AN ARTICLE ON CORPORATE GOVERNANCE

SUMMARY

Corporate governance practices in India.Corporate units are always talk more about investment planning, taxmanagement and all about profit centric operations. Last decade haswitnessed that many corporate failures are manipulation andmalpractice. Corporate units can maintain their growth rate only byfocussing on corporate governance. Good corporate governance canimprove public faith and confidence in the organization. In thispaper the researcher has try to observe the corporate governancepractices in Indian corporate world. In the first part of the paper,the theory of corporate governance is mentioned, that include variousimportant corporate governance codes, definitions, activitiesincluded in the corporate governance.In the second part of the paper a survey of 110 corporate unitsworking in India is done with an assumption that, "all the corporateunits working in India have the same reporting practices for theircorporate governance." Annual reports of March-2003 of the sample aretaken for the data collection. The researcher has fixed 32differenceperimeters to know the corporate governance practices of the sample.The result is quiet difference, only 75 percentage of the sample ispublishing separate section on corporate governance! Most of theunits are not discloses the materially significant related partytransaction, more transparency is needed, segmental reporting isrequired and finally, the awareness of the shareholders will make allthe difference in the matter. At the end of the paper, an action planis suggested to improve the corporate governance practices for thecorporate units working in India.

CORPORATE GOVERNENCE PRACTICES IN INDIA

Corporate world is witnessing a disappearance of trade barriers,shrinking margins, and demanding customers and cutthroat competition.More importantly cases of corporate failure are manipulationmalpractice and creative accounting practices. Businessmen alwaystalk more about investment planning, tax management and about profitcentric operations. Last decade has witnessed many corporate unitsfail to meet their long-term commitment. But in long run a corporatetree needs to be strong, healthy and spreading. Its fruit must beshared among all parties in its progress, i.e. shareholders, lenders,employees, government and last but not the least society. One mantrawhich emerges undisputed above all is that corporate have to accept,in order to maintain their growth rate, is to focus more on theircorporate governance, whether it may be a corporate unit or society.Good governance level can improve public faith and confidence in theorganization. Indian society has all that true corporate governancefrom the period of lord Krishna and Ram, which makes us clear abouttransparency and accountability, the foundation of the concept ofcorporate governance.During 1990s, financial scams have rocked the U.K. and billions ofpounds were lost which forced the U.K., U.S. and Europe corporateword to look into corporate governance. In India, Mr. Harshad Mehta'stime `Creative Accounting' practices was found in corporate reportsand forced to form a committee for the corporate governance. The termCorporate Governance has a great deal of importance academically andprofessionally since the decade of the 1980s. Different countries fordifferent reasons have reviewed the governance system. Some importantcorporate governance codes are mentioned below:Country Year Committee.U.S. October-1987 Trade way Commission Report.U.K. December-1992 Cadbury Report.U.S. September-1994 Jenkins Report, commissioned by AICPA.South Africa November-1994 King Report.Canada December-1994 Toronto Stock Exchange ReportAustralia June-1995 AIMA Report, commissioned byAustralian Investment Management Association.U.K. July-1995 Greenbury Report.France July-1995 Vienot Report.Europe September-1996 EASDAQ Rule.Netherlands October-1996 Peter Report.U.K. December-1997 Hampel Report.Belgium 1997 Set up its governance comU.S. 1999 Blue Ribbon Committee.India 1999 Kumar Mangalam Committee, SEBI.Table 1CORPORATE GOVERNANCE

The system of relations between the shareholders, board of directorsand management of a company as defined by the corporate charter, by-laws, formal policy and rule of law is considered as corporategovernance. According to OECD, "Corporate Governance is the system bywhich business corporations are directed and controlled. Thecorporate governance structure specifies the distribution of rightsand responsibilities among different participants in the corporation,such as, the board, managers, shareholders and other stakeholders andspells out the rules and procedures for making decisions on corporateaffairs.By doing this, it also provides the structure through which thecompany objectives are set, and the means of attaining thoseobjectives and monitoring performance."(1) The Cadbury Report (Para2.5) defines it as the system by which companies are directed andcontrolled. The focus was largely on accountability.(2) The KumarMangalam Committee acknowledges that the fundamental objectives ofCorporate Governance is, "the enhancement of the long-termshareholder value while at the same time protecting the interests ofother stakeholders." (3) The Hempel Committee in the UK shows theimportance of corporate Governance from the angle of its contributionto business prosperity and accountability. It commented: "BusinessProsperity cannot be commanded. People, teamwork, leadership,enterprise, experience and skills are what really produceprosperity". It is dangerous to encourage the belief that rules andregulations about structure will deliver success. Accountability bycontrast does require appropriate rules and regulations, in whichdisclosure is the most important element. Corporate governance is oneof the critical issues in business today.For companies, good governance means securing access to broader-based, cheaper capital. For investors, a commitment to goodgovernance means enhanced shareholder value. For both, goodgovernance equals good business."(4)The main objective behind the corporate governance is to protect long-term shareholders value along with the other stakeholders. It is thefoundation to build market confidence and encouraging stable and long-term foreign investment flows. Corporate world must have a soundframe work for their operation to achieve their objectives andcreating wealth for the welfare of the society as a whole. Corporategovernance is a very wide term, which covers a wide range ofactivities that relate to the way your business organization isdirected and governed. It deals with the policies and practices thatdirectly impact on your organization's performance, stewardship andits capacity to be accountable to its various stakeholders. Corporategovernance includes such activities as:

