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Corporate governance is part of an economy's system which has today become the most important mechanism for resource allocation. It is affected by capital market, block holders, institutional investors, proxy wars, company law and capital market regulations, and many other macro-economic as well as political factors. Historical evolution of corporate governance naturally has a bearing on current developments. This book is an attempt to weave these factors together coherently.Much of the concerned literature revolves around the agency problem, while in developing countries expropriation of small shareholders is the governance problem. However, shareholder activism is not likely to resolve the issue. Many more measures, from audit committees of the board, rigorous disclosures, exercise of voting rights by institutional investors, strict monitoring by capital market regulator to takeover bids are required to ensure corporate accountability.ContentsPreface1 Corporate Governance: Placing the IssuesIntroductionBackdrop: change in 'real' factorImportance of Corporate GivernanceSome DefinitionsPrinciples of Corporate GovernancePart I2 Major Corporate Governance SystemsAmerican Corporate Governance Systems- Brief Historical BackgroundBritihs Corporate Governance System- Brief Historical Background German Corporate Givernance System- Brief Historical BackgroundJapanese Corporate Governance System- Brief Historical BackgroundConclusion3 Anglo-American Corporate Governance SystemBoard of Directors StructureExecutive CompensationOwnership StructureFinancial StructureInstitutional FrameworkDisclosure of InformationVoting Rights of ShareholdersVoting by Proxy and Proxy ContestsTakeovers and Takeover DefensesAppendix I: History of Voting Rights of ShareholdersAppendix II: Shareholders' Voting Rights in USA in Twentieth Century4 Perspectives and Models of Corporate Governance Three PerspectivesImportant QuestionsTheory of Corporate Governance- Insights from Transaction Cost Economics- Insights from Contract TheoryModels of Corporate Governance- Principal-agent model- Myopic Market Model- Polictical Economy ModelCoclusion5 indian Corporate Governance: A ReviewHistorical Heritage: the beginningHistorical Heritage: Independence to 1980sFrom 1990 till dateChanges in Company FinanceIndian Corporate Governance System TodayAppendix I: Some Data on Equity OwnershipPart II6 Board of Directors: The Topmost Internal Governance MechanismIntroductionFunctions of the BoardRole and WorkingElection and CompositionSize of the BoardBoard ChairmanTerm of OfficeCompensation of DirectorsBoard Committees- Audit Committee- Nomination Committee- Remuneration/ Compensation CommitteeEvaluation of Board PerformanceSome Suggestions for ImprovementIndian BoardsNominee DirectorsCurrent ChangesAppendix: Kumar Managalam Birla Committee on Corporate Governance7 Institutional Investors: Much Ado About Nothing?The IssueStructure and Investment Policies of Institutional InvestorsIntervention by Institutional InvestorsForms of InterventionA Brief Review of Development in the USA and the UK- The USA- The UKCalPERS in Corporate Governance MovementSituation in IndiaUnit Trust of India (UTI)Appendix: Mutual Funds and Corporate Governance8 Political Economy of Indian Corporate GovernanceUnderstanding Indian RealityResponse of Indian Business Houses- Articulation of Interest- Business RestructuringChanges in Capital MarketComing Back to Corporate Governance in IndiaBibliography