PROJECT

REPORT ON
CORPORATE
GOVERNANCE

By: Dhruvi Kothari

Registration Number:
416982492503/2016

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 CONTENTS

SR.NO PARTICULARS PAGE NO

I. Introduction 3

II. Why Corporate Governance 4

III. History of Corporate Governance in India 6

IV. The Current Status of Corporate Governance in India 7

V. Legal Framework of Corporate Governance 8

VI. Challenges of Corporate Governance 13

VII. Role of Company Secretary in Promoting the 14

Corporate Governance

VIII. Instances of Companies following Corporate 14

Governance

IX. Future Prospects of Corporate Governance 17

X. Institutions established for Visioning Corporate 20

Governance Worldwide

XI. Conclusion 21

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 CORPORATE GOVERNANCE

I. INTRODUCTION
Corporate governance is a concept, rather than an individual instrument.
It includes debate on the appropriate management and control structures
of a company. It is a process that aims to allocate corporate resources in
a manner that maximizes value for all stakeholders – shareholders,
investors, employees, customers, suppliers, environment and the
community at large and holds those at the helms to account by
evaluating their decisions on transparency, inclusivity, equity and
responsibility. It includes the rules relating to the power relations
between owners, the Board of directors, management and the
stakeholders such as employees, suppliers, customers as well as the
public at large.

In the recent years, the regulators and legislators have intensified their
focus on how businesses are being run. They are endeavoring to create
 a template for new corporate governance and disclosure measures,
which is beneficial for both the stakeholders and controllers.
Good governance practices stem from the culture and mindset of an
organization. As stakeholders across the globe evince keen interest in
the practices and performance of companies, Corporate Governance has
engaged on the centre stage. Corporate Governance is based on the
principles of integrity, fairness, equity, transparency, accountability and
commitment to values.

II. WHY CORPORATE GOVERNANCE

Corporations around the world are increasingly recognizing that

sustained growth of their organization requires cooperation of all
stakeholders, which requires adherence to the best corporate
governance practices. In this regard, the management needs to act as
trustees of the shareholders at large and prevent asymmetry of benefits
between various sections of shareholders, especially between the
owner-managers and the rest of the shareholders.
Investors primarily consider two variables before making investment
decisions--the rate of return on invested capital and the risk associated
with the investment. In recent years, the "attractiveness of developing
nations" as a destination for foreign capital has increased, partly
because of the high likelihood of obtaining robust returns and partly
because of the decreasing "attractiveness of developed nations."

The lure of achieving a high rate of return, however, does not, by itself,
guarantee foreign investment; the attendant risk weighs equally in an
investor's decision-making calculus. Good corporate-governance
practices reduce this risk by ensuring transparency, accountability, and
enforceability in the marketplace.

While strong corporate-governance systems help ensure a country's

long-term success, weak systems often lead to serious problems. For
example, weak institutions caused, at least in part, the debilitating 1997
East Asian economic crisis. The crisis was characterized by plummeting
stock and real-estate prices, as well as a severe erosion of investor
confidence. The total indebtedness of the countries affected by the crisis
exceeded one-hundred billion dollars. While the presence of a good
corporate-governance framework ensures neither stability nor success,
it is widely believed that corporate governance can "raise efficiency and
growth," especially for countries that rely heavily on stock markets to
raise capital. In fact, some contend that the "Asian financial crisis gave
developing countries ... a lesson on the importance of a sound corporate
governance system."

In an open market, investors choose from a variety of investment

vehicles. The existence of a corporate-governance system is likely a part
of this decision-making process. In such a scenario, firms that are "more
open and transparent," and thus well governed, are more likely to raise
capital successfully because investors will have "the information and
confidence necessary for them to lend funds directly" to such firms.
Moreover, well-governed firms likely will obtain capitalmore cheaply
than firms that have poor corporate-governance practices because
investors will require a smaller "risk premium" for investing inwell-
governed firms.

