Corporate Governance - Board of Directors, Duties and Functions

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Description
The focus of the book, as its tile "Corporate Governance- Board of Directors, Duty and Functions" indicates, is on the proper governance of the company and on the pivotal role performed by the board of directors in directing and controlling the management of the company and its accountability to the stakeholders who appoint them. The general provisions of the Companies Act, 2013 with regard to corporate management and administration of the companies such as registered office, registers of members and debenture-holders, annual returns, meetings and proceedings, accounts, audit, investigation, etc. fall outside the scope of the book.. The focus is on the provisions relating to management and corporate governance by which businesses are directed and controlled.
The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation and other stake holders and spells out rules and procedures for making decisions on corporate affairs. By doing this, it also provides a structure through which the company objectives are set and the means of attaining those objectives and monitoring performance The three key constituents of corporate governance are: the board of directors, the shareholders, and the management. The pivotal role is performed by the board of directors. It is accountable to the stakeholders and directs and controls the management It is the working organ of the company
Corporate Governance has been compared with State Functioning based on Constitution, describing the "members in general meeting" and the directorate as the two primary organs of a company and comparing them with the legislative and the executive organs of a Parliamentary democracy where legislative sovereignty rests with Parliament, while administration is left to the Executive Government, subject to a measure of control by Parliament through its power to force a change of Government.
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Table of Contents
Chapter 1. Corporate Governance - An Introduction
Chapter 2. Directors and Board of Directors
Chapter 3. Directors Position in relation to Companies
Chapter 4. Independent Directors
Chapter 5. Appointment and Retirement
Chapter 6. Director Identification Number
Chapter 7. Directors - Duties
Chapter 8. Directors - Resignation, Removal, Vacation of Office, Register
Chapter 9. Board of Directors - Meeting
Chapter 10. Board - Minutes of Meeting
Chapter 11. Board - Powers
Chapter 12. Board Powers - Restrictions, Prohibitions and Contributions
Chapter 13. Director - Disclosure of Interest
Chapter 14. Loan to Directors
Chapter 15. Loan and Investment by Company
Chapter 16. Related Party Transactions
Chapter 17. Managerial Personnel - Appointment
Chapter 18. Managerial Remuneration
Chapter 19. Key Managerial Personnel
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Author Details
D.P. Mittal