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Pranjal Vashisht, JEMTEC School of Law.

Date: 15.12.2021


Either you run the day or the day runs you. – Jim Rohn



Corporate governance is the collection of blueprints that are generated for determining a firm’s show and orientation. It is a synopsis of rules and regulations for the individuals administering an incorporated company. They are the ones who accept to take authority towards the shareholders. Corporate governance is a wider expression in today’s business surroundings. The juridical implements of corporate governance can be modified to suit the diligent option of every wearer. The paper will put the light upon corporate governance, followed by India’s viewpoint. It will examine the barricades that a growing and developing economy like India has to encounter. In addition, it will elucidate why it is necessary for any nation to chase good corporate governance exercises. In the next segment, it will glance at how corporate governance transmuted into an indissoluble function of Indian economy. Next, it talks about participation of morals, internal governance, and alternative of auditor and audit committee for India. In the conclusion, the paper gives a summary of how corporate governance is shaping the current economic environment of India.



 Audit committee, ethics, internal governance, Indian corporate governance.



Corporate governance is a comprehensive sphere of study which comprises of an extensive range of subjects – accounting, consulting, economics, morals, finance, law, and management.[1] The primary task of corporate governance is to form negotiations that outline the entitlements and duties of shareholders and the corporation. In case of disputes because of difference of opinion or conflict of interest, it is the duty of corporate governance to bring the public together. It also has the purpose of setting guidelines against which firms tasks can be run and controlled.[2]

Corporate governance discusses the means by which firms are controlled and supervised. Corporate governance has swelled in eminence over the centuries. It has been a zone of swift evolution especially after large corporate slumps, extensive course of actions were vital to ensure adherence to good customs in corporate governance. Corporate or corporation is extracted from Latin phrase ‘corpus’ which implicates a ‘body’. Governance means instructing the techniques and structures put for gratifying partner aspiration.

The motive behind corporate governance is to aid in building a surrounding of belief, lucidity and responsibility obligatory for promoting long-term investment, financial lucidity and business solidarity, thereby supporting terrific growth and more comprehensive societies. The morals are calculated to assist policymakers, assess and revamp the judicial, directorial, and institutional composition for corporate governance, with a vision to aid economic effectiveness, sustainable progress and financial sense.[3]


The ABC of Corporate Governance

Corporate governance is as aged as the corporate character itself.[4] Corporate governance requires a collection of relationships between a corporation’s administration, its panel, its shareholders and other stakeholders. Corporate governance also come up with  the formation through which the goals of the firm are set, and the method of accomplishing those aims, objectives and examining performance are set on.

Early efforts to interpret the notion of corporate governance become visible in the United Kingdom Cadbury Report (1992) and the South African King Report (1994), expounding corporate governance as ‘the system by which companies are directed and controlled’.[5]

Righteous corporate governance is a crucial factor as uprightness; capability and skills are the pillars of a firm. Below par corporate governance can dilute a company’s aptitude, can guide to financial instabilities and in some instances can give rise to long-term harm to a firm’s name and esteem.

Corporate governance is the composition of regulations, associations, affairs, managements and procedures within and by which authorization is applied, advised and controlled in companies. It comprises and circumscribes the operations by which firms, and those in power, are held to judge.

Corporate governance refers usually to the juridical and organizational composition within which, and the ethics and procedures by which, companies are regulated. It refers in specific to the abilities, responsibility and links of those who take part in the course and command of a corporation. Leader among these party are the committee of directors, and administration. There are characteristics of the corporate governance system that have an effect on the tie – up between shareholders and the firm.[6]

Productive corporate governance forms motivate the firms to produce worth, through entrepreneurism, revolution, evolution and investigation, and provide liability and control systems corresponding to the threat involved. [7]

Thus, the theory of ‘corporate governance’ began to affect this new expression of ‘handling the company’, with a principal focus on the interconnection between internal class and individuals such as the council of directors, the shareholders in general meeting, personnel, managing directors, executive directors, non-executive directors, executives, audit committees and other bodies of the panel. However, exterior interests are also at risk; for example, those of creditors, probable investors, and consumers and the community at large.

