Corporate Governance Principles, Theories and Regulations

Posted on Aug 21, 2026 in Accounting and Finance

Meaning and Definitions

“Governance” from Latin ‘gubernare’ = ‘to steer’ (as in steering a ship).

OECD (1999): “A set of relationships between a company’s board, its shareholders and other stakeholders. It also provides the structure through which the objectives of the company are set, and the means of attaining those objectives, and monitoring performance, are determined.”

Cadbury Committee (1999): “Concerned with holding the balance between economic and social goals and between individual and communal goals… the aim is to align as nearly as possible the interests of individuals, corporations and society.”

Key Features

Ensures adequate system of controls to safeguard assets
Prevents any single individual from having too powerful an influence
Concerned with the relationship between management, board, shareholders, and stakeholders
Encourages transparency and accountability

Shareholders invest risk capital; rights enshrined in law. Stakeholders include employees, suppliers, customers, banks, creditors, government, interest groups; rights not always enshrined in law but in some countries they have representation on decision-making bodies (e.g., supervisory board in Germany/France).

Theories of Corporate Governance

Agency Theory (Blair, 1996): Managers are “agents” of owners (shareholders). Must be monitored; checks and balances needed. Costs of misuse + monitoring = “agency costs.” Rooted in separation of ownership and control.
Transaction Cost Economics (TCE): Firm = governance structure with connected series of contracts among players. Growth requires capital from markets → wider shareholder base.
Stakeholder Theory: Anglo-American model focuses on shareholder value; German model on stakeholder participation. Fiduciary duty extends to employees, customers, suppliers, government, society. Freeman (1984): stakeholder = “any group or individual who can affect or is affected by the achievement of an organization’s purpose.”
Stewardship Theory: Stresses beneficial consequences on shareholder returns of facilitative authority structures; managers as aligned stewards.
Resource Dependence Theory (Tricker, 2009): Board = “lynch pin between a company and the resources it needs to achieve its objectives.”
Managerial/Class Hegemony: Gap between what boards are expected to do vs. what they actually do.
Path Dependence: Corporate structures depend on structures the economy started with (structure-driven and rule-driven).
Others: Institutional Theory (institutional environment), Political Theory (political ideology), Network Governance (multiple boards for different stakeholders → division of power, better risk management).

International Models and Board Structures

Anglo-American / Anglo-Saxon Model (Outsider/Shareholder Model)

Shareholder value maximization. Widely held, dispersed ownership. Single-tier board. Countries: UK, USA, India, Australia, South Africa, Singapore, Commonwealth.

Continental European / German Model (Insider/Stakeholder/Rhineland Model)

Stakeholder value. Banks/FIs hold significant shares and gain control in decision-making. Often two-tiered board. Supervisory board decides compensations, appointments, supervision of management board; reviews major business decisions. Countries: Germany, Austria, Netherlands, Scandinavia, France, Belgium, China, Korea, Thailand, Japan.

Single-Tier System

One board of directors. Small boards (US, UK, Canada: 10-15 members). Large boards (India, Japan, Korea: 30+). India max = 15 (more by special resolution).

Two-Tier System

Supervisory Board (includes employee reps; appoints/supervises/advises Management Board; develops corporate strategy) + Management Board (executives; day-to-day management). Followed by most European companies; China, Indonesia, Taiwan.

Country Snapshots

India & South Africa: Mix of shareholder + stakeholder, pyramidal holdings.
China: State-owned enterprises.
Japan: Keiretsu.
Korea: Chaebol.
Germany: Intercorporate equity blocks, family-controlled pyramids.
Netherlands: Oldest stock market, Dutch East Indies 1602, priority shares.
USA & UK: Widely held, initially family controlled.

Key International Legislations

UK Cadbury Report (1999): Independent directors; no single person with decision-making power; separation of Chairman/CEO.
Sarbanes-Oxley Act (2002, USA): Management reporting, board governance, enforcement & penalties, auditor independence.
OECD Principles: Rights of shareholders, equitable treatment, role of stakeholders, disclosure & transparency, board responsibilities.
South Africa: King III (governance, strategy, sustainability); King IV (2017).
India: Clause 49, Companies Act 2013, now LODR.

Directors: Types and Classification

A company is an artificial person existing only in the eyes of law; directors act on its behalf. No statutory definition — includes any person occupying the position by whatever name called.

