Preface to the Second Edition
Part 1: Understanding Corporate Governance
Chapter 1: Corporate Governance: An Overview
America's Hall of Shame-2002
Corporate Misgovernance in India
Series of Scams That Shook Investor Confidence
Illegal Tactics of Indian Corporates
Reasons for Corporate Misgovernance
What is Corporate Governance?
Definitions of Corporate Governance
From the Academic Point of View
From the Angle of Developed Versus Developing Countries
Narrow Versus Broad Perceptions of Corporate Governance
Perceptional Differences in Definitions
Governance Is More Than Just Board Processes and Procedures
A Historical Perspective of Corporate Governance
The Growth of Modern Ideas of Corporate Governance from the USA
The Aftermath of the Cadbury Report
Corporate Governance in the Banking Sector
Revival of Corporate Governance Issues in the New Millennium
Issues in Corporate Governance
Relevance of Corporate Governance
Need for and Importance of Corporate Governance
Governance and Corporate Performance
Investors' Preference for Good Governance
Benefits of Good Corporate Governance to a Corporation
Case Study: Infosys Technologies: The Best Among Indian Corporates
Chapter 2: The Theory and Practice of Corporate Governance
The Concept of Corporation
The Concept of Governance
Theoretical Basis of Corporate Governance
Problems with the Agency Theory
Shareholder Versus Stakeholder Approaches.
Corporate Governance Mechanisms
Why Corporate Governance?
Contemporary Corporate Governance Situation
Growing Awareness and Societal Responses
Corporate Governance Systems
Common Features in the German and Japanese Models
Indian Model of Governance
What is "Good" Corporate Governance?
Obligation to Society at Large
Case Study: Tata Steel: A Company That Also Makes Steel
Chapter 3: Landmarks in the Emergence of Corporate Governance
Corporate Governance Committees
Cadbury Committee on Corporate Governance, 1992
The Paul Ruthman Committee
The Greenbury Committee, 1995
The Hampel Committee, 1995
The Turnbull Committee, 1999
World Bank on Corporate Governance
McKinsey Survey on Corporate Governance
Indian Committees and Guidelines
Working Group on the Companies Act, 1996
Deficiencies of the Companies' 1956 Act
The Confederation of Indian Industry's Initiative
Recommendations of the CII'S Code of Corporate Governance
Kumar Mangalam Birla Committee, 1999
Naresh Chandra Committee Report, 2002
SEBI's Follow-up on Birla Committee Report
Rationale for a Review of the Birla Code
Narayana Murthy Committee Report, 2003
Mandatory Recommendations
Dr. J.J. Irani Committee Report on Company Law, 2005
Independent Directors in Listed Companies
Case Study: ITC Limited: Is Corporate Governance Only Skin Deep?
Part 2: Agents and Institutions in Corporate Governance
Chapter 4: Rights and Privileges of Shareholders
Theoretical Basis-Agency Costs
Long-term Shareholder Value
Views of Various Committees on the Issue
Working Group on the Companies Act, 1996
CII's Committee on Corporate Governance, 1996
Kumar Mangalam Birla Committee, 1999
Naresh Chandra Committee, 2002
Narayana Murthy Committee, 2003
Poor Track Record of Shareholder Protection
Guidelines for Investors/Shareholders
Depository and Dematerialisation
Grievance Redressal Process
Case Study: The Tussle over Corporate Governance at Reliance
Chapter 5: Investors' Problems and Protection
Why is Investor Protection Needed?
Definition of Investor Protection
Relationship Between Investor Protection and Corporate Governance
How do Insiders Steal Investors' Funds?
Rights to Information and Other Rights
Corporate Governance Through Legal Protection of Investors
Impact of Investor Protection on Ownership and Control of Firms
The Impact of Investor Protection on the Development of Financial Markets
Banks and Corporate Governance
Investor Protection in India
The N.K. Mitra Committee on Invesotrs' Protection
Problems of Investors in India
Law Enforcement for Investor Protection
Grievance Redressal Mechanisms
Lacunae in Investor Protection
SEBI's Poor Performance-Suggestions for Improvement
Chapter 6: Corporate Governance and Other Stakeholders
Corporate Governance and Employees
Wealth Creation Requires Capital and Labour
Corporate Governance and Customers
The Society Bears The Hidden Taxation
Customer's Information Needs
Consumer Protection Act 1986
Corporate Governance and Institutional Investors
Types of Institutional Investors in India
Factors Influencing Investment Decisions
Findings of the Study Conducted by Pitabas Mohanty
Kumar Mangalam Birla Committee and Institutional Investors
The McKinsey Survey on Corporate Governance
Corporate Governance and Creditors
Creditor Monitoring and Control
Kinds of Debts Provided to Corporates
Corporate Governance and the Community
Practical Steps to Corporate Social Responsibility
Corporate Governance and the Government
Case Study: The Tylenol Crisis: How Ethical Practices Saved Johnson & amp
Chapter 7: Board of Directors: A Powerful Instrument in Corporate Governance
Corporate Management Structure
Company Director and the Board
Legal Position of a Director
Duties and Responsibilities of Directors
Qualifications and Disqualifications of Directors
The Directors' Liability to the Company
Liability for Breach of Statutory Duties.
Liability for Acts of His Co-directors
Power of Court to Grant Relief
Directors with Unlimited Liability
Public Examination of Directors
Validity of Acts of Directors
De Facto and De Jure Directors
Disabilities of Directors
Prevention of Management by Undesirable Persons
Effectiveness of the Board of Directors
Role of the Board in Ensuring Corporate Governance
Governance Issues Relating to the Board
Board of Directors and Corporate Governance
Who is an Independent Director?
Desirability of Having Independent Directors
Executive Pay, an Unsettled Issue
Emphasis on Transparency and Disclosure
Pay as a Reward for Performance
Other Remuneration Packages
Directors' Remuneration in India
Prohibition of Tax-free Payments
Family-owned Businesses and Corporate Governance
Some Pioneering Indian Boards
Case Study: How Unethical Practices Almost Destroyed WorldCom
Chapter 8: Role, Duties and Responsibilities of Auditors
Responsibilities of Auditors
Responsibilities Regarding the Mis-statement of Financial Statements
Responsibilities of an Audit Firm
Audit Failures Leading to Corporate Scams
The American Law Governing Auditors' Responsibilities
Preventing Fraudulent Auditing Practices
Prohibition of Non-audit Services
Qualification in Audit Report.
