Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders/members, management, and the board of directors.

An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal agent problem. It is a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. Report of sebi committee on corporate governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal amp corporate funds in the management of a company. To find out importance of corporate governance in indian companies from the view point of the company secretary.

To find out the awareness of functioning of corporate governance amongst investors who are fundamental analyst. To evaluate the importance of corporate governance as a parameter for investor before investing. 149 questionnaire for investors 149 questionnaire for company secretary 149 annual report of companies 149 details of companies from their respective websites what is good corporate governance? bad governance is being recognized now as one of the root causes of corrupt practices in our societies. Major donors, institutional investors and international financial institutions provide their aid and loans in condition that reforms that ensure good governance are put in place by the recipient nations. As with nations, corporations too are expected to provide good governance to benefit all their stakeholders.

At the same time, good corporate are not born, but are made by the combined efforts of al stakeholders, which include shareholders, board of directors, employees, customers, dealers, government and the society at large. Law and regulation alone cannot bring about changes in corporate to behave better to benefit all concerned. Directors and management, as goaded by stakeholders and inspired by societal values, have a very important role to play. The company and its officers, who, inter alia, include the board of directors and the officials, especially the senior management, should strictly follow a code of conduct. These are: agency theory stewardship theory stakeholder theory sociological theory recent thinking about strategic management and business policy has been influenced by agency cost theory, though the roots of the theory can be traced back to adam smith who identified an agency problem in the joint stock company. Shareholders are the owners of any joint stock, limited liability company, and are the principals of the same. By virtue of their ownership, the principals define the objectives of the company.

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The management, directly or indirectly selected by the shareholders to pursue such objectives, are the agents. While the principals generally assume that the agents would invariably carry out their objectives, it is often not so. In many instances, the objectives of managers are at variance from those of the shareholders.

Such mismatch of objectives is called the agency problem the cost inflicted by such dissonance is the agency cost. The core of corporate governance is designing and putting in place disclosures, monitoring, oversight and corrective systems that can align the objectives of the two sets of players as closely as possible and hence minimize agency costs. The stewardship theory of corporate governance discounts the possible conflicts between corporate management and owners and shows a preference for board of directors made u primarily of corporate insiders. This theory assumes that managers are basically trustworthy and attach significant value to their own personal reputations. The market for managers with strong personal reputations serves as the primary mechanism to control behaviour, with more reputable managers being offered higher compensation packages. The stakeholder theory is grounded in many normative, theoretical perspectives including ethics of care, the ethics of fiduciary relationships, social contract theory, theory of property rights, and so on. While it is possible to develop stakeholder analysis from a variety of theoretical perspectives, in practice much of stakeholder analysis does not firmly or explicitly root itself in a given theoretical tradition, but rather operates at the level of individual principles and norms for which it provides little formal justification.

Stakeholder theory is often criticized, mainly because it is not applicable in practice by corporations the sociological approach has focused mostly on board composition and implications for power and wealth distribution in the society. Under this theory, board composition, financial reporting, and disclosure and auditing are of utmost importance to realize the socio economic objectives of corporations. This is also known as unitary board model, in which all directors participate in a single board comprising both executive and non executive directors in varying proportions. It is also called the 'anglo saxon' approach to corporate governance being the basis of corporate governance in america, britain, canada, australia and other commonwealth law countries including india. The major features of this model are as follows: the ownership of companies is more or less equally divided between individual shareholders and institutional shareholders. Companies are typically run by professional managers who have negligible ownership stake. They view themselves as portfolio investors interested in investing in a broadly diversified portfolio of liquid securities.

If they are not satisfied with a company's performance, they simply sell the securities in the market and quit. The disclosure norms are comprehensive, the rules against insider trading tight, and the penalties for price manipulations stiff, all of which provide adequate protection to the small investors and promote general market liquidity. They also discourage large investors from taking an active role in corporate governance.

Corporate governance is an interesting one, i considered doing it for my dissertation which i am doing this year as well. You could say its a broad topic to do you diss on but imo its definitely not the most interesting haha. Its all about relationships in the business, and how the company is run, for your primary research it may be a good idea to investigate a large company like pwc or kpmg see how they are run, what relationship is like between management and employee, and then compare it to sme's. As the laws are changing and the environment is deteriorating data tends to become outdated every day. In such a situation companies are struggling to meet their responsibilities with shrinking pockets. In such a dynamic environment it is tricky to make a dissertation on corporate social responsibility. We have access to the latest published journals, articles on corporate social responsibility and market situation.