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Corporate Governance in India
By Sunita Upendra Sharma

First Published : 2009
ISBN : 9788177081961
Pages : 262
Binding : Hardbound
Size : 5 x 9
Price : US$ 42

This book gives an insight into corporate governance practices in India. It expounds semantics of governance and tenets of corporate governance. It demonstrates corporate governance objectives, strategies, policies, ethics and disclosure practices in India. It also traces evolution of corporate governance in India. Aspects of corporate governance examined in the book include, inter alia, shareholding patterns, CEO duality, CEO pay and performance, role of nominee directors, multiple directorship, board committee membership, performance appraisal of board members, remuneration of directors and CEO succession planning. A distinguished feature of the book is the comprehensive analysis of corporate governance practices sector-wise, on the basis of director typology and relationship between various attributes of corporate governance and the financial performance of the companies.

1. Corporate Governance: An Introduction
Dimensions of Corporate Governance
Ownership Structure
Corporate Governance Structure
CEO Duality
Nominee Directors and Their Effectiveness
Multiple Directorships
Nomination of Board Members
Board Committees
CEO Succession
Performance Evaluation of the Board
Remuneration of Directors
CEO Pay and Performance
Corporate Governance vs. Performance
Operating Performance (Board Meetings)
Disclosure on Corporate Governance
Committee Reports on Corporate Governance
2. Corporate Governance: Conceptual Perspective
On the Semantics: Governance, Administration and Management
Corporate Governance: Concept and Importance
Corporate Governance Models
Corporate Governance in India
Corporate Governance in Private Sector
Corporate Governance in Public Sector Units
Corporate Governance in Public Sector Banks (PSBs)
Corporate Governance in Joint Sector
Legal Framework for Corporate Governance
Tenets of Corporate Governance
Corporate Governance Objectives
Strategy for Corporate Governance
Investment Policy
Ethical Issues in Corporate Governance
Disclosure on Corporate Governance
3. Structure of Corporate Governance
Evolution of Board Governance System
Governance Structure and Board Composition
Board Size
Types of Directorship
Insider vs. Outsider
Executive vs. Non-Executive & Independent
Director Typology
Whole-time Director
Promoter Director
Director of the Holding/Subsidiary Company
Directors at PSUs and PSBs
Director Typology in India
Director Demographics and Cognitive
Age Profile of Directors
Female Directors on Board
Educational Qualifications of Directors
Area of Expertise
Business Relationship
Board Committees
History of Board Committees
Structure of Board Committees
Size of Board Committees
Chairman of Board Committee
4. Issues in Corporate Governance
Shareholding Pattern and Control
Overall Shareholding Pattern
Shareholding Pattern and Performance
Shareholding Pattern and Board Structure
Independent Director
Qualities of an Independent Director
CEO Duality
CEO Pay and Performance
Promoter vs. Non-promoter CEO
Length of Service of CEO on the Same Board
Role of Nominee Directors
Multiple Directorships and Board Committee
Number of Directorship in Other Companies
Total Board Committee Chairmanships Held Across
All Companies
Total Number of Board Committee Memberships
Held Across All Companies
Total Board Committee Memberships Including
Board Committee Chairmanships Held Across
All Companies
5. HR Aspects of Corporate Governance
Nomination and Appointment of Director
Procedure for Inviting NED/ IND
Nomination and Selection of New Directors
Factors Considered for the Nomination
Retirement and Reappointment of Director
Orientation of New Board Members
Grooming executives for Future Board Members
CEO Succession
CEO Succession Planning in India
Private Sector
Public and Joint Sector
Performance Appraisal System
Performance Appraisal of the Board
Performance Evaluation of NEDs
Remuneration of Directors
Level of Director Pay
Stock Options
6. Corporate Governance Process
Before the Board Meeting
Fixation of Agenda Items
Venue of the Board Meeting
Frequency of Board Meeting
Deciding Board Meeting Process
During the Board Meeting
Length of Board Meeting
Issues Getting Priority in the Board Meetings
Opinion Sought from Outside Consultants
Decision Making Process in the Board Meeting
After the Board Meeting
Maintenance of Register for Minutes of Meeting
Ratification of Minutes by Board Member
Action Taken Report at the Board Meeting
Rejection of Resolution Taken in Board
Meeting by AGM
Attendance Record of Directors
Attendance at Board Meeting
Attendance at Board Committee Meeting
Attendance Record of Board Committee
Frequency and Quorum of Board Committee
Exceptional Matters Raised by Board Committees
Remuneration Committee
Shareholders Grievance Committees
Nomination Committees
Share Transfer Committee
Other Board Committees
7. Corporate Governance: Compliance and Audit
Clause 49 of the Listing Agreement
Level of Compliance with Clause 49
Board of Directors
Audit Committee
Remuneration of Directors
Board Procedure
Board Committees Information
General Shareholder Information
Exemplary Corporate Governance Practices
Financial Statement
Exceptional Practices
Corporate Social Responsibility Statement
Corporate Governance Audit
Beyond Clause 49 of the Listing Agreement
Audit, Auditor and Audit Committee
HR Aspects of Board Members
Procedural Changes
8. Summary of Findings
Tenets of Corporate Governance in India
Corporate Board structure in India
Board Size
Board Composition
Chairman of the Board
Board of Directors: Demographics and Cognitive
Age Profile
Length of Service on the Same Board
Female Directors on the Board
Educational and Professional Qualification
Familial and Business Relationship
CEO: The Leader of the Company
CEO Duality
CEO Pay and Performance
CEO Succession
Board Committees in India
Audit Committee
Shareholders’ Grievance Committee
Remuneration/Compensation and Nomination/
Recruitment Committee
Shareholding Pattern and Control
Nominee Directors
Multiple Directorships and Board Committee
HR Aspects of Board of Directors
Nominations and Appointment of Directors
Grooming Executives for Future Board Members
Performance Appraisal System
Remuneration of Directors
Board Meeting Processes in India
Attendance Record of Directors
Compliance of Cl. 49 of the Listing Agreement





Dr. Sunita Upendra Sharma is a Senior Lecturer in Management, Faculty of Management Studies, the M.S. University of Baroda, Vadodara. She has more than 13 years experience in teaching Business Law and Human Resource Management at M.B.A. programme. She has presented several papers on corporate governance and HRM at National and International Seminars/Conferences. She has vast experience in personnel management and as an advocate. She provides consultancy and lectures on corporate governance and business law.

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