14  Corporate Governance

14.1 What is Corporate Governance?

Corporate governance is the system by which companies are directed and controlled — the famous opening sentence of the Cadbury Report (UK, 1992). It is the set of rules, practices and processes that guide how a company makes decisions, manages risk, and reports performance. Governance answers four questions in every firm: Who decides? Who is accountable to whom? How are conflicts of interest managed? How is performance measured and disclosed?

The OECD Principles of Corporate Governance (1999, revised 2004, 2015, 2023): “Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. It also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.”

TipWorking Definitions of Corporate Governance
Source Definition Foregrounds
Cadbury Committee (1992) “The system by which companies are directed and controlled.” Direction and control
OECD (2015) “Relationships between management, board, shareholders, other stakeholders.” Stakeholder structure
Sir Adrian Cadbury (later) “Holding the balance between economic and social goals, and between individual and communal goals.” Balance
N.R. Narayana Murthy (SEBI, 2003) “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.” Trusteeship
Mervyn King (King Report) “An ethical culture, performance, control and legitimacy.” Ethics + legitimacy
TipPillars of Corporate Governance
  • Accountability — clear lines of responsibility.
  • Transparency — full, accurate, timely disclosure.
  • Responsibility — for results to all stakeholders.
  • Fairness — equitable treatment of all shareholders, including minorities and foreign investors.
  • Independence — board independence and auditor independence.

The classical mnemonic in Indian texts is the “5 P’s” or 4 pillars — Transparency · Accountability · Responsibility · Fairness (TARF) — and Mervyn King’s added pillar Sustainability.

14.2 Why It Matters — Agency Theory

The economic foundation of corporate governance is agency theory (Jensen & Meckling, 1976). In a public company, ownership (shareholders, the principals) is separated from control (managers, the agents). Agents have private information about the firm and may pursue their own interests at the principal’s expense — empire-building, perks, risk-aversion, short-termism. The cost of this divergence is the agency cost.

Governance mechanisms — boards, audits, disclosures, incentives, takeover threats — exist to reduce agency costs by aligning the agent’s interest with the principal’s.

flowchart LR
  S[Shareholders<br/>Principals] -- delegate --> M[Managers<br/>Agents]
  M -- report --> B[Board of Directors]
  B -- monitor --> M
  B -- accountable --> S
  A[Auditors / Regulators<br/>Disclosures] -. independent assurance .-> B
  A -. .-> S
    classDef default fill:#003366,color:#ffffff,stroke:#ffcc00,stroke-width:3px,rx:10px,ry:10px;

NoteBerle & Means — The Modern Corporation (1932)

Adolf Berle and Gardiner Means, The Modern Corporation and Private Property (1932) — first systematic study of the separation of ownership and control in the modern corporation. The Jensen-Meckling agency framework (1976) gave it analytical formalism. Eugene Fama (1980) complemented with the managerial labour market discipline.

TipThree competing theories of corporate governance
Theory Who matters Implication
Agency theory (Jensen-Meckling 1976) Principals (shareholders) Align manager incentives, monitor closely
Stewardship theory (Donaldson-Davis 1991) Managers as stewards of the firm Trust managers, give autonomy
Stakeholder theory (Freeman 1984) All stakeholders (employees, customers, suppliers, community, environment) Balance many constituencies

14.3 Global Landmark Reports

The modern corporate-governance movement began after the BCCI, Polly Peck and Maxwell scandals in the UK. A series of committee reports established the global template.

TipMajor global corporate-governance reports
Year Report Country Key contribution
1992 Cadbury Report UK First systematic CG code; “directed and controlled” definition; comply-or-explain
1994 King I Report South Africa Stakeholder approach; “inclusive” governance
1995 Greenbury Report UK Executive remuneration
1998 Hampel Report UK Consolidated Cadbury + Greenbury into the Combined Code
1999 OECD Principles (revised 2004, 2015, 2023) OECD Global benchmark; 6 chapters; basis for many national codes
1999 Blue Ribbon Committee US Audit committee effectiveness
2002 Sarbanes-Oxley Act (SOX) US Post-Enron; CEO/CFO certification; PCAOB; Section 404 internal controls
2002 King II Report South Africa Triple bottom line
2003 Higgs Review UK Role and effectiveness of non-executive directors
2003 Smith Review UK Audit committees
2009 King III Report South Africa “Apply or explain”; integrated reporting
2010 UK Corporate Governance Code UK Replaces Combined Code
2016 King IV Report South Africa “Apply and explain”; outcomes-based

