ing We are in an era of instant communication, media interest and increasing global management demands, requirements and trends As a result, enhanced business knowledge, improved commercial awareness in addition to the appro-priate technology and tools are vital Traditional barriers and divisions of responsibility are being dismantled and the concepts of due diligence, corporate governance and risk management must be recognised as holistic business issues The second edition of this handbook is not intended to deal with every aspect of due diligence – the intention is to consider due diligence having regard to corporate governance, risk management and related drivers in the context, also, of business planning It combines traditional business strategies with recent trends in due diligence and corporate governance in an accessible manner that enables business and their advisers representatives to operate in

undertak-a more proundertak-active undertak-and responsible wundertak-ay The objective is to provide undertak-an overview

of the key concerns while offering some practical tools in the form of lists and case studies that can assist with business strategy

check-A preliminary overview of the traditional approach to legal due diligence

is dealt with at the outset However, the reader should appreciate that this handbook regards the due diligence process as an ongoing exercise It extends

to areas of business activity that go well beyond the transaction/deals with which it is usually associated to embrace many aspects of business operations and performance

Corporate governance and risk management can also be seen as part of

an organisation's ongoing internal due diligence While certain matters clearly have a basis in regulation it is important to regard this handbook as a business resource rather than a legal text As a general rule, the stated position relates

to the UK unless otherwise mentioned or indicated Wherever it is helpful, comparative and/or regional or international trends and standards are also discussed In view of the global nature of the developments and their exten-sive impact, the international dimension is considered Selected countries include India (with some comment on the SAARC region), Hong Kong, China,

the American framework

The reader should be aware that this is a vast and developing debate – indeed many of the issues are each worthy of a book in themselves As such, the treatment in this handbook must be selective with the intention to pro-vide a different approach or angle to a subject that is covered regularly by the media and the Internet In view of the significant acceptance by the scientific community of the impact of Climate Change since the first edition – and the urgent need for business to respond in a responsible manner – substantive additional material regarding Climate Change issues has been included in this edition Moreover additional material on the growing problem of economic crime has been included

Finally, it should be emphasised that throughout this edition attention is given to the impact of developments on smaller organisations, including small- and medium-sized enterprises (SMEs), as far as is practicable Since they are regarded as the backbone of most economies, any comments addressed to them therefore have a broader relevance for the economy and society

It is to be hoped that the reader enjoys the contents as much as the author has enjoyed engaging in such an important debate

Dr Linda S Spedding

Preface

Author and contributors

Dr Linda S Spedding, international lawyer and business adviser

Dr Linda Spedding is a practising solicitor (England and Wales) and attorney at law (USA) She has worked at the Legal Service of the European Commission

in Brussels and in matters before the European Court in Luxembourg During her career she has been a partner and a consultant with international law firms Currently Dr Spedding provides consultancy advice to law firms and to clients in both the private and the public sectors As an international lawyer also qualified as an advocate in India, Dr Spedding keeps abreast of practical professional developments through her network of long-standing professional connections and membership of associations She provides the ideal mix of experience as a practitioner and author, who also speaks regularly at confer-ence and training sessions She is well respected for her contribution to the sensitive debate over sustainability, climate change and responsible corporate behaviour She has practised in the area of due diligence as a consultant with organisations and law firms which specialise in international mergers and acquisitions as well as with other expert colleagues overseas She has been particularly concerned with legal business issues that affect small business

Dr Spedding has written extensively on due diligence and related areas of business risk In her capacity as an international environmental lawyer and an adviser to SERM and EFR, she has developed corporate governance as a spe-cialist area of advice for business

Stephen David Jones and Vieoence Prentice, Jirehouse Capital

(Chapters 2 and 3)

Stephen David Jones is a practising solicitor and the principal and founder of Jirehouse Capital, London, an incorporated legal practice that, together with its affiliates, provides legal and fiduciary services to a wide international cli-ent base He is also a Fellow of the Securities Institute and has investment management qualifications Vieoence Prentice is a legal assistant at Jirehouse Capital and is also currently completing a Bachelor of Laws at the London School of Economics and Political Science Previously, he worked for 3 years

as a financial services regulator in Nevis He graduated from the Pennsylvania State University as a Schreyer Scholar with a BSc degree in Finance

David Kaye (contributor to Chapter 5)

David is an author and lecturer on risk management and continuity subjects and guides a wide range of companies and public sector organisations around the world David has spent much of his working life resident and with bottom-line responsibility for financial services businesses in the UK, The Netherlands,

