Corporate Governance Services | Board Governance

Corporate governance is the system of rules and practices that direct and control a company, balancing the interests of shareholders, management, and other stakeholders.

Good governance builds investor confidence, ensures regulatory compliance, reduces risk of fraud, and promotes long-term sustainable growth. It is especially critical for listed companies.

Key requirements include minimum board size, independent directors for certain classes, mandatory committees (Audit, Nomination, CSR), regular board meetings, and statutory disclosures.

Private companies have lighter governance requirements. Public listed companies must comply with additional SEBI regulations including LODR, independent director requirements, and extensive disclosures.

For listed companies: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and CSR Committee (if applicable). For large unlisted public companies, Audit Committee is mandatory.

Independent directors bring independent judgment on issues like strategy, performance, and appointments. They must comprise at least 50% of the board for listed companies and must meet specific independence criteria.

The Companies Act requires a minimum of 4 board meetings per year, with not more than 120 days between two consecutive meetings. The first meeting must be held within 30 days of incorporation.

Key policies include: Code of Conduct, Whistleblower Policy, Related Party Transaction Policy, Corporate Social Responsibility Policy, and Dividend Distribution Policy (for listed companies).

SEBI LODR (Listing Obligations and Disclosure Requirements) regulations mandate governance and disclosure standards for listed companies, covering board composition, corporate disclosures, and shareholder rights.

Start with a governance assessment to identify gaps, then implement a structured framework including policies, committees, board evaluation, and ongoing compliance monitoring.