Managing Director (MD): Entrusted with substantial management powers.
Whole Time Director (WTD): In whole-time employment of the company.
Executive Director: In day-to-day employment.
Non-Executive Director: Not in employment; part-time/outside.
Independent Director (§149): Non-executive, not MD/WTD/nominee; meets specific independence criteria (see Section 5).
Nominee Director: Appointed by third party (bank/FI providing financial assistance).
Alternate Director: Acts for absent director (≥3 months away); term ≤ original director’s term.
Casual Director: Fills vacancy (death, resignation, disqualification, removal, insanity, insolvency); term = remaining term of replaced director.
Additional Director: Holds office until next AGM only.
First Director: Appointed by promoters per Articles of Association.
Deemed Director: Not formally appointed but gives directions the board is accustomed to follow; director in the eyes of law.
De-facto Director: Not formally appointed but openly acts as/assumes position of director.
Shadow Director: Hides control (“puppet master”); board acts on their directions.
Small Shareholder’s Director: Elected by shareholders holding ≤Rs. 20,000 nominal value; minimum 1,000 such shareholders. Max 3 consecutive years; no rotation; max 2 companies simultaneously.

Legal Position of Directors

As Agents: Company liable as principal, not directors.
As Trustees: Fiduciary duties, must display good faith.
As Employees: When employed as MD/WTD.
Not a Servant: Acts as manager/managing partner.
Individual director has no power to act alone unless board-authorized per Articles.

Appointment: Promoters (first directors) → Board (additional, casual, alternate) → Shareholders → Tribunal (oppression/mismanagement) → Third Parties (FIs, foreign collaborations, holding cos). Prohibited: simultaneous MD + Manager. Only 1 Manager allowed. No prohibition on multiple MDs or simultaneous WTD + Manager or MD + WTD.

Proportionate Representation: Ordinarily 51% shareholders elect all directors. Minority representation via: (a) Single Transferable Vote: Quota = (Votes Polled + 1) / (Seats + 1); (b) Cumulative Voting: Quota = Total Votes Polled / Number of Seats.

Removal: By shareholders (ordinary resolution, special notice required), Central Government (through Tribunal), or Tribunal.

Other Rules: Share qualification not required unless in Articles (max Rs. 5,000). Max 20 directorships. Resignation by written notice; copy to Registrar within 30 days. Independent directors: detailed reasons + no other material reason confirmation → stock exchange within 7 days.

KMP Requirement: Every company with paid-up capital ≥Rs. 10 crore shall have MD/CEO/Manager (or WTD) + Company Secretary + CFO as whole-time KMP. Holding two positions by the same individual disallowed.

Board Composition and Independent Directors

Number of Directors: Public = min 3, max 15 (more by special resolution). Private = min 2. OPC = min 1. Top 1000 listed = min 6 (w.e.f. Apr 2019); top 2000 (w.e.f. Apr 2020).

Composition Rules

≥50% non-executive directors
At least 1 woman director (1 independent woman director: top 500 by Apr 2019, top 1000 by Apr 2020)
Listed cos: ≥⅓ independent directors. Listed CPSEs: ≥50%. Unlisted CPSEs: ≥⅓
Top 500: Chairperson must be non-executive, not related to MD/CEO (w.e.f. Apr 2020)
Max age = 75 (beyond requires special resolution)

Directorship Limits: Max 20 total. Listed entities: max 8 (w.e.f. Apr 2019) → max 7 (w.e.f. Apr 2020). Independent dir: max 7 listed cos; if serving as WTD → max 3 as independent. Max 10 committee memberships + max 5 committee chairmanships across all companies.

Independent Director: Qualification Criteria [§149(6)]

Must satisfy ALL:

Person of integrity with relevant expertise
Not/was not a promoter of company or associates
Not related to promoters/directors
No pecuniary relationship with company/associates
Neither self nor through relatives: holds KMP position; been employee of audit/legal firm; transactions >10% of gross turnover; holds >2% of total voting power; CEO/Director of NPO receiving ≥25% receipts from company/associates.

Independent Director: Terms and Conditions

Term: 5 consecutive years; max 2 consecutive terms
No stock options; only sitting fees + expense reimbursement + profit-related commission (if approved by members)
Must submit independence declaration at first board meeting of each FY or when circumstances change
Training required; performance evaluation required (directors being evaluated don’t participate)
At least 1 separate meeting/year of independent directors only (without non-independent/management)
D&O insurance mandatory for top 500 listed (w.e.f. Oct 2018)
Resignation: detailed reasons + confirmation of no other material reason → stock exchange within 7 days

Independent in Fact vs. Independence in Action

In Fact (NOT independent if): Employee; family of executives; direct compensation; auditor relationship; interlocking directorship; business relationships.