14.3.1 Sarbanes-Oxley Act, 2002 (US)

After Enron (2001) and WorldCom (2002), US Congress passed the Sarbanes-Oxley Act (SOX) of 2002. Key provisions:

TipSOX 2002 — five key provisions
  • Section 302: CEO and CFO must personally certify the accuracy of financial statements.
  • Section 404: Management must report on internal controls; auditor must attest.
  • Section 301: Mandates an independent audit committee.
  • Section 802: Criminal penalties for document destruction (up to 20 years).
  • PCAOB — Public Company Accounting Oversight Board — established to regulate auditors of listed companies.

14.3.2 OECD Principles of Corporate Governance

Originally issued in 1999, revised 2004 and 2015 (renamed G20/OECD Principles in 2015 after G20 endorsement), and again in 2023. Six chapters:

TipOECD/G20 Principles — six chapters
  1. Ensuring the basis for an effective corporate governance framework
  2. Rights and equitable treatment of shareholders and key ownership functions
  3. Institutional investors, stock markets, and other intermediaries
  4. The role of stakeholders in corporate governance
  5. Disclosure and transparency
  6. The responsibilities of the board

The 2023 revision added a new chapter on sustainability and resilience.

14.4 Corporate Governance in India — Evolution

TipIndian CG — timeline of committees
Year Committee Key recommendation
1998 CII Code — Rahul Bajaj First voluntary code of CG in India
1999 Kumar Mangalam Birla Committee (SEBI) Led to Clause 49 of Listing Agreement (effective 2000)
2002 Naresh Chandra Committee Auditor-company relationship, post-Enron
2003 N.R. Narayana Murthy Committee (SEBI) Revised Clause 49 (effective 2006) — strengthened Audit Committee, independent directors
2009 CII Task Force on CG (Naresh Chandra) Post-Satyam — voluntary guidelines
2013 Companies Act 2013 Statutory CG provisions; replaces 1956 Act
2017 Uday Kotak Committee (SEBI) Most recent overhaul — board diversity, separation of chair/MD, info-sharing
2018 SEBI LODR amendments Implementation of Kotak recommendations

14.5 Statutory Framework — Companies Act, 2013

The Companies Act, 2013 (which replaced the Companies Act 1956) codified much of what was earlier in Clause 49. Key governance provisions:

TipKey Sections of Companies Act 2013 for governance
  • Section 134 — Board’s report; directors’ responsibility statement.
  • Section 135 — CSR (Topic 11).
  • Section 138 — Internal audit.
  • Section 139 — Auditor rotation (5+5 years for individuals; 10+10 for firms).
  • Section 143 — Auditor’s reporting on fraud (under Sec 143(12)).
  • Section 149 — Board composition; minimum 1 woman director; at least 1/3 (or ½ for listed) independent directors.
  • Section 152(7) — Director retirement by rotation.
  • Section 161 — Additional director, alternate director, nominee director.
  • Section 165 — Cap on directorships (20 total; 10 public).
  • Section 166 — Directors’ duties.
  • Section 177 — Audit Committee.
  • Section 178 — Nomination and Remuneration Committee and Stakeholders Relationship Committee.
  • Section 184 — Disclosure of interest by directors.
  • Section 188 — Related-Party Transactions.
  • Section 197 — Cap on managerial remuneration at 11 % of net profit.
  • Section 245 — Class action by shareholders.
  • Schedule IV — Code for Independent Directors.

14.5.1 Independent Directors

TipIndependent Director — key requirements (Sec 149)
  • A director other than a managing director, whole-time director or nominee director.
  • Must be a person of integrity and expertise.
  • Must not be a promoter or related to promoters / directors / KMP.
  • Must not have material pecuniary relationship with the company in the prior 3 years.
  • Tenure: up to 5 years; eligible for re-appointment for one more term (max 2 terms = 10 years; thereafter 3-year cooling off).
  • Remuneration: only sitting fees + commission (no stock options).
  • Must declare independence at the first board meeting and annually thereafter.
  • Listed companies and certain prescribed unlisted public companies must have at least 1/3 independent directors; SEBI LODR requires at least 1/2 for listed companies if chair is executive or related to promoter.
  • Companies Act and SEBI now mandate Independent Directors’ Databank maintained by IICA; online proficiency self-assessment test.

