Table of Contents Acknowledgements; Declaration; Certificate of supervisor; Table of cases; Abbreviations Used; Chapter 1 INTRODUCTION; RESEARCH METHODOLOGY AND LITERATURE REVIEW; RAISON DETRE: PURPOSE OF STUDY; ORGANIZATION OF CHAPTERS AND MODE OF CITATION; Chapter 2; CONCEPTS AND HISTORICAL EVOLUTION OF CORPORATE GOVERANCE; 2.1 Introduction; 2.2 Corporate Governance: Concepts and General Problems; 2.2.1 Concepts of Corporate Governance Defined; 2.2.2 Internal and External Corporate Governance; 2.3 Role of Scandals, Financial Crisis and Legal Transplants; 2.3.1 The Impact of Corporate Governance on Corporate Governance rules; 2.3.2 The Impact of Financial Crisis; 2.4 Conceptual Analysis of various Codes on Corporate Governance: The impact of soft Laws; 2.4.1 Analysis of Cadbury and Greenbury Report; 2.4.2 Hampel Report and the Combined Code; 2.5 Evolution of Corporate Governance in India; 2.5.1 The CII Code; 2.5.2 The Birla Report and Clause 49; 2.5.3 The Chandra Report; 2.5.4 The Murthy Report and Revised Clause 49; 2.5.5 The Irani Committee Report and Companies Bill 2008; 2.6 Clause 49 of Listing Agreement and Indian Corporate Governance; Chapter 3 CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS: RESPONSIBIILITIES, RISKS AND REMUNERATION; 3.1 Introduction; 3.2 Director’s duty; 3.2.1 Present Fiduciary and Common Law Duties; 3.2.2 Duty to act in Good Faith; 3.2.3 Duty to act for Proper Purposes; 3.2.4 The no conflict rule; 3.2.5 The no profit rule; 3.2.6 Duty not to fetter future discretion; 3.3 Directors' Duty of Skill, care and Diligence; 3.4 A new Regime for Directors' Duties: The Need for Emphasis on the Principled Obligations of the Directors; 3.4.1 Definition of the Non Executive Directors; 3.4.2 The Role and Responsibilities of NED; 3.4.3 Purpose of NED; 3.5 Role of Independent Directors in Corporate Governance; 3.5.1 Adoption of Independent Directors in Indian Corporate Governance; 3.5.2 Clause 49 and Independent Directors; 3.5.2.1 Basic Requirements; 3.5.2.2 Independence; 3.5.2.3 Nomination and Appointment; 3.5.2.4 Allegiance of the Independent Directors; 3.5.2.5 Role of Independent Directors; 3.6 Role of Chairman; 3.6.1 Independent Directors and Chairman; 3.6.2 Appointment of Board; 3.6.3 Setting the Board Agenda; 3.6.4 Timely Information; 3.6.5 The Higgs review and the Implementation of the Revised Combined Code Effectiveness of the Board Committees in the context of Corporate; 3.7.1 Audit Committee; 3.7.2 Remuneration Committee; 3.7.3 Nomination Committee; 3.8 Executive Remuneration: Nature, Component and Structure; 3.8.1 Fixing Executive Compensation: General Meetings and Remuneration Committee; 3.8.1.1 Remuneration Committees; 3.8.1.2 Role of Shareholders; 3.8.2 Executive Compensation and Ceiling Limits: Examining the Pitfalls; Chapter- 4; ROLE OF SHAREHOLDERS IN CORPORATE DECISION MAKING; 4.1 Introduction; 4.2 The Effective Exercise of Control Rights by Beneficial Owners of Shares and their Representatives; 4.3 Enabling, Responsible, Diligent and Active Exercise of their Powers by in shareholders in General Meeting; 4.3.1 Introductory Remark; 4.3.2 Enhancing the Participation of Shareholders via General meetings; 4.3.2.1 Appointment of Directors; 4.3.2.2 Disclosure Requirements; 4.3 .2.3 Accounts and Budgets; 4.3 .2.4 Quorums; 4.3.2.5 Attendance of Retail Shareholders; 4.3.2.6 Proxy Systems; 4.3.2.7 System of Postal Ballot; 4.3.2.8 Members Requisition for Resolutions; 4.3.2.9 Chairman of Meeting; 4.3.2.10 Venue of Meeting; 4.3.2.11 Day of Meeting; 4.3.2.12 Quantum of Fines; 4.4 Rise of Institutional Investors 4.4.1 The Debate of Institutional Shareholders versus Regular shareholders; 4.4.2 Why Institutional Investors in Corporate Governance?; 4.4.2.1 Functions and Duties as Beneficial Owners; 4.4.2.2 Tools of Control; 4.5 Implements concerning Institutional Investors; 4.5.1 Problem in Collective Action and Free Ridership; 4.5.2 Problem due to Conflict of Interest; 4.5.3 Short – Termism; 4.5.4 Cost supervision; Chapter 5; BOARD OF DIRECTORS VERSUS SHAREHOLDERS: THE DEBATE OF WHO LEADS WHOM; 5.1 Introduction; 5.2 Traditional Story of Shareholder Primacy; 5.3 The counter narrative of Board Primacy; 5.3.1 The “Wise ruler” theorist; 5.3.2 Long Term Interests" Theorists; 5.3.3 Board Primacy, Board Responsiveness to Electorate; 5.3.3.1 System of Responsiveness to Electorate; 5.4 Board primacy and Shareholders Homogeneity 5.5 Board primacy and concept of Corporate Good; Chapter 6 Conclusion Remarks; Bibliography.