Also, sound corporate-governance practices enable management to

allocate resources more efficiently, which increases the likelihood that
investors will obtain a higher rate of return on their investment. Finally,
leading indices show that developing countries that have good
governance structures consistently outperform developing countries
with poor corporate-governance structures. Thus, in an efficient capital

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 market, investors will invest in firms with better corporate-governance
frameworks because of the lower risks and the likelihood of higher
returns. At a macro level, if firms in developing countries attract
investment, they will stimulate growth in the local economy. If they
"cannot attract equity capital, they are doomed to remain on a small,
inefficient scale," and they will be unable to stimulate growth in their
host country.

Good corporate governance benefits developing countries in a number

of ways. According to at least one scholar, good corporate-governance
practices can decrease the "likelihood of a domestic financial crisis" and
the severity if such a crisis does occur. Additionally, scholars have
found strong "evidence linking corporate governance to corporate
efficiency" and have shown that "corporate governance creates more
efficient corporate management." Finally, research shows that well-
governed firms are valued significantly higher than firms with
imperfect corporate-governance practices. It has been estimated that, by
the end of this century, "funds seeking trustworthy, productive
companies in today's developing countries are likely to top $500,000
billion." The policy challenge that exists for governments in developing
countries is to provide a hospitable environment for such funds; a sound
corporate-governance framework can play a decisive role in creating
this hospitable environment.

III. HISTORY OF CORPORATE GOVERNANCE IN INDIA

In India, corporate governance initiatives have been undertaken by the

Ministry of Corporate Affairs (MCA) and the Securities and Exchange
 Board of India (SEBI). The first formal regulatory framework for listed
companies specifically for corporate governance was established by the
SEBI in February 2000, following the recommendations of
Kumarmangalam Birla Committee Report. It was enshrined as Clause 49
of the Listing Agreement. Further, SEBI is maintaining the standards of
corporate governance through other laws like the Securities Contracts
(Regulation) Act, 1956; Securities and Exchange Board of India Act, 1992;
and Depositories Act, 1996.

The Ministry of Corporate Affairs had appointed a Naresh Chandra

Committee on Corporate Audit and Governance in 2002 in order to
examine various corporate governance issues. It made recommendations in
two key aspects of corporate governance: financial and non-financial
disclosures: and independent auditing and Board oversight of management.
It is making all efforts to bring transparency in the structure of corporate
governance through the enactment of Companies Act and its amendments.

IV. THE CURRENT STATUS OF CORPORATE GOVERNANCE IN

INDIA

Corporate Governance in India is a set on internal controls, policy and

procedures which form the framework of a company’s operations and its
dealings with various stakeholders such as customers, management,
employees, government and industry bodies. The framework of such
policies should be such as to uphold the principles of transparency,
integrity, ethics and honesty. Corporate Governance is the soul of an
organization and must be adhered to while indulging in any business
practices.

However, corporate governance in India does not compare unfavorably

with major emerging economies: Brazil, China and Russia. India ranks
high on the ease of getting credit, and has a well-functioning banking sector
with one of the lowest proportions of nonperforming assets. The two main
Stock Exchanges have among the highest number of trades in the world,
and the relatively young Securities and Exchanges Board of India has a
rigorous regulatory regime to ensure fairness, transparency and good
practice. Most importantly, the corporate governance landscape in the
country has been changing fast over the past decade, particularly with the
enactment of Sarbanes-Oxley type measures and legal changes to improve
the enforceability of creditor’s rights. If this trend is maintained, India

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 should have the quality of corporate governance necessary to sustain its
impressive current growth rates.

V. LEGAL FRAMEWORK OF CORPORATE GOVERNANCE:

1) THE COMPANIES ACT, 2013

The new Company Laws contains many provisions related to good

corporate governance like Composition of Board of Directors,
Admitting Woman Director, Admitting Independent Director, Directors
Training and Evaluation, Constitution of Audit Committee, Internal
Audit, Risk Management Committee, Subsidiaries Companies
Management, Compliance center etc. All such provisions of new
Company Law are instrumental in providing a good Corporate
Governance structure.