(1) BOARD COMPOSITION:The board of director, which acts as brain of the organization,requires balances between shareholders, directors, auditors and otherstakeholders. Cadbury committee of the UK has recommended nominationcommittee, remuneration committee and audit committee as the threebasic pillars of corporate governance. There should be a propersystem for nomination of independent non-executive director to theboard. Shri Kumar Mangalam Birla committee has recommended a boardwith at least fifty percent independent directors, if the chairman isan executive, and alternatively, a board with at list one-thirdindependent directors if the chairman is non-executive. The board ofdirectors should set up remuneration committee to decide managerialremuneration by establishing pay-performance relationship. SEBIcommittee recommended that, "to avoid conflict of interest, theremuneration committee, which would determine the remunerationpackages of the Executive Director should comprise minimum of threenon-executive directors, the chairman of the committee being anindependent director." The main objective of the committee is to fixfair and competitive remuneration of directors. The third pillar isaudit committee. The Kumar Mangalam Birla committee has recommendedthat the audit committee should have minimum three non-executivedirectors; one director having financial and accounting knowledge andthe chairman of the committee should an independent director.(2) FINANCIAL REPORTING AND DISCLOSURE:Through financial reporting a corporate unit communicates with theoutside as well as inside world. One of the focal points of corporategovernance is the adequacy of disclosures and transparency infinancial reporting. All these are possible by independent auditor,who is the most vital link in the establishment of a system ofaccountability to promote good corporate governance. Effectivefinancial controls, including proper maintenance of accountingrecords are an important element of internal control. A sound audit,internal audit and control system ensures that the business unit hasproper risk management; detection of fraud and the financialinformation provided by corporate unit is reliable. The KumarMangalam Birla committee has talked about the introduction of fouraccounting standards, namely, consolidated reporting by holdingcompanies, segment reporting, disclosure of related partytransactions and tax effect accounting. The role of the accountant isvery important for all the accounting principles proceduresdisclosure and transparency. The depths of accounting information areuseful in the context of accountability. The following points needcareful consideration if disclosures are dissemination of informationto investors is to be mentioned:Directors' report to give strategic perspective, financial andoperating results of the company, auditors to review non-accountingbusiness information given in annual report, earning per share,related party disclosures, segmental reporting, accounting forassets, accounting for investment in associates business units,contingent liabilities and their provisions, differed tax effect,depreciation, capital loss written off, risk factors and materiallysignificant related party transactions and its effect on company'sperformance.In the market economy the focus of corporate governance should beonly on value creation for shareholders. In the long run, the choiceof right strategies and their effective implementation enhances thevalue of the company. The real value created in short run or long runwill brings before outside world only by the auditors.(3) SHARE HOLDER'S RIGHTS:All the stakeholders expect good governance, this expectation hascome to be recognized as a right in the corporate world. To increaseshareholders' confidence with company's activities, there should be aproper framework for all the queries of investor e.g. investorscomplain cell, effective and transparent share transfer system, moreaccurate information to the shareholders etc. The global economy isshareholders' world and the governance standards set by shareholderswill be paramount (5). In India, shareholders are either not awareabout their right or not using their rights. They do not actuallyparticipate in the AGM, and do not take interest in decisionsconcerning fundamental corporate changes like, amendment to thearticles, authorization of additional shares and extraordinarytransactions, which are their fundamental rights. The SEBI committeeshould address all these issues in detail and should compel the boardof directors to ensure these shareholders rights. The board should beresponsible to maintain all the stakeholders' rights. Shareholdersconfidence and organization effectiveness and sustainability are theout comes of good corporate governance.Other items included in corporate governance reports are as follow(6). Strategic and Business Planning, Risk management, PerformanceAssessment reward and benefit distribution, CEO/ Managementsuccession and Appointment, Corporate values and Corporate Culture,Independent input, and Organization structure.

