I

 Corporate governance addresses the various

aspects related to share holders , stake
holders.
 Various Dimension are described related to
corporate Governance such as, Corporate
Ethics , investor Protection , social
responsibility etc.
 Experts identify various critical issues which
require detailed understanding and remedial
mechanism for effecting corporate
governance practices.
1. Distinguishing the roles of board and
management:
2. Composition of the board and related
issues:{categorized of}
3. Separation of the roles of CEO and
chairperson:
4. Should the board have committees:
5. Appointments to the board and directors'-
election:
6. Directors‟ and executives „ remuneration:
7. Disclosure and audit:
8. Protection of shareholder rights and their
expectations:
9. Dialogue with institutional shareholder:
10. Should investor have a say in making a
company “socially responsible corporate
citizen”?
 Distinguishing the roles of board and
management –
The board occupies a key position between
shareholder (owner) and the company‟s
management (day to day managers of the
company‟s resource).
A. select, decide the remuneration and
evaluate on a regular basis, and when
necessary , change the CEO.
B. Oversee (not directly , but indirectly )the
conduct of the company‟s business to
evaluate whether or not it is being
correctly managed.
C. Review and , where necessary , approve
the company‟s financial objectives and
major corporate plans and objective.
D. All other functions required by law to be
performed.
A board of directors is a “committee elected
by the shareholders of a limited company to
be responsible for the policy of the company
.
 Sometimes ,full time functional directors are
appointed , each being responsible for some
particular branch of fir „s work.
 The composition of board of directors refers
to number of directors of different kind that
participate in work of the board.
 Itis now increasingly being realized that the
practice of combining the role of chair
person with that of the CEO as is done in
countries like the US and INDIA leads to
conflicts in decision making and too much
concentration of power in one person
resulting in unsavory consequences.
 Many committees on corporate governance
have recommended in one voice the
appointment of special committees for
i. Nomination
ii. Remuneration and for
iii. Auditing.
These committees would lessen the burden of
the board and enhance its effectiveness.