Few provisions are:-

1. Section 134, which mandates to attach a report to every financial

statement by Board of Directors containing all the details of the matter
including the statement containing director’s responsibility.
2. Section 149, which requires the company to have an optimum
combination of Board of Directors, to have woman director and
Independent Directors for the specified classes of Companies.
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3. Section 173 & 174, which requires the Board to meet at least four times
in a year either in person or through video conferencing or other audio
visual means. The Act has also specified the quorum that shall be
present during the meeting.
4. Section 177, 178 & 135, which requires Board of Directors of every
listed company or any other class of companies to constitute an Audit
Committee, Stakeholder Relationship Committee, Nomination &
Remuneration Committee and Corporate Social Responsibility
Committee. It also provides the manner to constitute the committee.
5. Section 184, which mandates the Director to disclose his interest in any
company or companies, body corporate, firms, or other association of
Individuals. The director is required to disclose any such interest at the
first meeting of the board and if there is any change in the interest then
the first meeting held after such change.
6. Other Provisions:
a) Internal Audit and Secretarial Audit
b) Risk Management Committee
c) Declaration and payment of dividend
d) Appointment of Key Managerial Personnel
e) Loan to or by Company or its Directors
f) Related Party Transactions
2) SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)
REGULATIONS
SEBI is a regulatory authority established on April 12, 1992. SEBI was
established with the main purpose of curbing the malpractices and
protecting the interest of its investors. Its main objective is to regulate the
activities of Stock Exchange and at the same time ensuring the healthy
development in the financial market. In order to ensure good corporate
governance SEBI came up with detailed Corporate Governance Norms.

1. SEBI (Issue of Capital and Disclosure Requirements) regulation, 2018:

This Regulation contains provisions for public issue wherein the issuer
shall satisfy the conditions mentioned under the regulation; it also contains
provisions regarding restriction on right issue. It also contains provisions
regarding listing of Securities on stock exchange wherein in-principle
approval is to be obtained by the issuer from recognized stock exchange.
Part A of schedule VIII of these regulations talks about disclosure in Red
Herring prospectus, Shelf prospectus, and Prospectus wherein it is the duty
of issuer to ensure that all material information and reports were submitted
prior to the issue. All such rules are instrumental in ensuring good
corporate governance.

2. SEBI (Listing obligations and Disclosure Requirements), 2015

The LODR Regulations were notified with the aim of simplifying the
existing provisions of listing agreements for different segment of capital
markets like convertible and non-convertible debt securities, equity shares
etc. it requires all listed entities to make disclosure and abide by the
provisions of these regulations. Listed entities shall ensure that directors,
KMP or any other person related to the company shall adhere to the
responsibilities assigned to them under this regulation. The intent here is
to ensure that once the shares of a company are listed on a Stock Exchange
they are easily accessible to the normal public. The company secretary who
will be the ‘Compliance Officer’ of the company shall ensure compliances
and should also provide the ‘Compliance certificate’ to Stock Exchanges.
Listed companies shall have a policy for ‘Preservation of Documents’
approved by Board.

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3. SEBI (Prohibition of Insider Trading) Regulations,2015
Insider trading per se is not a violation of Law but what is prohibited is
trading by an insider on the basis of Non-public information. To prevent
such trading SEBI came up with this regulation. Under this, the restriction
is corporate insiders who arrive at trading decisions by using the price
sensitive information directly or indirectly. Under this the disclosure
mandated at two different levels, one is the immediate disclosure of
material facts while the other is regarding disclosure of tra nsactions
undertaken. While the former prevents insider trading, the latter reveals the
insider trading. Under this Insiders may be restricted from dealing in
securities for a specific time period in order to prevent them taking
advantage of any material information before the shareholders or public. A
condition can be imposed upon the insiders to obtain a prior approval
before dealing in securities of a company.