ANALYSIS AND INTERPRETATION OF SURVEY DATA:The researcher has defined 32 different parameters to observe thecorporate governance reporting practices in India. The sample size ofthe survey is 110 corporate units working in India and annual reportsof March-2003 of these companies were the main source of datacollection for the survey. The basic assumption for the survey is;all the corporate units working in India are having same reportingpractices for their corporate governance. The following tablerepresents the corporate governance practices followed by thecorporate units working in India.TABLE – IIParameters No. of companiesSeparate section on corporate governance. 81Corporate governance philosophy 65Board composition 77Category of the directors 76Disclosure of members in other committee 62Cash compensation to directors 67Meetings held 67Attended meetings 76Attended Annual General Meetings 68Materially significant related party transaction 28Audit committee 78Composition of audit committee 56Disclosure requirement 20Audit committee meetings report 30Audit report 31Compensation committee 50Composition of compensation committee 31Attendance 21Compensation Committee report 21Investors grievance committee 65Composition of grievance committee 37Attendance 28Share transfer committee 22Risk management 23Disclosure to share holders 52Appointments & re-appointments of directors 25Communication to share holders 38Share transfer 59Postal bellets 26Auditors certificate on corporate governance. 66Compliance with international corporate governance guidelines 13Segmental reporting 44Note : Sample size - 110 Corporate units working in India.The above survey makes us clear about the corporate governancereporting practices of the Indian corporate world. 74% corporateunits of the sample are showing separate section of their corporategovernance in their annual reports. Only 59% units are showing theirphilosophy of corporate governance. The first pillar of corporategovernance is Board Composition, which is clearly shown by 70% of thesample. 65% units of the study show meetings held and attended by thedirectors. Transparency about the materially significant relatedparty transaction, only 25% units of the sample mention.The second pillar of the corporate governance is audit committee.Composition of such committee is shown by 71% units of the study,required disclosures by the audit committee is made only by 18%units, auditors certificate on corporate governance is attached by60% units of the sample, which is a red signal for the corporategovernance reporting practices in India.The third pillar of corporate governance is compensation committee.Only 28% units of the survey show meetings attended and compositionof this committee. It is respectfully submitted that the risk factorsof the business and the risk management system of the business isdisclosed clearly only by 20% units of the sample. 34% units of thesample form grievance committee.Some other information useful to the investor, e.g. segmentalreporting, i.e. segmental investment, profit, etc. are shown only by40% units of the survey, means majority of the units do not like todisclose their segmental performance. All other required informationto the share holders like, appointment and reappointment of thedirector, share transfer, postal bellets etc. are disclosed by 35%units of the survey.Looking to the above result, the researcher has some suggestion forthe improvement of the corporate governance reporting practices forthe corporate units working in India, which are summarized below asan action plan for corporate governance in India.ACTION PLAN FOR CORPORATE GOVERNANCE REPORTING IN INDIA:The survey encourages the researcher to put an action plant beforethe Indian Corporate world for the good corporategovernance. "Strengthening shareholders rights, reinforcingprotection for employees and creditors and increasing the efficiencyand competitiveness of business are the main aims of an action plan."The following initiatives are the most urgent for the improvement ofcorporate governance:§ Disclosure is fundamental to a sound system of corporategovernance because it enables accountability. Shareholders rightse.g. voting in absentia, participating in AGM via electronic means,cross border voting problems and its solution, proxy voting recordsand reasons for voting against management by the institutionalinvestors.§ Strengthening audit committee and internal control system,auditor should be independent and follow code of ethics,international standards on accounting as well as regional standardsshould be followed, more transparency - disclosures are required inaudit, covering among other things, their relationship with accountsand auditors liabilities should be fixed.§ It is clear from this survey that public companies need to domore to communicate the corporate governance and internal controlchanges they have been making in the wake of corporate scandals andnew regulations. They are doing all the things behind closed doors.Corporate governance activities includes basically three things:those of risk management, assurance and information.