In Action (depends on): Who nominates; level of empowerment; access to information/shareholders; leverage from auditors/experts; compensation scheme; external scrutiny.

Spectrum: Voluntary → Comply or Explain → Mandatory.

Board Meetings and Powers

Meeting Rules

Min 4/year; max gap = 120 days. Quorum = ⅓ of total strength or 3 directors (whichever higher) incl. ≥1 independent. Video conferencing counts for quorum (top 1000 w.e.f. Apr 2019; top 2000 w.e.f. Apr 2020). Min 7 days’ notice; shorter-notice meetings require ≥1 independent director present. Failure to attend for 1 year → grounds for vacating office. Board must disclose skills/expertise/competency matrix. Company Secretary certifies no directors debarred/disqualified.

Powers Exercised by Board Resolutions

Make calls on shareholders for unpaid money; authorize buy-back; issue securities; borrow monies; invest funds; grant loans/guarantees; approve financial statements and Board’s report; diversify business; approve M&As; take over a company/acquire substantial stake.

Additional Powers (2014 Rules)

Make political contributions; appoint/remove KMP; take note of appointments one level below KMP; appoint internal auditors; note director’s interest/shareholding disclosure; buy/sell investments ≥5% of paid-up capital + free reserves; invite/accept/renew public deposits; approve quarterly/half-yearly/annual results.

Key Policies

Code of Conduct: Mandatory for directors and senior management.
Whistle-Blower/Vigil Mechanism: Mandatory for reporting unethical behavior, fraud, or code violations.
Related Party Transactions (RPT): All RPTs require prior audit committee approval; board sets threshold limits; policy reviewed every 3 years.

Board Committees

General Rules

Board is superior to all committees. Committees can: obtain info from any employee/consultant; engage external specialists; exercise independence/objectivity; seek clarification if recommendations not adopted. Committee duties: honesty and objectivity; refrain from public comment; report performance to board; periodic self-evaluation against ToR.

Mandatory Committee Triggers (§177, Clause 49): Every listed company AND public companies with paid-up capital ≥Rs. 10Cr, or turnover ≥Rs. 100Cr, or outstanding loans/debentures/deposits ≥Rs. 50Cr.

Penalty for contravention of §177/§178: Company = fine Rs. 1-5 lakhs; officer in default = imprisonment up to 1 year and/or fine Rs. 25,000 – Rs. 1 lakh.

Audit Committee [§177] (Mandatory)

Purpose: Oversight of accounting, financial reporting, and audit of financial statements.
Composition: Min 3 directors; independent directors forming majority; ≥1 financial expert desirable.
ToR: (i) Recommend auditor appointment, remuneration, terms (ii) Review auditor independence/performance (iii) Examine financial statements and auditor’s report (iv) Approve/modify related party transactions (v) Scrutinize inter-corporate loans/investments (vi) Valuation of undertakings/assets (vii) Evaluate internal financial controls and risk management (viii) Monitor end-use of public offer funds (ix) Review holding company’s loans/advances/investments in subsidiary exceeding Rs. 100Cr or 10% of subsidiary’s asset size, whichever is lower.
Additional powers: Call for auditor comments on internal controls/scope/observations; authority to investigate any specified matter; audit committee of holding co. reviews unlisted subsidiary’s financial statements.

Nomination and Remuneration Committee [§178] (Mandatory)

Purpose: Impartial selection of officials/directors; effective remuneration policy.
Composition (Companies Act): Min 3 directors; all non-executive; ≥half independent; chairman = independent.
Composition (Clause 49): Min 3 directors; all non-executive; chairman = independent.
Quorum: 2 members or ⅓ of committee (whichever greater), incl. ≥1 independent.
Remuneration Role: Ensure remuneration is reasonable/sufficient to attract/retain/motivate; clear performance-remuneration link; balance between fixed and incentive pay (short + long term).
Nomination Duties: (i) Review/recommend revisions to CG framework (ii) Review corporate citizenship policies (iii) Review/recommend changes in other committee charters (iv) Annually evaluate board effectiveness (v) Present list of director nominees (vi) Consider shareholder recommendations (vii) Review qualifications before recommending any director (viii) Review composition of each committee annually (ix) Recommend senior management remuneration.