14.6 SEBI LODR Regulations, 2015

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) consolidated what was scattered across various Listing Agreement clauses (notably Clause 49). Key regulations:

TipKey LODR regulations for governance
  • Reg 17 — Board composition; minimum 6 directors for top 1 000 listed; at least 1 woman independent director (top 500 from FY 2019-20; top 1 000 from FY 2020-21).
  • Reg 18 — Audit Committee.
  • Reg 19 — Nomination and Remuneration Committee.
  • Reg 20 — Stakeholders Relationship Committee.
  • Reg 21 — Risk Management Committee — mandatory for top 1 000 listed.
  • Reg 22 — Vigil Mechanism / Whistle-blower Policy.
  • Reg 23 — Related-Party Transactions.
  • Reg 25 — Obligations of independent directors.
  • Reg 26 — Membership and chairmanship in committees; max 10 committees, max 5 chairmanships.
  • Reg 27 — Other corporate governance requirements.
  • Reg 33 — Quarterly financial results.
  • Reg 34 — Annual report — including BRSR for top 1 000.
  • Reg 36 — Documents and information to shareholders.
  • Reg 49(8) — Separation of chair and CEO/MD — recommended; SEBI in 2022 made it voluntary after pushback.

14.7 Board Committees — Mandatory under LODR + Companies Act

TipMandatory board committees
Committee Composition Chair Role
Audit Committee (Sec 177; Reg 18) Min 3 directors, 2/3 independent Independent director Financial reporting; auditor relationship; internal controls; vigil mechanism oversight
Nomination & Remuneration Committee (NRC) (Sec 178; Reg 19) Min 3 non-executive, ≥ 1/2 independent Independent director Director nomination; remuneration policy; board evaluation
Stakeholders Relationship Committee (Sec 178; Reg 20) Chair must be non-executive Non-executive Investor grievances
CSR Committee (Sec 135) Min 3 directors, ≥ 1 independent Any director CSR policy and oversight
Risk Management Committee (Reg 21) Top 1 000 listed; min 3 members Board member Risk policy; cyber-risk oversight

14.8 Director Duties (Section 166)

A director of an Indian company has seven statutory duties:

TipDirector duties under Section 166
  1. Act in accordance with the AoA of the company.
  2. Act in good faith to promote the objects of the company for the benefit of members as a whole.
  3. Exercise duties with due and reasonable care, skill and diligence.
  4. Not involve in a situation of conflict of interest with the company.
  5. Not achieve any undue gain or advantage for himself or his relatives.
  6. Not assign his office.
  7. Liable to penalty of up to ₹5 lakh for contravention.

14.9 Related-Party Transactions (RPT)

Section 188 (Companies Act) + Regulation 23 (LODR) regulate transactions with related parties (subsidiaries, KMP, relatives, etc.):

TipRPT rules
  • Approval by the Audit Committee for all RPTs.
  • Board approval for RPTs not in the ordinary course of business or not at arm’s length.
  • Shareholder approval by ordinary resolution for material RPTs (≥ 10 % of consolidated turnover, per LODR 2021 amendment).
  • Disclosure in financial statements (AS-18 / Ind AS-24).
  • Material modifications require prior approval.

14.10 Whistle-Blower / Vigil Mechanism

Required by Section 177(9) of Companies Act and Regulation 22 of LODR:

  • Listed companies and prescribed companies must establish a vigil mechanism / whistle-blower policy.
  • Direct access to Chair of Audit Committee for whistle-blowers.
  • Protection from retaliation.
  • Whistleblowers Protection Act, 2014 covers public-servant disclosures.

14.11 Other Governance Levers

TipBeyond the board
  • Internal audit (Sec 138) — mandatory for listed and prescribed companies.
  • External / Statutory audit — auditor rotation (Sec 139); reporting fraud (Sec 143).
  • Secretarial audit (Sec 204) — by a Company Secretary in Practice.
  • Cost audit (Sec 148) — for prescribed industries.
  • SEBI PIT Regulations 2015 — insider trading prevention.
  • Class action suit (Sec 245) — collective shareholder remedy.
  • NCLT/NCLAT (2016) — adjudication of company disputes.
  • Investor Education and Protection Fund (IEPF) — unclaimed dividends.

