This book has been compiled by the Indian Institute of Corporate Affairs as a guide to understand key issues in the area of corporate governance. The book covers fundamental aspects of corporate governance with a strong focus on Indian regulatory system. The various authors who have contributed to the book present practitioner’s approach to understand the corporate governance issues.Corporate governance practices are evolving around the world in response to the global financial crisis and a spate of corporate frauds in the recent years. In India, the Companies Act, 2013 has raised the bar for corporate governance as the landmark legislation aims to bring changes in key operational areas by prescribing checks and balances. Companies are managed in a way that their utilization of resources have a profound impact on society in the pursuit of profits in market economy that is why corporate governance ultimately determines society’s welfare. The main objective of this book is to provide up-to-date thinking on the issues faced by the persons with responsibilities for managing and regulating institutions of all kinds. The book will be of immense value for company directors, gatekeepers or regulators and governance practitioners. The comprehensive coverage of this book provides an opportunity to consider the way in which corporate governance practices has been developed as a whole. The book is divided into five Modules :First Module presents the conceptual framework of corporate governance which includes the evolution of corporate governance, agency problem, stakeholder theory, enterprise governance, role & responsibilities of directors & auditors, board committees, importance of disclosures, role of institutional investors and case studies on corporate governance failures. It gives an overview of the difficulties faced in the implementation of corporate governance. Second Module traces the Indian corporate sector by studying the variation across countries. The different economic, social and political contexts of countries that produce variations in their corporate sectors also have additional effects on their trajectories of development. The Module discussed the history and evaluation of the Indian corporate sector to provide a basis for understanding its contemporary specific cities and likely directions of future development. Third Module makes discussion on Indian regulatory environment to equip the readers to understand and analyse all aspects of various legislation and whether there is a need of any amendments to the law. The volume describes different relevant laws in India which have a direct bearing on the governance aspect. Fourth Module makes an important contribution to comparative thinking on the development of corporate governance and leads to better understanding of part played by international jurisdictions. The regulations, strengths and weaknesses of corporate governance in the USA, UK, Germany, Japan and South Korea are presented in detail in this Module. OECD Principles of corporate governance which have provided specific guidance for legislative and regulatory initiatives in both OECD and non-OECD countries are also part of this Module.Fifth Module provides a close look at the societal expectations from companies, i.e., Responsible Business. It also analyses the role of laws and regulations in setting the CSR agenda in a country, responsible business strategies, policies and legislations for the benefit of SMEs adapting CSR, Business ethics, sustainability reporting, report and impact assessment.
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