Good Corporate Governance (CG) is a reflection of quality management with the highest
caliber, understanding the role that high CG standards play in maintaining checks
and balances within the organization, increasing transparency and preventing corporate
abuse and mismanagement. Moreover, CG describes the structure of rights and
responsibilities among the parties that have a stake in the firm. The 2013 Act also
intends to improve CG by requiring disclosure of nature of concern or interest of every
director, manager, any other key managerial personnel and relatives of such a director,
manager or any other key managerial personnel and reduction in threshold of disclosure
from 20% to 2%. The term ‘key managerial personnel’ has now been defined in the
2013 Act and means the chief executive officer, managing director, manager, company
secretary, whole-time director, chief financial officer and any such other officer as may be prescribed.1 The MCA released the CG voluntary guidelines in 2009, which permitted
three tenures for an independent director, while as per the Clause 49 of the equity
listing agreement, an independent director cannot serve for more than nine consecutive
years.
The establishment of SEBI,2 a regulatory body, has played a significant role in
establishing the norms for CG in India. There are five more major financial regulatory
bodies in India. Among these, three are Statutory Bodies created through Parliamentary
enactments and two are part of the Ministries of the Government of India.
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