Besides, good or righteous governance is primarily about successful headship. Leaders should stand up to the dares of contemporary governance. Such premiership is distinguished by the moral principles of authority, accountability, impartial and limpidness and established on moral obligations. Responsible heads instruct corporation policies and performance with a vision of attaining feasible economic, social and environmental production.


India and Corporate Governance

Corporate governance has played a very principal character to play in the current economic situation of India. India successfully began its progress towards unbarred and welcoming economy in 1991. From then on it has seen an astonishing rising trend in the magnitude of its capital market, that is, number of listed companies was increasing proportionately.[8] If India wants to allure more nations for foreign direct investments, Indian firms have to be more attentive towards translucency and “Shareholders value maximization”.[9]

Even though corporate governance exercises can be backdated to as early as 1961 around the globe, India was failing to maintain the progress. It was not until 1991 when liberalization took place and corporate governance accepted a global subject. The most salient scheme of 1992 was the refinement of Securities and Exchange Board of India (SEBI). The primary target of SEBI was to look after and systematize stock trading, but it step by step constituted a number of corporate governance rules and regulations. The succeeding crucial change was evolution of Confederation of Indian Industry (CII) in 1996, which developed the combination of laws for Indian firms as to start off the act towards corporate governance. Then two boards, Kumar Mangalam Birla and Narayan Murthy under Securities and Exchange Board of India commenced setting down the basics for ratifying the prime applications on corporate governance. Established on proposals from these councils, Clause 49[10] was instituted as part of the listing contract for the firms listed on the Indian stock exchange. However, due to smear campaign from companies like Enron, Satyam, WorldCom etc. forced the clause 49 to be reformed to integrate and conquer the difficulties that triggered these firms to crumble and fractured the economies of the respective nations.[11]

Clause 49 of the listing agreement of Indian stock exchange became operative from 2000 to 2003. It comprised all the rules and essentials of least number of self – sufficient directors, council members, different requisite committees, code of conduct, audit committee regulations and limits, etc. Companies that were not backing these morals were removed from the listing and were given financial punishments.[12]

Comparing the Sarbanes-Oxley Act and Clause 49, Clause 49 was established on the concept of Sarbanes-Oxley Act of 2002. It was developed for the firms listed on the US stock exchanges. As far as the duties of administration and number of directors were concerned, they are both the alike. They also have matching regulations concerning insider trading, denial of loans to directors and so on. The salient difference between the two is under Sarbanes-Oxley codification that if cheating or eradication of records takes place, up to 20 years of imprisonment can be charged, but in instance of Clause 49, there are no such circumstances. Being the administrator of the market, SEBI can initiate a criminal proceeding. If in case SEBI determines to give a harsh punishment then it can start off a criminal proceeding or increase the penalty for not matching up with Clause 49, which automatically delists the corporation.[13]


Business Ethics

Business ethics is established on the broad subjects of reliability and justness. Business ethics means putting in the universal moral fundamentals to business issues and detecting the resolution that will be “fair” in all situations.[14] Business worries come to light when the ruling made by the committee is going to influence either profitability or its shareholders in the end.

