A Guide to Corporate Governance

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The society at large, have begun to loose faith in the infallibility of governance systems. What could be the minimum ethical standards is being debated. The characteristics of governance, when applied in the context of a country, comprises mechanisms, processes and institutions through which citizens and groups articulate their interests, exercise their rights, meet their obligations and mediate their differences. Its aim includes formal institutions and regimes empowered to enforce compliance, as well as informal arrangements that people and institutions either have agreed to or perceive to be in their interest. Corporate governance has now been recognized as a medium to provide the structure through which the objectives of the company are set, do the means of attaining those objectives and monitoring performance. Thus, corporate governance consists of a system of structuring, operating and controlling a company in order to achieve objectives like fulfilling the strategic goals of the owners, taking care of the interests of employees, maintaining sound relations with customers and suppliers, taking account of community and environmentalneeds and also maintaining proper compliance with all applicable legal and regulatory requirements. Governance of companies in India does not mean just replicating systems prevalent elsewhere. The Indian environment is changing and therefore it makes good business sense to evolve our own unique our own unique solution to manage this change, using the bedrock principles of international corporate governance. Companies have been urged to inculcate a culture of transparency and accountability. Audit has been advised to shift attention from fault-finding to assuring all concerned of a balance between risks and responsibility. Disclosure should focus on quality of data, rather than quantity. The creation of self-assessed and self-regulated organization with a conscience, has been preferred. The choice is to opt for any of the following four methods: legislation, regulation, self-discipline and social pressure. The effectiveness of corporate govnnance would then largely depend upon the optimum blend of the four methods, Indian companies should strive to match global standards of governance have to consistent with Indian ground realities. In the above context, the book makes a comprehensive coverage of the concept of corporate governance, SEBI and company law compliance requirements, public enterprises and banks best board practices, business ethics and social responsibility. The book also provides various useful material on best corporate practices for adoption. In the process, all latest developments such as the Irani Panel report on company law, its recommendations on corporate governance and independent director, the proposal to review the Companies Act to simplify, rationalize and reducing the size by two third, the setting up of National Foundation for corporate Governance by MCA for promoting good corporate governance etc., have been included so that the book is found to be a one source volume by all concerned for all their reference requirements on the subject.