The Caribbean, Singapore and Malaysia David later became a Divisional Director within the multi-billion pound Multinational with responsibility worldwide for operational risk and continuity planning He is the Institute of Risk Management's (IRM) lead examiner on business continuity, author of the

Chartered Insurance Institute's textbook on Operational Risk Management

In 2006 he co-authored the book A Risk Management Approach to Business Continuity, published by Rothstein David is a Fellow of the Chartered

Insurance Institute, a Fellow of the Royal Society of Arts, a Fellow of the Business Continuity Institute, and a Member of the IRM

Jaylene M Sarracino, JD University of Maryland University College

(contributor to Chapter 5)

Jaylene M Sarracino holds a BA in Criminal Justice and a JD from the University of New Mexico in Albuquerque, New Mexico She is on the teach-ing staffs of the University of Maryland, University College (UMUC) and Norwich University and is now the Assistant Academic Director of Criminal Justice and Legal Studies at UMUC She currently sits on the Editorial Board for WomeninLaw.com and continues as a Member of the American Bar Association, Maryland Bar Association, D.C Bar Association, and is also a Member of the Bar of the US Supreme Court

Olga Reese, Cass Business School (Chapter 7)

Olga Reese has completed an MSc in Insurance and Risk Management at Cass Business School (dissertation and interest in reputation risk management, etc.)

in 2005 and her MA in Politics, Security and Integration at SSEES, UCL, in

2003 During her MA, Olga submitted a dissertation on the Russian oil try in the context of CSR

Laura Washburn, Britton Seal & Laura Schmissrauter, Bradley Arant Rose & White LLP (Chapter 11)

Founded in 1871, Bradley Arant Rose & White LLP has over 250 US-based neys who serve a wide variety of national and international clients in numerous practice areas Laura, Britt and Laura are members of Bradley Arant's Corporate and Securities Practice Group, focusing on, among other things, public compa-nies and their compliance with federal and state securities laws, mergers and acquisitions, private equity transactions, and business entity formation and cap-italisation Laura Washburn is also a Member of the firm's Sarbanes-Oxley Task Force and has developed expertise advising public and private companies of the impact of the Sarbanes-Oxley Act of 2002 on corporate governance Bradley Arant is the largest law firm headquartered in Alabama and one of the largest in the Southern United States It maintains offices in Birmingham, Huntsville and Montgomery, Alabama; Jackson, Mississippi; Charlotte, North Carolina; and Washington, DC Bradley Arant serves clients in numerous industries including accounting, automotive, banking and finance, biotechnology, construction, edu-cation, emerging business, energy, equipment leasing, forest products, health care, insurance, manufacturing, materials and aggregate production, media and

attor-Author and contributors

communications, mining, municipal and public finance, oil and gas, ceuticals and medical devices, public utilities, real estate, retail, steel, technol-ogy, telecommunications, textiles, transportation, and venture capital

Ramni Taneja

Ramni has an extensive international and all India civil practice The areas

of practice of the firm are acquisitions and mergers, domestic and foreign banking, commercial disputes, conflict of laws, contracts, corporate govern-ance, foreign direct investment, finance, venture capital, securities, interna-tional offerings, joint ventures, mutual funds, insurance, leasing, corporations, energy, intellectual property, shipping, air transportation, litigation before all tribunals and courts in India, and commercial arbitration The firm advises business groups, government companies and commercial banks in India –

Bombay and Delhi – and has an extensive international clientele

Angela Wang & Co (Chapter 13)

Established in 1995, Angela Wang & Co is a business-focused Greater China legal practice with a dedicated group of local and expatriate lawyers quali-fied in multiple jurisdictions Experienced lawyers in their Hong Kong and Shanghai offices advise a wide range of business clients on all aspects of corporate and commercial law, mergers and acquisitions, corporate finance, employment law and commercial litigation in Hong Kong and the People's Republic of China (PRC) In this edition Emma Xin Yang has updated the chapter She attended University in Shanghai and has revised the section She has qualified as a lawyer and an accountant in the PRC and is currently com-pleting her qualification as a CPA in Australia and working at the Australian National Law firm Hunt & Hunt

Jim Harrowell, Partner Hunt & Hunt (Chapter 14)

Jim Harrowell is a partner and former Chairman of the Australian National Law firm Hunt & Hunt and Interlaw, an international association of for-eign law firms Jim in addition to his legal qualifications is a Fellow of the Australian Institute of Company Directors, an Associate of the Hong Kong Society of Accountants and Associate of the Australian Society of Certified Practising Accountants He is also the Chair of the Australian Government regulator of nursing homes, advises clients on issues of governance and also speaks regularly at seminars on governance issues