4. Other Regulations:
SEBI came up with many other regulations like Regulation on Fraudulent
and Unfair Trade Practices, Regulations on Substantial Acquisition of
Shares and Takeovers, Issue of Sweat Equity etc. The main aim behind
coming up with such Regulations, rules etc. is to ensure good corporate
governance in a company.

3) ACCOUNTING STANDARDS ISSUED BY THE ICAI (INSTITUTE

OF CHARTERED ACCOUNTANTS OF INDIA)
ICAI is a statutory body established by Chartered Accountants Act, 1949.
It issues accounting standards for disclosure of financial information.
Section 129 of the Companies Act, 2013 states that financial statements of
a company shall comply with the accounting standards notified under
section 133 of the Act. Accounting standards are provided so that good
corporate governance can be ensured in a company. Some accounting
standards issued by ICAI are: Disclosure of Accounting policies followed
in preparation of Financial statement, Determination of values at which the
inventories are carried in a financial statement, cash flow statements for
assessing the ability of an enterprise in generating cash, standard to ensure
that appropriate measurement bases are applied to provisions and
contingent liability, standard prescribing accounting treatment of cost and
revenue associated with construction contracts.

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 4) SECRETARIAL STANDARDS ISSUED BY ICSI (INSTITUTE OF
COMPANY SECRETARIES OF INDIA)
ICSI is an autonomous body constituted by the Company Secretaries Act,
1980. It is a body to regulate and develop the profession of Company
Secretaries in India and have issued secretarial standards as per the
provisions of the Companies Act, 2013.

1. Secretarial standard-1 on Meeting of the Board seeks to prescribe a set

of principles for conducting meetings of Board of Directors. These
principles are equally applicable to the meetings of committees as well. SS-
1 principles are applicable to the Meeting of Board of Directors of all
companies except One Person Company.

2. Secretarial standard-2 prescribes a set of Principles for conducting and

convening general meetings. This standard also deals with the procedure
for conducting e-voting and postal ballot. SS-2 is applicable to all types of
General meetings of all companies except One Person Company
incorporated under the act. The principles in SS-2 are applicable mutatis-
mutandis to meetings of creditors and debenture holders moreover it also
prescribes that any meeting of members or creditors or debenture-holders
of a company under the direction of CLB (Company Law Board), NCLT
(National Company Law Tribunal) or any other authority shall be governed
by the provisions of this standard.

VI. CHALLENGES OF CORPORATE GOVERNANCE

The main problem with corporate governance is that it doesn't stand alone;
it has to work in conjunction with a company's mission and values
statement to give directors and stakeholders a clear guide about how they
should behave. There are several problems that a business might struggle
with as follows:

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Conflicts of interest: A conflict of interest occurs when a controlling
member of the company has other financial interests that could influence
his decision-making or conflict with the objectives of the company.
Conflicts of interest erode the trust of stakeholders and the public and
potentially open the business up to litigation.

Governance standards: A Board can have all the equitable rules and
policies it likes but if it can't propagate those standards throughout the
business, what chance does the company have? Resistant managers can
subvert good corporate governance at the operational level, leaving the
business exposed to state or federal law violations and reputational damage
with stakeholders.

Diversity: It is a common sense that Board should have an obligation to

ensure the proper mix of skills and perspectives is there in the Boardroom,
but few Board take a hard look at their composition and ask whether it
reflects the age, gender, race and stakeholder composition of the company.
For example, should workers be given a place on the Board? This is the
norm across most of Europe and evidence suggests that worker
participation leads to companies having lower pay inequalities and agreater
regard for their workforce. It's a balancing act, however, as companies may
focus on protecting jobs instead of making tough decisions.

