Corporate governance is part of an economy's system which has today become the most important mechanism for resource allocation. It is affected by capital market block holders institutional investors proxy wars company law and capital market regulations and many other macro-economic as well as political factors. Historical evolution of corporate governance naturally has a bearing on current developments. This book is an attempt to weave these factors together coherently. Much of the concerned literature revolves around the agency problem while in developing countries expropriation of small shareholders is the governance problem. However shareholder activism is not likely to resolve the issue. Many more measures from audit committees of the board rigorous disclosures exercise of voting rights by institutional investors strict monitoring by capital market regulator to takeover bids are required to ensure corporate accountability.Because the State is withdrawing from the economy and because the corporate sector has become thr prime economic mover the impotance of eac one of these reforms has intensified. The book bringsa critical social science perspective to bear upon corporate governance.It discusses Indian developments along with some major globalevents and trieds to place them in a theorretical framework to facilitatae better understanding.

1 Corporate Governance: Placing the Issues Introduction Backdrop: change in 'real' factor Importance of Corporate Givernance Some Definitions Principles of Corporate Governance Part I 2 Major Corporate Governance Systems American Corporate Governance Systems - Brief Historical Background Britihs Corporate Governance System - Brief Historical Background German Corporate Givernance System - Brief Historical Background Japanese Corporate Governance System - Brief Historical Background Conclusion 3 Anglo-American Corporate Governance System Board of Directors Structure Executive Compensation Ownership Structure Financial Structure Institutional Framework Disclosure of InformationVoting Rights of Shareholders Voting by Proxy and Proxy Contests Takeovers and Takeover Defenses Appendix I: History of Voting Rights of Shareholders Appendix II: Shareholders' Voting Rights in USA in Twentieth Century 4 Perspectives and Models of Corporate Governance Three Perspectives Important Questions Theory of Corporate Governance - Insights from Transaction Cost Economics - Insights from Contract Theory Models of Corporate Governance - Principal-agent model - Myopic Market Model - Polictical Economy Model Coclusion 5 indian Corporate Governance: A Review Historical Heritage: the beginning Historical Heritage: Independence to 1980s< From 1990 till date Changes in Company Finance Indian Corporate Governance System Today Appendix I: Some Data on Equity Ownership Part II 6 Board of Directors: The Topmost Internal Governance Mechanism Introduction Functions of the Board Role and Working Election and Composition Size of the Board Board Chairman Term of Office Compensation of Directors Board Committees - Audit Committee - Nomination Committee - Remuneration/ Compensation Committee< Evaluation of Board Performance Some Suggestions for Improvement Indian BoardsNominee Directors Current Changes Appendix: Kumar Managalam Birla Committee on Corporate Governance 7 Institutional Investors: Much Ado About Nothing? The Issue
Structure and Investment Policies of Institutional Investors Intervention by Institutional Investors Forms of Intervention A Brief Review of Development in the USA and the UK- The USA - The UK CalPERS in Corporate Governance Movement Situation in India Unit Trust of India (UTI) Appendix: Mutual Funds and Corporate Governance 8 Political Economy of Indian Corporate Governance Understanding Indian Reality Response of Indian Business Houses - Articulation of Interest - Business Restructuring Changes in Capital Market Coming Back to Corporate Governance in India Bibliography