Stakeholders Relationship Committee [§178] (Mandatory)

Trigger: >1,000 combined shareholders + debenture-holders + deposit-holders + other security holders in any FY.
Composition: Min 3 directors; ≥1 independent; chaired by non-executive director.
Meetings: At least 1/year. Chairperson must be present at AGM to answer security holder questions.
Key Role: Redressal of shareholder and investor complaints (mandatory recommendation of KM Birla Committee).

CSR Committee [§135] (Mandatory)

Trigger: Net worth ≥Rs. 500Cr OR turnover ≥Rs. 1,000Cr OR net profit ≥Rs. 5Cr (any FY).
Composition: ≥3 directors; ≥1 independent.
Functions: Formulate CSR policy (Schedule VII activities); recommend expenditure amount; monitor CSR policy.
Board responsibilities: Approve and implement CSR policy; disclose in Board report and website; ensure ≥2% of avg net profit of preceding 3 FYs spent on CSR; state reasons if not spent. No penalty for failure to spend (comply or explain).

Risk Management Committee (Mandatory for Top 500 Listed)

Composition: ≥3 directors; majority independent.
Meetings: At least 1/year.
Functions: Establish risk management policies; monitor implementation; conduct risk development programs. Review and recommend: risk policy, risk strategy, risk implementation plan, risk appetite.

Non-Mandatory Committees

Compliance Committee: SOX-driven. ≥2 independent directors (board-appointed on nomination committee recommendation). Adherence to spirit and letter of applicable laws. Company’s “ultimate protection” against legal/regulatory violations.
Investor Relations Committee: Recommended by Cadbury (1992) and SOX (2002). ≥3 independent members. Impartial/equitable treatment of all investors; curb insider trading, preferential allotments, biased policies. IR cell facilitates investor-company communication.
Investment Committee: ≥2 independent board members. Oversees capital structure, derivative policy, liquidity, investments, borrowings, currency exposure, dividend policy, share issuances/repurchases, capital spending. Unrestricted access to required information.

Subsidiary Governance

≥1 independent director of holding company must be on the board of material non-listed Indian subsidiary (whether incorporated in India or not)
Audit committee of listed holding co. reviews unlisted subsidiary’s financial statements (especially investments)
Listed entity + material unlisted subsidiaries in India must undertake secretarial audit and annex report with annual report

Corporate Social Responsibility (CSR) Details

Applicability [§135(1)]: Net worth ≥Rs. 500Cr OR turnover ≥Rs. 1,000Cr OR net profit ≥Rs. 5Cr (any FY).

2% Rule: ≥2% of average net profits of preceding 3 FYs. If not spent, state reasons in Board report. No penalty (comply or explain).

Schedule VII Activities: Eradicating hunger/poverty; education; gender equality/women’s empowerment; child mortality/maternal health; combating HIV/AIDS, malaria; environmental sustainability; vocational skills; social business projects; contributions to PM Fund/other govt. welfare funds for SC/ST; other prescribed matters.

Carroll’s Four-Part CSR Definition: CSR = Economic (required: be profitable) + Legal (required: obey law) + Ethical (expected: do what is right/fair/just) + Philanthropic (desired: be a good corporate citizen).

Carroll’s Stakeholder Priority Rankings (1 = highest):

Economic: Owners 1, Employees 2, Community 3, Consumers 4, Others 5
Legal: Employees 1, Consumers 2, Owners 3, Community 4, Others 5
Ethical: Consumers 1, Employees 2, Community 3, Owners 4, Others 5
Philanthropic: Community 1, Employees 2, Owners 3, Consumers 4, Others 5

CSP-CFP Relationship: Perspective 1: CSP → Reputation → CFP. Perspective 2: CFP → Reputation → CSP. Perspective 3: Interactive/mutually reinforcing relationship among all three.

Corporate Citizenship Concepts: CSR = obligation/accountability; Social Responsiveness = action/activity; Social Performance = outcomes/results.

Social Contract (Donaldson, 1982): Tacit contract between firm and society; rights in exchange for responsibilities.

ISO 26000 Principles: Ethical behaviour, rule of law, international norms, stakeholder interests, accountability, transparency, precautionary approach, human rights.
Core Subjects: Organizational governance, human rights, labour practices, environment, fair operating practices, consumer issues, community development.
Roadmap: Define scope → work with stakeholders → integrate into organization → implement daily → evaluate performance → enhance credibility.

Reporting Standards: GRI (multi-stakeholder initiative); ISAR (UNCTAD project).

