Directors & Corporate Governance (1st Edition)

A company, being an artificial person, works through natural persons, called directors. The power and management of the company’s affairs are vested in the board of directors. Their powers, rights, duties, responsibilities and liabilities have been prescribed under different Acts, Rules and Regulations. Corporate governance is necessary in every type of company for better results, growth of the company and for increasing profitability of the company with the equal treatment of minor and major shareholders after legal and business compliances. At times, the directors have little understanding on the legal and administrative provisions as well as on the workings of the company with duties and liabilities of a director.

Corporate governance may be discussed under the heads as Board of directors (appointment, duties, liabilities, responsibilities, etc.), board procedures (compositions, committees, meetings, minutes, etc.), remuneration of directors (executive and non-executive), audit committee (composition, minutes, powers, etc.), management (key managerial personnel), disclosure of interest and related party transactions, loans to and from directors, report on corporate governance, compliances of Acts, Rules and Regulations, corporate frauds, and corporate social responsibility.