Shuichi Namba, Koichi Nakatani and Richard G Small, Momo-o, Matsuo & Namba (Chapter 15)

Shuichi Namba, LLM (Columbia), is a member of the Japanese Bar, New York Bar and California Bar He became an associate at Ozaki & Momo-o in 1984

In 1986 he enrolled at Columbia Law School from which he was awarded

a Master of Law (LLM) in 1987 In February 1988 he was admitted to the New York Bar In December 1988 he was admitted to the California Bar From June 1989 he became a founding partner of Momo-o, Matsuo & Namba Koichi

Author and contributors

Nakatani is a member of the Japanese Bar He joined the Legal Department of IBM (Japan) in 1997 In 2004 he became an associate at Momo-o, Matsuo & Namba Dr Richard G Small, LLM (London), PhD (London), member of the New York Bar, joined Momo-o, Matsuo & Namba in 2001 following a Research Fellowship at the International Center for Comparative Law and Politics, Graduate School of Law and Politics, University of Tokyo

Gray E Taylor (contributor to Chapter 16)

Gray Taylor is the leader of the climate change and emission trading practice group and the environmental practice group His practice focuses on climate change and environmental issues affecting businesses in Canada and abroad Having acted on commercial arrangements and transactions in Canada, the

US and elsewhere in the world for over a decade and a half before turning

to environmental and climate change issues, Gray brings a understanding of business realities, practices and goals to his climate change, emission trading and environmental law practice In his climate change practice, he focuses on emissions trading transactions (ERPAs and related financing and transactional documents for a broad range of CDM, JI, Alberta regulatory and voluntary car-bon deals) and advising on corporate governance and climate change business planning issues

Nicola Jones, Solicitor (Chapter 18)

Nicola Jones is a solicitor in England and Wales (1987), and was called to the Bermuda Bar in 1997 She specialised in UK taxation, corporate and trust law She is currently working as a family business and wealth adviser and contrib-utes to professional press and international public speaking engagements

Author and contributors

Table of international statutes

1985 Business Names Act 4.22

1985 Companies Consolidation (Consequential Provisions) Act 4.22

1986 Financial Services Act 1.21

1986 Insolvency Act 4.22

1986 Company Directors Disqualification Act 4.22

1986 Financial Services Act 4.22

1990 Computer Misuse Act 9.11

1990 Computer Misuse (Amendment) Bill 9.11

1995 Environment Act 16.46

1996 Arbitration Act 5.19

1999 Access to Justice Act 5.10

2000 Financial Services and Markets Act 4.22

1978 Bankruptcy Reform Act 5.41

1980 Comprehensive Environmental Response, Compensation

and Liability Act 5.56

1986 Superfund Amendments and Reauthorisation Act 16.50

1986 Money Laundering Control Act 3.2

1988 Prompt Payment Act 5.35

1990 Oil Pollution Act 5.56

1899 Indian Stamp Act 12.42

1949 Banking Regulation Act 12.42

1949 Chartered Accountants Act 12.25

1951 Industries Development and Regulation Act 12.4

1956 Securities Contracts (Regulation) Act 12.10

Table of international statutes

1961 Income Tax Act 12.42

1985 Sick Industrial Companies (Special Provisions) Act 12.8

1992 Securities and Exchange Board of India Act 12.9

1996 Depositories Act 12.11

1999 Insurance Regulatory and Development Act 12.42

2000 Information Technology Act 12.42

2002 Securities and Exchange Board of India Amendment Act 12.20

1990 Commodity Futures Act 16.65

1990 Ontario Securities Act 16.65

Table of international statutes

Table of statutory instruments

Directors ’ Remuneration Report Regulations 2002

(SI 2002 No 1986) 10.7 Environmental Protection (Duty of Care)(Amendment)

(Wales) Regulations 2003 (SI 2003 No 1720) 4.25 Landfill Tax Regulations 1996 (SI 1996 No 1527) 4.25 Money Laundering Regulations 2003 (SI 2003 No 3075) 2.3 Producer Responsibility Obligations (Packaging Waste)

Regulations 1997 (SI 1997 No 648) 4.25 Special Waste Regulations 1996 (SI 1996 No 972) 4.25 Telecommunications (Lawful Business Practice)

(Interception of Communications) Regulations 2000

(SI 2000 No 2699) 9.2 Transfer of Undertakings (Protection of Employment)

