Footnote:
Nach Informationen von SSRN wurde die ursprüngliche Fassung des Dokuments May 17, 2020 erstellt
Description:
Corporate Governance derives its strength from financial distress and corporate misdemeanors, while reserving ethical principles and the code of conduct which lay the foundation of responsibility for the administration of a corporation. Various institutions and countervailing systems have been instituted to protect individual constituents of a corporation. Therefore, structural checks and balances have manifested themselves into regulatory directives and legislative mandates. However, the adequacy of such policy making is determined by the efficacy of its enforcement and application in practice. There has been a plethora of contemporaneous and progressive corporate reforms directed towards bridging the gap between the international levels of corporate responsibility and conduct, in consideration of bureaucracy and multiple domestic corporate frauds. A corresponding standard of corporate governance was the introduction of “Independent Directors” which was brought in India through the Kumar Mangalam Birla Committee Report on Corporate Governance in 1999 and the Narayana Murthy Committee, later being ratified through the Securities and Exchange Board of India (hereinafter referred to as “SEBI”) Amendment of Clause 40 of the Equity Listing Agreement and the Companies Act, 2013. This paper peruses the fallibility of Independent Directors through the inevitable ambiguities and defects in our corporate governance model. It explores the conceptualization of independent directors as the edifice of good corporate governance and whether they achieve their intended purpose, or essentially compromise the ethos and character of the same