14.12 Recent Developments

TipPost-2017 developments in Indian CG
  • Insolvency and Bankruptcy Code (IBC), 2016 — creditor-led resolution; major shift in directors’ incentives.
  • Companies (Amendment) Act 2017, 2019, 2020 — decriminalisation of minor offences.
  • SEBI LODR amendments based on Kotak Committee — board diversity, independent woman directors, separation of chair-CEO (was mandatory then made voluntary in 2022), more board meetings, stronger committee independence.
  • BRSR (Business Responsibility and Sustainability Report) — top 1 000 listed from FY 2022-23.
  • ESG framework and SEBI ESG fund regulations — 2023.

14.13 Practice Questions

Q 01 Definition Easy

"Corporate governance is the system by which companies are directed and controlled." This famous definition is from:

  • ACadbury Report 1992
  • BOECD Principles 1999
  • CSarbanes-Oxley Act 2002
  • DKing I Report 1994
View solution
Correct Option: A
Cadbury Report (UK, 1992) opens with this definition.
Q 02 Agency theory Medium

The agency-cost theory of corporate governance (1976) is by:

  • ABerle & Means
  • BJensen & Meckling
  • CCadbury
  • DDonaldson & Davis
View solution
Correct Option: B
Jensen & Meckling, Journal of Financial Economics 1976. Berle & Means (1932) earlier observed the separation of ownership and control; Donaldson & Davis (1991) proposed the rival stewardship theory.
Q 03 Pillars Easy

Which of the following is not traditionally listed as a pillar of corporate governance?

  • ATransparency
  • BAccountability
  • CProfit maximisation
  • DFairness
View solution
Correct Option: C
The classical 4 pillars: Transparency · Accountability · Responsibility · Fairness (TARF). Profit maximisation is a *firm goal*, not a CG pillar.
Q 04 SOX Medium

The Sarbanes-Oxley Act of 2002 was passed in the US after:

  • AThe 2008 financial crisis
  • BThe Enron and WorldCom scandals
  • CThe Satyam scandal
  • DThe Volkswagen Dieselgate scandal
View solution
Correct Option: B
Enron (2001) + WorldCom (2002) prompted SOX. It mandates CEO/CFO certification (S.302) and internal-control reporting (S.404), and created the PCAOB.
Q 05 Clause 49 Medium

India's *Clause 49 of the Listing Agreement* was first introduced based on the recommendations of:

  • AKumar Mangalam Birla Committee (1999)
  • BNarayana Murthy Committee (2003)
  • CUday Kotak Committee (2017)
  • DCadbury Committee
View solution
Correct Option: A
SEBI's Kumar Mangalam Birla Committee (1999) recommended Clause 49 (effective 2000). Narayana Murthy revised it (2003 → effective 2006). LODR 2015 subsumed it.
Q 06 Kotak Medium

The most recent SEBI committee that overhauled India's CG framework (2017) was chaired by:

  • AN.R. Narayana Murthy
  • BUday Kotak
  • CRahul Bajaj
  • DNaresh Chandra
View solution
Correct Option: B
Uday Kotak Committee (2017) — most recent. Recommendations led to LODR 2018 amendments. Rahul Bajaj led the original CII Code (1998).
Q 07 Audit Committee Medium

Under Section 177 of the Companies Act, 2013, the Audit Committee must have:

  • AMinimum 3 directors with majority being independent directors
  • BMinimum 5 directors, all independent
  • CMinimum 2 directors, no independence requirement
  • DOnly the chairman
View solution
Correct Option: A
Section 177: minimum 3 directors, with majority (2/3) being independent. Chair must be independent. Under SEBI LODR — at least 1/2 independent.
Q 08 Independent Director Medium

An independent director under the Companies Act can serve for a maximum tenure of:

  • ATwo consecutive terms of 5 years each (10 years max)
  • BThree consecutive terms of 5 years each
  • C15 years
  • DUnlimited
View solution
Correct Option: A
Section 149(10)-(11): up to two consecutive terms of 5 years (i.e., 10 years), then 3-year cooling off before reappointment.
Q 09 Women director Easy

Section 149 of the Companies Act 2013 mandates at least how many women directors on the board of prescribed companies?

  • A1
  • B2
  • C3
  • DNo mandate
View solution
Correct Option: A
At least one woman director for prescribed companies (broadly: every listed and certain large public companies). SEBI LODR additionally requires an *independent* woman director for top 1 000 listed.
Q 10 Director cap Medium

Under Section 165, a person can be a director in a maximum of how many companies in total?