UN Initiatives: Global Compact; Principles for Responsible Investment; UNEP Equator Principles; ILO MNE Declaration; UNHCHR Business & Human Rights; UNODC Anti-corruption; UNCTAD Corporate Responsibility Reporting.

Regulatory Framework in India: Timeline

Post-1991 liberalization → need for governance reforms. SEBI responsible for most CG initiatives. Key early regulations: SEBI Insider Trading Regulations 1992; SEBI Fraudulent Trade Practice Regulations 1995.

1998 — CII Desirable Code: Rahul Bajaj Task Force; 17 voluntary recommendations.
2000 — KM Birla Committee (SEBI): Mandatory + non-mandatory recs → Clause 49 inserted in listing agreement.
2000 — Eradi Committee: Companies (Second Amendment) Act 2002 → NCLT replaces Company Law Board.
2001 — RBI Advisory Group on CG. SEBI’s Malegam Committee on financial disclosures.
2002 — Alagh Committee: Producer companies under Companies Act. RBI Consultative Group on Basel norms. 1st Naresh Chandra Committee on Corporate Audit & Governance.
2003 — 2nd Naresh Chandra Committee: Small private companies and LLPs. Narayanmurthy Committee (SEBI): strengthen audit committees; improve financial disclosures (RPTs, IPO proceeds); business risk disclosure in annual reports; formal codes of conduct; nominee director position; non-executive director compensation disclosures.
2005 — JJ Irani Committee: Recommended OPC, small company, associate company, LLPs; e-governance; KMP appointments; board composition preserved 2 yrs post-public issue; audit committee majority = independent; Stakeholder Committee if >1,000 combined holders; max 4-month board meeting gap; 7-day notice; 1-yr non-attendance = vacation; AGM at alternate locations if ≥10% members reside there.
2007: DPE Guidelines on CG for Public Enterprises.
2009 — MCA Voluntary Guidelines: Separation of Chairman/CEO; nomination committee; formal appointment letters; directorship limits; director tenure/remuneration/training/performance evaluation.

2013 Companies Act: Major Changes

OPC introduced
Small company: paid-up ≤Rs.50L or ≤Rs.5Cr, turnover ≤Rs.2Cr or ≤Rs.20Cr
Associate company: ≥20% control
Fraud defined: act/omission/concealment/abuse with intent to deceive, whether or not wrongful gain/loss; Class Action Suits introduced
NFRA set up on lines of US PCAOB
Auditor rotation: individual 5 yrs, firm 10 yrs
Independent Director §149(4)
Insider trading: imprisonment ≤5 yrs, fine Rs.5L–Rs.25Cr or 3× profits (whichever higher), or both
CSR §135
E-governance
NCLT replaces Company Law Board; appeal → NCLAT → Supreme Court

Clause 49 of Listing Agreement

Based on KM Birla Committee. Revised Clause 49 effective Oct 1, 2014 (woman director from Apr 1, 2015). Applies to all listed cos. Exempt: paid-up capital ≤Rs.10Cr AND net worth ≤Rs.25Cr. Not applicable to mutual funds. Regulated entities (banks, FIs, insurance): applies to extent it doesn’t violate their statutes.
Penalty: Fine ≤Rs.25Cr and/or imprisonment ≤10 yrs (SCRA §23). Earlier: Rs.1,000 and 1 yr.
E-voting (Clause 35B): Mandatory for all shareholder resolutions.
Key provisions: Minority shareholder protection; adequate/timely info; equitable treatment; insider trading framework; whistle-blower mechanism; timely/accurate disclosure on all material matters; board responsibilities incl. director training and ethical standards.
Disclosures: RPTs (quarterly), accounting treatment, director remuneration, MD&A report, shareholders, director resignation, formal appointment letter, annual report, public issue proceeds, auditor resignation (to exchange within 24 hrs), independent dir resignation (within 7 days), CEO/CFO certification, CG report, compliance report.
Non-Mandatory: Board; shareholder rights; audit qualifications; separate Chairman/CEO; internal auditor reporting.

NOW — SEBI LODR replaces Clause 49 for all listed entities.

CPSE Regulatory Framework

Companies Act 2013 (auditor by CAG); Clause 49; DPE Guidelines (1997); CG Guidelines for PSUs; RTI Act 2005; Insolvency Laws; Labour Laws; Competition Act 2002.
PSU Board: Executive dirs (incl. CMD/MD) ≤50%. Listed CPSEs: independent ≥50%. Unlisted: independent ≥⅓. 2-tier board: management (executive) + supervisory (non-executive). Compensation: 10-25% of PRP in ESOPs.