Accountability issues: Under the current model of corporate governance,

the Board is positioned squarely between shareholders and management.
Authority flows from the shareholders at the top and accountability flows
back the other way. In other words, it's shareholders – not stakeholders
generally – who are most protected by corporate governance and
 shareholders – not stakeholders – who get to withhold critical votes unless
certain reforms are implemented.

VII. ROLE OF COMPANY SECRETARY IN PROMOTING THE

CORPORATE GOVERNANCE:

The Company Secretary plays an important role in company administration

and plays a three-fold role as a statutory officer, as a coordinator and as an
administrator. He is liable not only to the company, but also to its
shareholders, creditors, employees, consumers, society and the
Government. As one of the principal officers of the company, he is
responsible for strict compliance with the various provisions of the
Companies Act. He also holds a high administrative position in the
company and it is his duty to ensure that the policies and decisions of the
Board are effectively implemented. As a general administrative officer, the
Company Secretary is responsible for efficient administration of the
company and has to supervise, control and coordinate the functioning of
different departments of the organization.

A Company Secretary has a key role to play in ensuring that board

procedures are both followed and regularly reviewed. The chairman of the
Board look to the company secretary for guidance on what his
responsibilities are under the rules and regulations to which he is subject,
and on how those responsibilities should be discharged. In this way, a
Company Secretary has a vital role in ensuring good Corporate
governance.

VIII.I INSTANCES
OF COMPANIES FOLLOWING CORPORATE
GOVERNANCE:
ONGC: ONGC has been practicing corporate governance principles much
before it became mandatory. It believes that for a company to be successful
it must maintain global standards of corporate conduct towards its
stakeholders. The company believes that it is rewarding to be better
managed and governed and to identify its activities with national interest.
To that end, the company has always focused on good corporate
governance which is the key driver of sustainable corporate growth and
long term value creation.

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 In recognition of excellence in Corporate Governance, the following
awards have been conferred on ONGC:

● 'Golden Peacock Award for Excellence in Corporate Governance -

2002' by the Institute of Directors;

● 'ICSI National Award for Excellence in Corporate Governance' - 2003

by the Institute of Company Secretaries of India; and

● 'Golden Peacock Global Award' for Corporate Governance in Emerging

Economies -2005 by World Council for Corporate Governance, U.K.

● 'Golden Peacock Award for Excellence in Corporate Governance -

2005' by the Institute of Directors;

ITC: ITC constantly endeavors to benchmark its products, services and

processes to global standards. The Company's pursuit of excellence has
earned it national and international honors. ITC is one of the eight Indian
companies to figure in Forbes A-List for 2004, featuring 400 of "the
world's best big companies". Forbes has also named ITC among Asia's'
Fab 50' and the World's Most Reputable Companies.

ITC has several firsts to its credit:

 ● ITC has won the Golden Peacock Awards for 'Corporate Social
Responsibility (Asia)' in 2007, the Award for CSR in Emerging
Economies 2005 and Excellence in Corporate Governance' in the
same year. These Awards have been instituted by the Institute of
Directors, New Delhi, in association with the World Council for
Corporate Governance and Centre for Corporate Governance.

● The Best Corporate Social Responsibility Practice Award 2008

jointly instituted by the Bombay Stock Exchange, Times
Foundation and the NASSCOM Foundation.

● The Institute of Chartered Accountants of India Award for

Excellence in Financial Reporting with its Annual Report and
Accounts, adjudged as a commendable entry under the Category
'Manufacturing and Trading Enterprises'.

● The Business Today Award for the Best Managed Company in

recognition of its outstanding initiatives in the consumer products
segment.
INFOSYS: Infosys has been named as the best company in India in
Corporate Governance in The Asset Magazine's annual Corporate
Governance Index 2008.

The Asset, a financial business magazine for the financial services

industry in Asia, has focused in understanding corporate governance
practices in Asian companies by comparing these with international best
standards.
The magazine's basis for corporate governance standards is The
Combined Code Principles of Good Governance and Code of Best
Practice derived by the magazine's committee on its final report and from
the Cadbury and Green bury Reports. The Code is also based on the White
Paper on Corporate Governance in Asia produced by the Organization for
Economic Cooperation and Development (OECD).

