Corporate governance is the system by which companies are directed and controlled by their boards of directors, shareholders, regulators and other stakeholders. It aims to ensure transparency, accountability, fairness and integrity in the business operations and practices of companies. Corporate governance is essential for enhancing the trust and confidence of investors, customers, employees and society at large.
In India, corporate governance has been gaining momentum due to various factors such as globalisation, liberalisation, privatisation, technological advancements, increased competition and consumer awareness. However, there have been also several instances of corporate governance failures that have resulted in huge losses for investors, creditors, employees and the public exchequer. Some of the prominent examples are Satyam Computer Services, Kingfisher Airlines, IL&FS, Yes Bank, DHFL and PMC Bank. These cases have exposed the loopholes and weaknesses in the legal framework and regulatory mechanisms for corporate governance in India.
The legal framework for corporate governance in India consists of various laws, rules, regulations and guidelines issued by different authorities such as the Ministry of Corporate Affairs (MCA), the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), the National Company Law Tribunal (NCLT), the National Company Law Appellate Tribunal (NCLAT), the Competition Commission of India (CCI), the stock exchanges and the professional bodies such as the Institute of Chartered Accountants of India (ICAI), the Institute of Company Secretaries of India (ICSI) and the Institute of Cost Accountants of India (ICAI). The main legislation governing corporate governance is the Companies Act, 2013 which replaced the old Companies Act, 1956. The Companies Act, 2013 provides a comprehensive structure for corporate governance by enhancing disclosures, reporting and transparency through various provisions such as appointment and qualification of directors, independent directors, audit committee, nomination and remuneration committee, stakeholder relationship committee, corporate social responsibility committee, auditor rotation, whistleblower mechanism, related party transactions, risk management policy, internal financial controls etc.
Another important regulation for corporate governance is Clause 49 of the Listing Agreement which is applicable to all listed companies in India. Clause 49 was introduced by SEBI in 2000 based on the recommendations of the Kumar Mangalam Birla Committee on Corporate Governance. It was revised in 2004 based on the recommendations of the Narayana Murthy Committee on Corporate Governance. It was further amended in 2014 to align it with the provisions of the Companies Act, 2013. Clause 49 covers various aspects of corporate governance such as board composition and functioning, board committees, code of conduct, disclosure and transparency requirements etc.
Apart from these statutory regulations, there are also various voluntary codes and guidelines on corporate governance issued by non-regulatory bodies such as industry associations, chambers of commerce and civil society organisations. For example, the Confederation of Indian Industries (CII) issued a Desirable Corporate Governance Code in 1998 which introduced the concept of independent directors for listed companies. The CII also issued a National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business in 2011 which provides a framework for responsible business conduct. The National Foundation for Corporate Governance (NFCG) is a not-for-profit trust established by MCA in 2003 to promote good corporate governance practices among Indian companies.
The NFCG organises various programmes and activities such as research studies, publications, workshops, seminars etc. to create awareness and disseminate knowledge on corporate governance. Despite having a robust legal framework and various initiatives for corporate governance in India, there are still many challenges and issues that need to be addressed. Some of these are:
To overcome these challenges and improve corporate governance practices in India, there is a need for concerted efforts by all stakeholders such as government authorities, regulators, judiciary, professional bodies, industry associations, civil society organisations etc. There is also a need for legal aid and assistance to those who are affected by corporate