Top Management and Corporate Governance

Secretarial practice; the manual of the Chartered Institute of Secretaries“The major players in the area of corporate governance, within the corporation are corporate board, shareholders and employees. Externally, the pace for corporate governance is set by the government as the regulator, customer, and lenders of finance and social ethos of our times. The scope and extent of corporate governance are set by the legal, financial and business framework. In essence, corporate governance is the system by which companies are directed and controlled. Board of directors are responsible for the governance of their enterprises.” – Corporate Governance: A Multi-faced Issue; The Chartered Secretary, May’97

As it is very clear from the above statement, people at the helm of affairs of an enterprise are responsible for the good governance of the enterprise. The Board of Directors are responsible for the governance of their enterprises, in a given economic, political and social environment. The role of the board and the shareholder is interactive in nature and therefore the quality of governance depends upon the level of interface established by them. The quality of the board also depends upon a number of other factors, such as its size, its composition in terms of number and proportion of whole-time and part time directors, the chairman of the board, power and position of the CEO, the merit and qualification of the directors, etc. In this unit we will try to find out the roles and responsibilities of the board and other executives for good governance.