COCA-COLA: Coca-Cola India has been awarded the Social and

Corporate Governance Award for Best Practices in Corporate Social
Responsibility2009.

The award which has been instituted by Bombay Stock Exchange

Limited, Nasscom Foundation and Times Foundation recognizes and
honors organisations for their contribution to society. Coca-Cola India
was declared as one of the four winners of the award in recognition of its
community development and sustainability initiatives in the four pillars
of marketplace, workplace, environment and community.

According to Mr. Atul Singh, President & CEO, INSWABU, "It is an

honor for Coca-Cola India to receive this award for a well rounded effort
in the sphere of corporate governance and social responsibility. This is a
just reward for all the initiatives that has been put into restoring the growth
and image of the Coca-Cola system in India by more than 25,000 system
associates and I congratulate each of one of them for winning this
prestigious award. Recognitions like these will further encourage us to
strengthen our programs towards making a meaningful difference in the
lives of millions of people that we touch daily."
IX. FUTURE PROSPECTS OF CORPORATE GOVERNANCE

The issues of governance, accountability and transparency in the affairs

of the company, as well as about the rights of shareholders and role of
Board of Directors have never been so prominent as it is today. The
corporate governance has come to assume a centre stage in the Board
room discussions.
India has become one of the fastest emerging nations to have aligned itself
with the international trends in Corporate Governance. As a result, Indian
companies have increasingly been able to access to newer and larger
markets around the world; as well as able to acquire more businesses. The
response of the Government and regulators has also been admirably quick
to meet the challenges of corporate delinquency. But, as the global
environment changing continuously, there is a greater need of adopting
and sustaining good corporate governance practices for value creation and
building corporations of the future.
It is true that the 'corporate governance' has no unique structure or design
and is largely considered ambiguous. There is still lack of awareness
about its various issues, like, quality and frequency of financial and
managerial disclosure, compliance with the code of best practice, roles
and responsibilities of Board of Directories, shareholders rights, etc.
There have been many instances of failure and scams in the corporate
sector, like collusion between companies and their accounting firms,
presence of weak or ineffective internal audits, lack of required skills by
managers, lack of proper disclosures, non-compliance with standards, etc.
As a result, both management and auditors have come under greater
scrutiny.
But, with the integration of Indian economy with global markets,
industrialists and corporate in the country are being increasingly asked to
adopt better and transparent corporate practices. The degree to which
corporations observe basic principles of good corporate governance is an
increasingly important factor for taking key investment decisions. If
companies are to reap the full benefits of the global capital market, capture
efficiency gains, benefit by economies of scale and attract long term
capital, adoption of corporate governance standards must be credible,
consistent, coherent and inspiring.

Quality of corporate governance primarily depends on following factors,

namely:- integrity of the management; ability of the Board;adequacy of
the processes; commitment level of individual Board members; quality of
corporate reporting; participation of stakeholders in the management; etc.
Since this is an important element affecting the long-term financial health
of companies, good governance framework also calls for effective legal
and institutional environment, business ethics and awareness of the
environmental and societal interests.

Hence, in the years to come, corporate governance will become more

relevant and a more acceptable practice worldwide. This is easily evident
from the various activities undertaken by many companies in framing and
enforcing codes of conduct and honest business practices; following more
stringent norms for financial and non-financial disclosures, as mandated
by law; accepting higher and appropriate accounting standards; enforcing
tax reforms coupled with deregulation and competition; etc.
However, inapt application of corporate governance requirements can
adversely affect the relationship amongst participants of the governance
system. As owners of equity, institutional investors are increasingly
demanding a decisive role in corporate governance. Individual
shareholders, who usually do not exercise governance rights, are highly
concerned about getting fair treatment from controlling shareholders and
management. Creditors, especially banks, play a key role in governance
systems, and serve as external monitors over corporate performance.
Employees and other stakeholders also play an important role in
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 contributing to the long term success and performance of the corporation.
Thus, it is necessary to apply governance practices in a right manner for
better growth of a company.