Governance Collapses (Reference)

Barings Bank (UK): Nick Leeson lost £850M, ineffective controls, bought by ING for £1.
Parmalat (Italy, “Europe’s Enron”): Calisto Tanzi, 2003, non-existent cash reserves.
Others: RBS (UK), Securency (Australia), China Forestry, Olympus (Japan).

Mandatory Committee Quick Reference

Audit [§177]: Listed + public cos (capital ≥₹10Cr / turnover ≥₹100Cr / loans ≥₹50Cr). Min 3 dirs, majority independent, ≥1 financial expert.
N&R [§178]: Same trigger. Min 3 dirs, all non-executive, ≥half independent, chairman = independent. Quorum = 2 or ⅓ (whichever greater) incl. 1 independent.
Stakeholders [§178]: >1,000 combined holders. Min 3 dirs, ≥1 independent, chaired by non-executive. Meet ≥1/yr.
CSR [§135]: Net worth ≥₹500Cr OR turnover ≥₹1,000Cr OR net profit ≥₹5Cr. ≥3 dirs, ≥1 independent. Spend ≥2% avg net profit of 3 preceding FYs.
Risk Mgmt [LODR]: Top 500 listed. ≥3 dirs, majority independent. Meet ≥1/yr.

Index (by Panel Number)

A

Additional Director — 5
Agency Theory — 2
Alternate Director — 5
Anglo-American Model — 3
Appointment of Directors — 6
Associate Company — 15
Audit Committee [§177] — 10

B

Barings Bank — 16
Board Composition Rules — 7
Board Meeting Rules — 9
Board Powers & Resolutions — 9
Board Structures (Single-Tier / Two-Tier) — 4

C

Cadbury Committee Definition — 1
Carroll’s CSR Pyramid — 13
Casual Director — 5
Chaebol / Keiretsu — 4
Clause 49 — 15
Code of Conduct — 9
Compliance Committee — 12
Continental European / German Model — 3
Corporate Citizenship Concepts — 13
CPSE Regulatory Framework — 15
CSP-CFP Relationship — 13
CSR Committee [§135] — 12
CSR 2% Spending Rule — 13
Cumulative Voting — 6

D

D&O Insurance — 7
De-facto / Deemed / Shadow Director — 6
Directorship Limits — 7
Disclosures (Clause 49) — 15
DPE Guidelines — 15

E

E-voting (Clause 35B) — 15
Eradi Committee — 14

F

First Director — 5
Fraud Definition — 15

G

Governance Collapses — 16
GRI / ISAR Reporting — 13

I

Independent Director Criteria [§149(6)] — 7
Independent in Fact vs. in Action — 8
Insider Trading Penalties — 15
Investment Committee — 12
Investor Relations Committee — 12
ISO 26000 — 13

J

JJ Irani Committee — 15

K

Keiretsu / Chaebol — 4
KM Birla Committee — 14
KMP Requirement — 6

L

Legal Position of Directors — 6
LODR (SEBI) — 15

M

Managing Director / WTD — 5
Mandatory Committee Triggers — 10
Managerial Hegemony — 2
MCA Voluntary Guidelines — 15

N

Narayanmurthy Committee — 14
Naresh Chandra Committee — 14
NCLT / NCLAT — 15
NFRA — 15
Nominee Director — 5
Nomination & Remuneration Committee [§178] — 11

O

OECD Definition — 1
OECD Principles — 4
OPC — 7, 15

P

Parmalat — 16
Path Dependence Theory — 2
Penalty (§177/§178 contravention) — 10
Proportionate Representation — 6
PSU Board Rules — 15

Q

Quorum (Board) — 9
Quorum (N&R Committee) — 11
Quick Reference: Committees — 16
Quick Reference: Board Composition — 16

R

Related Party Transactions — 9
Removal of Directors — 6
Resource Dependence Theory — 2
Risk Management Committee — 12

S

Sarbanes-Oxley Act — 4
Schedule VII Activities — 13
Small Shareholder’s Director — 6
Social Contract (Donaldson) — 13
Stakeholder Theory — 2
Stakeholders Relationship Committee [§178] — 12
Stewardship Theory — 2
Subsidiary Governance — 12

T

TCE (Transaction Cost Economics) — 2
Two-Tier Board System — 4

U

UN Initiatives on CSR — 13

W

Whistle-Blower / Vigil Mechanism — 9
Woman Director Requirement — 7