This paper looks into the substance of Corporate Governance (CG) practices by top Indian firms beyond the regulatory requirements. The paper analyzes how the Indian companies which are a part of the Bombay Stock Exchange (BSE) Sensex follow the regulatory CG requirements in substance, based on certain selective parameters. It was found that these blue-chip companies still have some way to go in following the norms in substance. Further, this paper suggests how complying with the CG norms can be a strategic advantage.

The corporate and financial scandals of the early 2000s necessitated a new emphasis on corporate and individual ethics. Lots of changes have taken place. New standards of Corporate Governance (CG) and changes in accounting and reporting standards have been set. While many of these changes are necessary, the majority, however, relate to the processes of enforcement and compliance with external laws and regulations. An act like Sarbanes-Oxley definitely helps in strengthening the internal processes (Varma, 2006), but what one needs is the character at the heart of the company which is much more than just codes or compliance. It involves the values of the organizationits ethics, value of people, attitude toward excellence, quality as well as processes, and an understanding of the outcome, which together these can produce. Placing CG at the forefront of the corporate values means strategizing it or putting CG into a strategic perspective. Putting anything into a strategic perspective means that the corporate entity is to look at the issue from a point of view of organizational purpose, either in isolation or in a competitive scenario, keeping the entire stakeholders in mind.

However, the stakeholder perspective should not be confused. `Stakeholder view of ethics' suggests that corporate decision makers consider the interests of all stakeholders including community, employees, shareholders, vendors, etc., while making ethical decisions. Profit is not the only priority for those with a stakeholder- oriented view. However, ethically a corporation has a duty to maximize profit since that is the ultimate measure of performance of a corporate entity. Nevertheless, it makes little sense to spend money for reasons nonsensical and illogical, like saving baby whales, on the pretext of corporate social responsibility, unless that activity directly impacts profitability. "It is simply illogical for a manager to try to consider all stakeholders and balance their desires with profit. At the same time, there is a good ethical reason to invest in charitable work from a bottomline perspective" (Underwood, 2003).

Strategic Corporate Governance, Stakeholder, Bombay Stock Exchange, BSE, Foreign Institutional Investors, FIIs, California Public Employees Retirement System, Indian corporate boards, Corporate strategy, Securities and Exchange Commission, Political environment.