Some rudimentary tasks that come under business ethics patronage are defining accepted conduct, set up company values, determining duties, present headship and counseling, relate interpretations to stakeholders as well as shareholders, increasing liability, always aware of the outcomes, continues examinations and alternatives for enhancement, etc.[15]

Corporate governance behaves as a bridge between shareholders, stakeholders, and council of directors. It should be able to reinstate the belief and sureness of management and the firm to the shareholders in the corporation.[16]

Firms need to do much more than just accomplishing the ethical corporate governance exercises; it should continuously aspire for satisfying the foremost interest of all its members. It focuses on determining the governing composition in any corporation such as committee of directors, audit committee, shareholders committee, election of independent auditors etc. The principal matter with the governance is that there is no intentional measure against which it can be said if it is good or bad. Here the firm’s moral comes into the attack.[17]

Corporate governance operations should be organized in such a way that it will motivate an appropriate aura for corporate communal duty, reliability, and morals. It is one of the ten core ideas of corporate council of directors that was formulated by the National Association of Corporate Directors, 2008. Business ethics mostly has to manage with choice of conflict of interest and merit. Corporate directors have fiduciary responsibility towards the stockholders. Committee members are the eyes and ears for the shareholders.[18]


Internal Governance

·       Board of Director

The owner and shareholders are connected to each other through board of directors. They are the connection between managers sitting in the company office and the vast set of controllers of a firm that are all over the globe. They have fiduciary responsibility towards its shareholders, as shareholders are the ones who have appointed them as board of director. The council comprises of internal and external directors. The internal directors sometimes known as executive directors are usually superior position bearer people from the company; they usually know confidential details about the firm and its presentation. Whereas the external directors also called as non-executive directors are not the staff of the firm, they are specialists in their subject matter that is essential as per the firm.

Duty of caution and duty of faithfulness are the most paramount parts of any director. The American Law Institute records one of the duties as selecting, evaluating, and fixing the interests of the superior executives, another charge is to keep a watch at the business and its future duties towards the community, they also give assent to corporate schemes for the future and the financial aim that the company has to establish, finally they also focus at if the firm is making the desired changes as per the demand of the society.[19]

·       Board Size and Composition

There is no worldwide appropriate figure for the most approvable size of board of directors. Even if the firm has a small or a large committee, they both have their positive as well as negative attributes. There is a very complex relation between board size, board effectiveness, and business performance. According to the Corporate Library’s research, the median board size is from 3 to 31 members. For India, there is no obligatory number for the board of directors except the regulation of minimum of two members in private limited firms and three for public limited firms.

·       Board Profile and Diversity

Board profile refers to the extent of expertness the board member brings to the table, whereas the board diversity refers to the socio-cultural exposure of the member. There are ranges of surveys that demonstrate the want of both flexible profile as well as variety. The resolutions made by the board influence the company in day-to-day business. People with same mentality tend to assist each other. This can on occasion lead the firm on wrong course. For the reliable growth of the company, it needs assortment in the board. For now though US lags Europe and Asian nations in case of board diversity.


Auditors and Audit Committee

A firm can select to have internal or external auditor. Internal auditors are generally full time firm employees whereas external auditors are hired on a stipulated motive and are independent of the organization they are examining. After the crumble of Enron, Sarbanes-Oxley Act of 2002 provided various new regulations concerning the auditors and their committee. First, the auditor of any firm will be involved only in consulting activities. Second, auditing committee is appointed by independent board of directors rather than by chief financial official. Third, public chartered accountants supervise board regulating accountants; they keep an eye on all the accounting companies too. Fourth, lead accounting partner is rotated every five years just to evade any encounter between auditor and the firm. Finally, to stay away from any other kind of deceitful conduct, SOX authorized all the off-balance sheet negotiations to be declared in detail by the corporation.[20]

The Blue Ribbon Committee (BRC), which is sponsored by NYSE-NASDAQ, systematized the part of audit committee as the “ultimate authority and responsibility to select, evaluate, and where appropriate, dismiss the outside auditor.” In addition to that, Securities Exchange Commission (SEC) gave out the regulation that administration cannot dismiss an auditor without the consent from audit committee.[21]

Over the years Confederation of Indian Industries (CII), Kumar Manglam Birla Committee, new regulations of the Securities and Exchange Board of (SEBI) and Company Law has aided in progression of audit committee in India too. Now a day, audit committee is observed as “oversight function of corporate governance, financial reporting process, internal control structure, and audit functions”.[22]



Indian firms still have the reach to color a dazzling future for them. They need to admit and go on with the corporate governance reform, and always keep in mind that this glazing future will have its own set of dares.