(7) InIndia, corporate governance is not providing enough information sofar as risk management in concern, and transparency even about therisk involve in the business time to time, share holders do not haveassurance about their secured investment. Yet there is a lot of riskmanagement activities being carried out at senior level ofmanagement. What is now required is a model of risk management thatcan help with the pursuit of corporate objectives. We are beginningto see a rang of such models, from the Risk Management Standardissued by AIRMC and others, to the sorts of models the link corporateperformance to four key domains of risk management, namely takingmore managed risk, avoiding pitfalls, developing a performanceculture and working in an ethical manner.§ All the corporate units should mention separate section oncorporate governance along with their governance philosophy in theirannual report.§ Materially significant related party transaction should bedisclosed properly.§ Board, audit and remuneration committee should be framedproperly and there should be a clear guideline about the importantrole of independent directors and non-executives.§ Remuneration committee should link up pay performance of thedirectors, and makes clear the guideline for the same. Reporting forthe same should be transparent e.g. basic salary, incentives bothlong &short term and all other payments and benefits.§ The role of independent (non-executive directors) in all thecommittee should be defined.Let us hope that professional institutional framework and willingnessof educated investor along with positive market perceptions of wellenforce good governance in the corporate world and will create moreethical value among the businessmen.References:(1) The Organization for Economic Co-operation and Development –Principles of Corporate Governance, Questions & Answers. www.oecd.in(2) The Global Experience Governing Corporate by Syamal Ghosh,pg. 25,The Chartered Accountant, August-2000(3) Accounting Standards and Corporate Accounting Practices,by T.P. Ghosh.(4) Governance Publishing and information services ltd.www.governance.co.uk(5) Accounting Implications of Corporate Governance, the growingclout of accounting standards, by S.Sundaraman, the CharteredAccountant, Oct.-2001(6) Corporate Governance in practice, by Peter Kaya, Consultgroup, June-2001, Australia.(7) Governance Publishing and information services ltd.www.governance.co.ukBibliography:The Newsletter of the International corporate governance network.International governance corporate.Journal of the institute of company secretary.Lecture of N.Vittal on the corporate governance.Future Challenges and Corporate Governance In India in the 21stCenturyH. Indurkar*National Institute of Pharmaceutical Education and Research,Department of Pharmaceutical Management, Sector – 67, S.A.S. Nagar (Mohali) – 160062Phone No. +91 (172) – 214682 – 87, Fax No. +91 (172) 214692Email: hindurkar@niper.ac.inAbstractThe primary goal of a corporation is to maximise shareholder-value ina legal and ethical manner. The Corporate governance has succeeded inattracting a good deal of public interest because of its apparentimportance for the economic health of corporations and society ingeneral. However, the concept of corporate governance is poorlydefined because it potentially covers a large number of distincteconomic phenomenon. As a result different people have come up withdifferent definitions that basically reflect their special interestin the field.What is India's stand on this issue? Torn between its traditionalSarve Janah Sukhino Bhavantu culture and its competitive free-marketdynamism, which is modelled on the lines of the US, the country'sposition is understandably ambivalent. Thus, the Confederation ofIndian Industry's 1998 Code of Desirable Corporate Governancepromptly limits claimants in the first instance to shareholders andvarious types of creditors. Likewise, the Securities & Exchange boardof India's Kumarmangalam Birla Committee on Corporate Governance, atits first meeting on June 4, 1999, agreed that the basic objective ofcorporate governace should be " the enhancement of long-termshareholder value while at the same time protecting the interests ofthe other stakeholders." Today, in the 21st century there are severalissues relevant to corporate governance like company law reforms,director's compensation, self-regulation and the role of auditcommittees. However, several business imperatives will drive the movetowards high levels of Corporate Governance in the 21st Century inIndia.Keywords: 21sr Century, GovernanceThe primary goal of a corporation is to maximise shareholder-value ina legal and ethical manner. The Corporate governance has succeeded inattracting a good deal of public interest because of its apparentimportance for the economic health of corporations and society ingeneral. However, the concept of corporate governance is poorlydefined because it potentially covers a large number of distincteconomic phenomenon. As a result different people have come up withdifferent definitions that basically reflect their special interestin the field. Such as :" Corporate Governance is field in economics that investigates how tosecure/motivate efficient management of corporations by the use ofincentive mechanisms, such as contracts, organizational designs andlegislation. This is often limited to the question of improvingfinancial performance, for example, how th corporate owners cansecure/motivate that the corporate managers will deliver acompetitive rate of return". (Mathiesen,2002)." Corporate Governance is the system by which business corporationsare directed and controlled. The corporate governance structurespecifies the distribution of rights and responsibilities amongdifferent participants in the corporation, such as, the board,managers, shareholders, and