Regulations 1981 (SI 1981 No 1794) Employment Act

(Dispute Resolution) Regulations 2002 2.13

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Table of cases

Al-Nakib Investments (Jersey) Ltd v Longcroft [1990] 3 All ER 321 1.21

Caparo Industries plc v Dickman [1990] 1 All ER 568 1.21

Dunnett v Railtrack plc [2002] EWCA Civ 303, [2002] 2 All ER 850 5.27

Goff v Gauthier [1991] (62 P & CR 388) 1.21

Kana Sen and others v C K Sen and Co(P) Ltd and another [1997]

27, CLA 82 CLB 12.15 Keats v Lord Cadogan [1851] 10 CB 591 1.21

McNaughton (James) Papers Group Ltd v Hicks Anderson & Co

[1991] 1 All ER 134 1.21

P v P [2003] EWHC 2260 Fam, [2003] All ER (D) 141 (Oct) 3.10

Peek v Gurney [1861–73] All ER 116, LR 6 HL 377 1.21

Re City Equitable Fire Insurance Co Ltd [1925] Ch 407; Law Wai Duen v

Boldwin Construction Co Ltd [2001] 4HKC 403 13.2

R v Levin [2004] EWCA Crim 408, [2004] 07 LS Gaz R 35 3.10

R v Montilla [2004] 1 WLR 624 3.10

Thomas Witter Ltd v TBP Industries Ltd [1996] 2 All ER 573 1.21

With v O'Flanagan [1936] Ch 575, [1936] 1 All ER 727 1.21

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List of key abbreviations

ACCA Association of Chartered Certified Accountants

AICSRR Association of Independent Corporate Sustainability

and Responsibility Research

AIRMIC The Association of Insurance and Risk Managers

ALARM The National Forum for Risk Management in the Public

Sector

ASIS The American Society for Industrial Security

ASSOCHAM Associated Chambers of Commerce and Industry of India

Compensation and Liability Act

CICPA The Chinese Institute of Certified Public Accountants

COP/MOP Conference of the Parties

CSPI Center for Science in the Public Interest (??)

CSRR Corporate Sustainability and Responsibility Research

DOC/NIST National Institute of Standards and Technology (???)

EDIFAR Electronic Data Information Filing and Retrieval

List of key abbreviations

EPA 1990 The Environmental Protection Act

EPCRA (or SARA The Emergency Preparedness and Community

FDCPA The Fair Debt Collection Practices Act (amended 1996)

GITIC Guangdong International Trust and Investment

HAZOPs Hazard and operability studies

HIPAA Health Insurance Portability and Accountability

Act of 1996

HS &E Health, safety and environmental

HSSE Health, safety, social and environmental

IAIS International Association of Insurance Supervisors

ICAEW The Institute of Chartered Accountants in England and

Wales ICAN The Institute of Chartered Accountants in Nepal ICAP The Institute of Chartered Accountants in Pakistan

ICCR The Interfaith Center of Corporate Responsibility ICFR Internal control over financial reporting

ICSA The Institute of Chartered Secretaries and

Administrators IDR Act The Industries Development and Regulation Act 1951

IMoLIN The International Money Laundering Information

Network

IOSCO The International Organisation of Securities

Commissions

IPPC Integrated Pollution and Prevention Control

ISO International Organization for Standardization

List of key abbreviations

IVIS Institutional Voting Information Service

M &A Mergers and acquisitions

MARPOL International Convention for the Prevention of Pollution

from Ships

MTRP Act The Monopolies and Restrictive Trade Practices Act

1969 NASSCOM National Association of Software and Service

Companies NBCC The National Building Construction Corporation

Limited NCCT Non-cooperative countries and territories

Development

List of key abbreviations

PEST Political, economic, social and technological

POCA 2002 The Proceeds of Crime Act 2002

REACH Registration, Evaluation, Authorisation and Restriction

of Chemicals

Management Assistance Scheme

SCRA The Securities Contracts (Regulation) Act 1956

SEBI Act The Securities and Exchange Board of India Act 1992

SEED Social, ethical and environmental disclosure

SERM Safety/Social and Environmental/Ethical Risk

Management

SICA The Sick Industrial Companies (Special Provisions)

List of key abbreviations

SRI Socially responsible or sustainable and responsible

investment

SWOT Strengths, weaknesses, opportunities, threats

The Co-op The Co-operative Bank

UEAPME The European representative body for small business

Association UNCLOS The United Nations Convention on the Law of the Sea

USDA United States Department of Agriculture (??)

WICEM 2 Second World Industry Conference on Environmental

Management WRCAI Western Region Climate Action Initiative

WWF-UK The World Wide Fund for Nature or World Wildlife

Fund UK

List of key abbreviations

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1

Introduction and traditional due

diligence