It follows that the real burden of accomplishing the desired amount of corporate governance, lies in the proactive schemes taken by the firms themselves and not in the external measures like breadth and depth of a regulation or strictness of implementation of norms. The degree of control, transparency and fairness, and the readiness shown by the firms themselves in executing the code, will be the critical factor in achieving the desired reliance of shareholders and other stakeholders and satisfying the goals of the firm.

The future of corporate governance is becoming a little transparent now, as in the future the investors would be advanced to act like possessors rather than just dealers. Free – thinking directors will have more defined positions and responsibilities. And the stimulus said to be given out to others will be distributed to the shareholders. In long race, a market-oriented and shareholder-centered order will evolve into a new emerged apparatus as stakeholder-oriented system making finance itself liable to the public welfare.

It can very well be concluded that, “As legal rules are, to a significant degree, endogenous to the political economy context of the systems in which they operate and so are the corporate governance practices”.[23]


[1] S. Li and A. Nair, “Asian corporate governance or corporate governance in Asia?” Corporate Governance: An International Review (2009), vol. 17, pp. 407-410.

[2] C. S. V. Murthy, Business Ethics and Corporate Governance (Global Media, 2009).

[3] OECD, G20/OECD Principles of Corporate Governance (OECD Publishing, 2015).

[4] J J du Plessis, ‘Corporate law and corporate governance lessons from the past: Ebbs and flows, but far from “The end of History: Part 1” ’(2009), Vol. 30 No. 2, pp. 43-51.

[5] Jean Jacques du Plessis, Anil Hargovan and Mirko Bagaric, Principles of Contemporary Corporate Governance, 2nd Edn. Cambridge University press.

[6] HIH Royal Commission, Directors’ Duties and Other Obligations under the Corporations Act (2001), Background Paper 11(27), para 76.

[7] ASX, Principles of Good Corporate Governance and Best Practice (2nd Edn, 2007).

[8] L. Som, “Corporate Governance Codes in India” (2006), vol. 41, Economic and Political Weekly, pp. 4153-4160.

[9] R. Ramakrishnan, (Inter-relationship between business ethics and corporate governance among Indian companies, 2007)

<> accessed 9 October, 2021.

[10] Listing Agreement on the Indian Stock Exchange 2004, cl. 49.

[11] N. Sanan and S. Yadav, “Corporate governance reforms and financial disclosures: A case of Indian companies” (2011), vol. 10, IUP Journal of Corporate Governance, pp. 62-81.

[12] K. Han and Y. Lu, “Corporate governance reforms around the world and cross-border acquisitions” (2013), Journal of Corporate Finance.

[13] Sanan and Yadav (n11).

[14] Ramakrishnan (n9).

[15] Murthy (n2).

[16] L. J. P. Singh, “Ethics, corporate governance & investment” (2013), vol. 2, Indian Streams Research Journal.

[17] Ramakrishnan (n9).

[18] S. B. Young, “The ethics of corporate governance the North American perspective” (2009), vol. 51, International Journal of Law and Management.

[19] M. Bhasin, “Audit committee mechanism to improve corporate governance: Evidence from a developing country” (2012), vol. 3, Modern Economy, pp. 856-872, 2012.

[20] M. Becht, P. Bolton, and A. Röell, Corporate Law and Governance (National Bureau of Economic Research 2002).

[21] V. C. Joseph and L. N. Terry, “Audit Committee Characteristics and Auditor Dismissals Following “New” Going-Concern Reports” (2003), vol. 78, The Accounting Review, pp. 95-117.

[22] Bhasin (n19).

[23] R. V. Aguilera and G. Jackson, “Comparative and international corporate governance” (2010), vol. 4, Academy of Management Annals, pp. 485-556.

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