  • A15
  • B20
  • C25
  • DNo cap
View solution
Correct Option: B
Section 165: cap of 20 companies total, of which maximum 10 public companies.
Q 11 Stewardship Hard

The *stewardship theory* of corporate governance — that managers are pro-organisational stewards rather than self-serving agents — was articulated in 1991 by:

  • ADonaldson & Davis
  • BJensen & Meckling
  • CFreeman
  • DBerle & Means
View solution
Correct Option: A
Lex Donaldson and James Davis (1991) — stewardship theory.
Q 12 OECD Medium

The OECD Principles of Corporate Governance were first published in:

  • A1992
  • B1999
  • C2002
  • D2015
View solution
Correct Option: B
Originally 1999, revised 2004 and 2015 (now G20/OECD Principles), and again 2023.
Q 13 Auditor rotation Medium

Under Section 139 of the Companies Act, an audit firm can be re-appointed as the statutory auditor of a listed company for a maximum of:

  • A5 years
  • BTwo terms of 5 years each (10 years), then 5-year cooling off
  • CUnlimited
  • D15 consecutive years
View solution
Correct Option: B
Audit firm: two consecutive terms of 5 years (10 years), then 5-year cooling off. For individual auditor: one term of 5 years.
Q 14 PCAOB Hard

The PCAOB — Public Company Accounting Oversight Board — was established under:

  • ACadbury Report 1992
  • BSarbanes-Oxley Act 2002
  • CDodd-Frank Act 2010
  • DCompanies Act, India, 2013
View solution
Correct Option: B
PCAOB was set up under SOX 2002 to oversee auditors of public companies in the US.
Q 15 King Reports Hard

The King I, II, III, IV reports on corporate governance are associated with which country?

  • AUK
  • BUSA
  • CSouth Africa
  • DAustralia
View solution
Correct Option: C
Mervyn King's series of South African reports — I (1994), II (2002), III (2009 "apply or explain"), IV (2016 "apply and explain"). Pioneered integrated reporting.
Q 16 RPT Medium

Under SEBI LODR (as amended 2021), a Related-Party Transaction is *material* — requiring shareholder approval — if it crosses what threshold?

  • A5 % of consolidated turnover
  • B10 % of consolidated turnover
  • C20 % of standalone turnover
  • D50 % of net worth
View solution
Correct Option: B
SEBI LODR (Reg 23, 2021 amendment): RPT is *material* if it exceeds 10 % of consolidated turnover (was 10 % of consolidated turnover or ₹1 000 cr — whichever lower).
Q 17 Match committees Hard

Match the board committee with its Companies Act section:

(i) Audit Committee (a) Section 178
(ii) Nomination & Remuneration (b) Section 135
(iii) CSR Committee (c) Section 177
(iv) Stakeholders Relationship (d) Section 178
  • A(i)-(c), (ii)-(a), (iii)-(b), (iv)-(d)
  • B(i)-(a), (ii)-(b), (iii)-(c), (iv)-(d)
  • C(i)-(b), (ii)-(c), (iii)-(d), (iv)-(a)
  • D(i)-(d), (ii)-(c), (iii)-(b), (iv)-(a)
View solution
Correct Option: A
Audit — S.177; NRC — S.178; CSR — S.135; Stakeholders Relationship — S.178.
Q 18 Insider Trading Medium

A *vigil mechanism / whistle-blower policy* is required under:

  • ASection 135 of Companies Act
  • BSection 177(9) of Companies Act + Reg 22 of SEBI LODR
  • CSection 188 of Companies Act
  • DFEMA, 1999
View solution
Correct Option: B
Section 177(9) of the Companies Act + Reg 22 of SEBI LODR require a vigil mechanism / whistle-blower policy.
Q 19 Pre-1992 Hard

The intellectual foundation of corporate governance — *separation of ownership and control* in the modern corporation — was laid in 1932 by:

  • ABerle and Means
  • BJensen and Meckling
  • CCadbury
  • DAdam Smith
View solution
Correct Option: A
Adolf Berle and Gardiner Means, The Modern Corporation and Private Property (1932). Jensen-Meckling later gave it analytical formalism.
Q 20 Match committees-Indian Hard

Match the Indian governance committee with what it is best known for:

(i) Rahul Bajaj (1998) (a) Revised Clause 49 (2003)
(ii) K.M. Birla (1999) (b) First voluntary CG code (CII)
(iii) Narayana Murthy (2003) (c) 2017 SEBI overhaul
(iv) Uday Kotak (2017) (d) Originated Clause 49
  • A(i)-(b), (ii)-(d), (iii)-(a), (iv)-(c)
  • B(i)-(a), (ii)-(b), (iii)-(c), (iv)-(d)
  • C(i)-(c), (ii)-(d), (iii)-(b), (iv)-(a)
  • D(i)-(d), (ii)-(a), (iii)-(c), (iv)-(b)
View solution
Correct Option: A
Bajaj — first CII voluntary code; Birla — originated Clause 49; Murthy — revised Clause 49 (2003); Kotak — 2017 SEBI overhaul.