spells out the rules and procedures formaking decisions on corporate affairs. By doing this, it alsoprovides the structure through which the company objectives are set,and the means of attaining those objectives and monitoringperformance". (OECD April, 1999)Before discussing on how companies are likely to govern themselves inthis millennium, let us have a look at the historical evolution ofthe concept of corporate governance and how the basic definitionswill change in the 21st century. The firm can be viewed in many ways.According to Anglo-Saxon capitalist world, the answer would,unequivocally, confirm that the company belong to its owners, theequity shareholders. That however is not the final word on thesubject. In several other countries like Japan and Germany, numerousother stakeholder groups would also figure in response. In 1932,Berle and Means looked at it in terms of ownership and control; in1937, Coase defined it in terms of transaction costs; and Almchianand Bemetz viewed it from the perspective of the agency costs theoryin 1972. It was only between 1979 and 1986 that the firm was firsttreated as a structure for governance . In 1992, Allen advocated theconcept of the corporation as a social compact with a public purpose.And in 1995, Margaret Blair viewed the organization as a set ofinstitutional arrangements for governing and managing specialisedinvestments made by the respective stakeholders.What is India's stand on this issue? Torn between its traditionalSarve Janah Sukhino Bhavantu culture and its competitive free-marketdynamism, which is modelled on the lines of the US, the country'sposition is understandably ambivalent. Thus, the Confederation ofIndian Industry's 1998 Code of Desirable Corporate Governancepromptly limits claimants in the first instance to shareholders andvarious types of creditors. Likewise, the Securities & Exchange boardof India's Kumarmangalam Birla Committee on Corporate Governance, atits first meeting on June 4, 1999, agreed that the basic objective ofcorporate governace should be " the enhancement of long-termshareholder value while at the same time protecting the interests ofthe other stakeholders."Today, in the 21st century there are several issues relevant tocorporate governance like company law reforms, director'scompensation, self-regulation and the role of audit committees.However, several business imperatives will drive the move towardshigh levels of Corporate Governance in the 21st Century in India.Effective corporate governance requires a clear understanding of therespective roles of the board and of senior management and theirrelationships with others in the corporate structure. Therelationships of the board and management with stockholders should becharacterized by candor; their relationships with employees should becharacterized by fairness; their relationships with the communitiesin which they operate should be characterized by good citizenship andtheir relationships with government should be characterized by acommitment to compliance.The Business Roundtable supports the following guiding principles :1. The paramount duty of the board of directors of a publiccorporation is to select a chief executive officer and to observe theCEO and the other senior management in the competent and ethicaloperation of the corporation on a day-to-day basis.2. It is the responsibility of management to operate thecorporation in an effective and ethical manner in order to producevalue for stockholders. Senior management is expected to know how thecorporation earns its income and what risks the company isundertaking in the course of carrying out its business.3. It is the responsibility of management, under the oversightof the board and its audit committee, to produce financial statementsthat fairly present the financial condition and results of operationsof the company, and to make the timely disclosures investors need topermit them to assess the financial and business soundness and risksof the corporation.4. It is the responsibility of the board and its audit committeeto engage an independent accounting firm to audit the financialstatements prepared by management and to issue an opinion on thosestatements based on Generally Accepted Accounting Principles. Theboard, its audit committee, and management must be vigilant to ensurethat no actions are taken by the corporation or its employees thatcompromise the independent of the outside auditor.5. It is the responsibility of the independent accounting firmto ensure that it is in fact independent, is without conflicts ofinterest, employs highly competent staff, and carries out its work inaccordance with Generally Accepted Accounting Standards. It is alsothe responsibility of the independent accounting firm to inform theboard, through the audit committee, of any concerns the auditor mayhave about the appropriateness or quality of significance accountingtreatments, business transactions that affect the fair presentationof the corporation's financial condition and results of operations,and weaknesses in internal control systems. The auditor should do soin a forthright manner and on a timely basis, whether or notmanagement has also communicated with the board or the auditcommittee on these matters.6. The corporation has a responsibility to deal with itsemployees in a fair and equitable manner.There are four key assumptions that hold true for all well-managedcorporations across the world.1. The ability of a corporation