X. INSTITUTIONS ESTABLISHED FOR VISIONING CORPORATE

GOVERNANCE WORLDWIDE

1. NATIONAL FOUNDATION FOR CORPORATE

GOVERNANCE

With the goal of promoting better corporate governance practices in

India, the Ministry of Corporate Affairs, Government of India, has
set up National Foundation for Corporate Governance (NFCG) in
partnership with Confederation of Indian Industry (CII), Institute of
Company Secretaries of India (ICSI) and Institute of Chartered
Accountants of India (ICAI).

The vision for setting up this foundation is to make India the best in
Corporate Governance practices.

The aim of this foundation is:

● To foster a culture for promoting good governance, voluntary

compliance and facilitate effective participation of different
stakeholders;
● To create a framework of best practices, structure, processes and
ethics;

To make significant difference to Indian Corporate Sector by raising

the standard of corporate governance in India towards achieving
stability and growth.

2. ASIAN CENTRE FOR CORPORATE GOVERNANCE &

SUSTAINABILITY

Asian Centre for Corporate Governance & Sustainability was

established on March 14, 2001 as a ‘Not for Profit’ independent
institution. Asian Centre has been set up with a vision to become a
‘Think Tank’ and a ‘Catalytic Institution’ to bring about qualitative
improvements in the Corporate Governance & Corporate
Sustainability practices of Asian Companies, optimizing the value
for shareholders & stake holders in a balanced manner. Playing a
strong advocacy role, Asian Centre encourages companies to
generate wealth in a socially responsible manner by protecting the

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 environment and ensuring sustainable development of communities
& Societies.

The founders, notably the members of Global Advisory Board of

Asian Centre, chaired by Mr. Mervyn King, believe that there is a
strong correlation between Corporate Governance & Public
Governance. These are like two faces of the same coin and are so
inextricably intertwined that, it is difficult to think of improving one,
without the other. Value based conduct is as important for Public
leaders as for Corporate leaders.

The Global Advisory Board also believes that Corporate

Sustainability is crucial to the Sustainable Society and cleaner cities.
Thus, Asian Centre attempts to work with Corporate leaders on one
hand and government officials on the other, to contribute towards
‘Better Governance’, ‘Sustainable Societies’ and ‘Cleaner Cities’.

3. GLOBAL CORPORATE GOVERNANCE FORUM

The Global Corporate Governance Forum is an OECD- World bank

initiative. Its mission is helping countries improving the standards of
governance for their corporation, by fostering the spirit of enterprise
and accountability, promoting fairness, transparency and
responsibility.

The GCGF provides a convening venue for the leading players in

governance worldwide. The Forum will also establish a consultative
group which will include the leading groups in civil society
concerned with corporate governance: NGOs, employee
organizations, academics and stakeholders groups. The executive
function of the Forum is carried out by the Secretariat, housed in the
World Bank, which will develop and implement its agenda and work
program. It is planned that one member of the secretariat will be
stationed at OECD.

The GCGF is developing an extensive work programme, based on

dialogue, partnership and delivering practical strategies for
implementation of reforms.

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 XI. CONCLUSION:

It is evident from above that it is essential that good governance practices must be
effectively implemented and enforced preferably by self- regulation and voluntary
adoption of ethical code of business conduct and if necessary through relevant
regulatory laws and rules framed by Government or its agencies such as SEBI,
MCA, RBI etc.
The effective implementation of good governance practices would ensure
investors confidence in the corporate companies which will lead to greater
investment in them ensuring their sustained growth. Thus good corporate
governance would greatly benefit the companies enabling them to thrive and
prosper.

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