Corporate governance is the system by which the board directs and oversees a company, management executes strategy, and decisions are documented and controlled. The applicable duties depend on company type, size, listing status and sector.
Current law before inherited content
The supplied draft was used as a topic brief, not as legal authority. Competitor promotions, duplicated wording, obsolete examples and unsupported claims have been removed. Always verify the effective notification and the facts of the transaction before acting.
Review status: Professional review pending. This general guide is not a legal opinion, tax computation, audit conclusion or filing instruction for a specific person.
Roles and accountability
Shareholders appoint directors; the board governs and oversees; management executes; committees provide focused scrutiny. Governance fails when these roles blur or founders treat company assets and decisions as personal.
Companies Act framework
Director duties, board meetings, interested-party disclosures, related-party transactions, audit committees, independent directors, financial reporting and statutory filings apply according to the company’s category and thresholds.
Listed and regulated entities
Listed companies must also follow SEBI LODR requirements, including board composition, committees, disclosures and related-party controls. Banks, NBFCs, insurers and other regulated entities face sector-specific rules.
Risk and internal control
Maintain a risk register, delegation matrix, approval thresholds, financial controls, cybersecurity oversight, whistleblower channels and internal or statutory audit plans proportionate to the business.
Conflict and stakeholder controls
Collect annual and event-based director disclosures, recuse conflicted decision-makers, benchmark related-party terms, protect minority interests and document the commercial rationale and approvals.
A practical governance calendar
Schedule board and committee meetings, statutory filings, policy reviews, director KYC, financial closes, audit, annual evaluations and action tracking. Governance is strongest when overdue items are visible and owned.
Need a fact-specific compliance review?
Map the applicable law, effective date, documents, filing route and ongoing obligations before relying on a general article.
Request a TargoLegal reviewFrequently asked questions
Do governance rules apply only to listed companies?
No. All companies have Companies Act duties; listed entities have additional requirements.
What do independent directors do?
They provide objective oversight where appointment requirements apply.
Is CSR mandatory for every company?
No. It applies only when statutory financial thresholds are met.
What is a governance calendar?
A schedule of meetings, filings, reviews, disclosures and action owners.
Can a founder approve related-party deals alone?
Applicable disclosures, board or member approvals and conflict controls must be checked.