to sell its products andservices and earn a market rate of return on capital is a goodindicator of its efficiency and effectiveness in the marketplace.2. The sole interest of the owners, the body that comprisesevery shareholder of the company lies in optimising the return ontheir investments.3. If the company's performance, or lack of it, can be traced toan under performing management, the preferred alternative requiresowners to make way for alternate management and ownership.4. The corporation is a joint stock company.Companies that wish to adhere to the highest principles of corporategovernance should threat these four as axioms not mere assumptions.In essence, corporate governance is all about conducting the affairsof the company in such a way to ensure fairness to customers,employees, investors, vendors, the government, and society at a large.The Indian corporate sector was for long time dominated by family-owned businesses as against professionally managed corporations.Also, licenceraj resulted in high governmental interference in theday-to-day affairs of most companies. These factors did not encourageadherence to strong corporate governance norms. However, severalbusiness imperatives will drive the move towards high levels ofcorporate governance in the 21st Century.The Central problem in corporate governance in India today issociological. Mr. Rahul Bajaj epitomized the problem. He said at aseminar on corporate governance in Mumbai in November, 1996 that :"All of us know what boards and managements should do, but are doingwhat we should not do. We have done things that are questionable –legal but questionable. Why should we need a committee to tell uswhat to do?"Paradoxically, Mr. Bajaj was the chairman of the task force of theConfederation of Indian Industry (CII) entrusted the task ofpreparing a code of corporate governance. The corporate governanceproblem in India crystallizes into the following questions :· Why do business leaders do things they know should not bedone?· What are the pressures or fears that force them to do so?· How can they be helped to be more integral to their ownbeings?· How can the board of directors play a more useful role?Sir Adrian Cadbury advised Indian business leaders not to importsystems of corporate governance but to adapt internationallyrecognized principles to suit the country's requirements becausegovernance systems are not exportable. (Murthy, 1998)"Over the past years of restrictive legislation and penal rates oftaxation, a culture of avoidance, even evasion, has entered manycompanies, and become deep-seated enough to affect all levels inthese corporations. Cornering of industrial licenses, using importlicenses to make a quick profit in the market, illegally holdingmoney abroad to meet business expenses and investments for whichgovernment would not allow enough funds, trying to gain specialadvantages for the business by bribery of concerned officials,generating unaccounted money in the business so as to compensate forpenal levels of taxation, other `business' expenses and politicaldonations were just some of the practices that became common in manybusinesses.The extraordinarily high income tax levels of the 1960s led manycompanies to devise tax free elements in compensation packages fortheir senior and middle level employees. These elements which weresmall at the outset, grew in value over the years, and skating at theoutset on the margin of the law, many times cross the lines oflegality. Overseas holidays for families disguised as business trips,expensive housing treated as being for office use and hence escapingtax, cars for personal use but shown as being used for work,furniture and furnishings, clothing, food and most household expensesbeing met by the company employees, became relatively commonpractices. The economy lost tax revenues and the organizationsfostered an acceptance of ignoring and violating of laws that wereregarded as unacceptable by the company". (Rao, 1998)The owners have to bring about an attitudinal change in themselvesand identify with the aspirations of each stakeholder. One way inwhich organizations can improve their standards of corporategovernance in the future is by focusing on how they choose externaldirectors who is to be selected mainly on the basis of theirexperience and expertise.The corporate governance in 21st Century also emphasises role ofshareholders and financial institutions. Shareholders should beinvolved in all major decisions and financial institutions shouldappoint functional experts to represent them on the boards ofcompanies in which they have substantial holdings. The importance ofcorporate governance will be a function of the constituents involvedin developing a uniform code. This could be the government or marketinstitutions.References :1. Confederation of Indian Industry : Desirable corporategovernance: a code.2. Gupta L.C. (1997), Corporate boards and nominee directors:Making the boards work, Oxford University Press.3. Murthy K.R.S. (1998) Corporate governance : A SociologicalPerspective, Journal of Management, Vol. 27, 1998.4. Rao, S.L. (1998), Corporate governance and ethics: Theissues .5. Varma J.R. (1997), corporate governance in India:Disciplining the dominant shareholder, Management Review, October-December, 5-18.6. Baxi C.V. (2000), Towards Self Regulation , Business Today ,January 7, 2000.7. Narayanmurthy N.R., Corporate Citizen8. The Business Roundtable, May, 20009. www.encycogov.com10. www.corpgov.net