14.13.1 Advanced Format Questions

AR 1Assertion-ReasonHard

A: SEBI's LODR Regulations 2015 mandate at least one woman director on listed-company boards.
R: Top-1000 listed firms must have at least one independent woman director.

  • ABoth true; R explains A
  • BBoth true; R does not explain A
  • CA true, R false
  • DA false, R true
View solution
Correct Option: B
AR 2Assertion-ReasonMedium

A: Sarbanes-Oxley Act 2002 emerged after Enron.
R: SOX strengthened auditor independence and CEO/CFO certification.

  • ABoth true; R explains A
  • BBoth true; R does not explain A
  • CA true, R false
  • DA false, R true
View solution
Correct Option: A
S 1Statement-basedMedium

Indian governance committees: (i) Kumar Mangalam Birla. (ii) Narayana Murthy. (iii) Naresh Chandra. (iv) Uday Kotak (2017).

  • AAll four
  • B(i) and (ii) only
  • C(iii) and (iv) only
  • D(i), (ii), (iv) only
View solution
Correct Option: A
S 2Statement-basedHard

Board committees mandatory under Companies Act 2013: (i) Audit. (ii) Nomination & Remuneration. (iii) Stakeholders Relationship. (iv) CSR.

  • AAll four (for qualifying companies)
  • B(i) and (ii) only
  • C(i), (ii), (iii) only
  • D(ii) and (iv) only
View solution
Correct Option: A

14.14 Quick Recall

ImportantQuick recall
  • Definitions: Cadbury 1992 (“directed and controlled”); OECD 2015 (relationships); Murthy (trusteeship); King (ethics).
  • Pillars (TARF): Transparency · Accountability · Responsibility · Fairness; King adds Sustainability.
  • Foundations: Berle & Means 1932 (separation of ownership and control); Jensen-Meckling 1976 (agency theory); Donaldson-Davis 1991 (stewardship theory); Freeman 1984 (stakeholder).
  • Global reports: Cadbury 1992 (UK) · Greenbury 1995 · Hampel 1998 → Combined Code · King I-IV (SA, 1994–2016) · OECD Principles 1999/2004/2015/2023 — 6 chapters · SOX 2002 (US) — S.302, S.404, PCAOB · Higgs 2003 · Smith 2003.
  • India: CII Bajaj 1998 · Kumar Mangalam Birla 1999 → Clause 49 (2000) · Naresh Chandra 2002 · Narayana Murthy 2003 revised Clause 49 (2006) · Companies Act 2013 · LODR 2015 · Uday Kotak Committee 2017 → LODR amendments 2018.
  • Companies Act 2013 key sections: 134 · 135 (CSR) · 138 (Internal audit) · 139 (Auditor rotation: 5+5 / 10+10) · 149 (Board composition; 1 woman director; ≥ 1/3 independent) · 165 (Cap: 20 total / 10 public) · 166 (Director duties — 7) · 177 (Audit Cttee — 3 mins, 2/3 independent + vigil mechanism) · 178 (NRC + Stakeholders Cttee) · 188 (RPT) · 197 (11 % cap on remuneration) · 245 (Class action) · Schedule IV (IDs).
  • LODR 2015: Reg 17 (Board) · Reg 18 (Audit) · Reg 19 (NRC) · Reg 20 (Stakeholders) · Reg 21 (Risk Mgmt — top 1 000) · Reg 22 (Vigil mechanism) · Reg 23 (RPT — 10 % materiality) · Reg 25 (ID obligations) · Reg 34 (BRSR for top 1 000).
  • ID tenure: 2 × 5-year terms = 10 years max, then 3-year cooling off.
  • Companion regimes: Insider Trading Regs 2015 · IBC 2016 · DPDP 2023 · BRSR FY 2022-23.