LIJDLR

Corporate Governance

CORPORATE GOVERNANCE AND CORPORATE ACCOUNTABILITY IN INDIA: A CRITICAL ANALYSIS UNDER THE COMPANIES ACT 2013

Volume IV Issue I /

CORPORATE GOVERNANCE AND CORPORATE ACCOUNTABILITY IN INDIA: A CRITICAL ANALYSIS UNDER THE COMPANIES ACT 2013 Aleena. B. Alex, LLM (Business Law), 2nd Semester Student at Amity Institute of Advanced Legal Studies, Amity University (Noida) (India) Download Manuscript doi.org/10.70183/lijdlr.2026.v04.66 The role of corporate governance in ensuring transparency, accountability and responsible management of corporations is an extremely important one. Corporate Governance consists of the whole system of rules, practices and processes by which a company is directed and controlled. The idea behind effective corporate governance is to protect the interests of shareholders and all stakeholders, as well as to encourage ethical behavior in the business community. In India, corporate governance has evolved with the enactment of the Companies Act 2013, which contains numerous provisions for improving corporate accountability and transparency in corporate operations, and therefore enhancing the overall governance framework in the country. The enactment of the Act includes several major governance mechanisms, such as the appointment of independent directors, the establishment of board committees and improved requirements for disclosure of information. These governance mechanisms have been incorporated into the Act to improve decision making within corporations and to provide companies with a structure to carry out their businesses in a transparent and responsible manner. However, despite having established several of these important legal governance mechanisms, the ongoing issues with respect to corporate mismanagement, a lack of transparency, and weak enforcement mechanisms are calling into question the adequacy of the existing governance practices for corporations in India. The objective of this research is to investigate the impact of corporate governance on corporate accountability, specifically under the context of the Companies Act 2013. This paper provides a critical analysis of the different governance mechanisms prescribed in the Act and assesses their ability to promote responsible behavior by corporations through effective means of enforcement. Additionally, this study discusses the challenges associated with implementing corporate governance principles and stresses the need for regulatory enforcement, improved compliance initiatives, and increased regulation to enhance accountability in Indian businesses.

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CORPORATE GOVERNANCE REFORMS AND THEIR IMPACT ON BUSINESS PRACTICES

Volume III Issue IV /

CORPORATE GOVERNANCE REFORMS AND THEIR IMPACT ON BUSINESS PRACTICES Gunjan Madaan, LLM Student, School of Law, IILM University, Greater Noida (India) Download Manuscript doi.org/10.70183/lijdlr.2025.v03.221 This paper examines the evolution of corporate governance changes in India, their impact on business performance, and the implementation challenges they pose. India’s corporate governance reforms have reached a crossroads. Although the changes have noble intentions, it’s important to seek holistic solutions that address India’s unique difficulties. Corporate governance reforms have been implemented in recent years to increase openness and accountability in business activities, including stronger disclosure standards, board independence, and regulatory supervision. Corporate governance reforms strive to improve various practices and processes. Reforms typically involve board independence, executive compensation, shareholder rights, disclosure, and regulatory monitoring. The study explores the link between corporate governance reforms and their effects on business practices in modern corporate structures. Governance changes have been implemented around the world in recent decades to improve corporate transparency, accountability, and ethical conduct. This study will look at how such reforms affect managerial decisions, stakeholder relationships, financial performance, and overall corporate culture. Efforts to improve corporate governance procedures have increased in response to frequent scams and failures on the global corporate map. India has expanded its legal framework to line with industrialized countries’ corporate governance rules. However, achieving good governance and assuring results remains a major priority for stakeholders today. This study uses a descriptive qualitative approach to assess significant governance reforms, such as Clause 49, by reviewing relevant scholarly articles, industry reports, and regulatory documents.  The Companies Act of 2013 and the Securities and Exchange Board of India’s Listing Obligations and Disclosure Requirements Regulations (2015) are both applicable. Although corporate governance in Indian corporations has improved, there has been a decrease in the number of independent directors appointed to boards since the second reform phase. Corporate governance improvements can improve shareholder value by increasing accountability, transparency, and investor confidence, but their effectiveness varies according on circumstances. This analysis examines how governance methods improve openness, accountability, and investor trust, offering valuable insights for policymakers, regulators, and practitioners to optimize corporate governance systems. The findings could help policymakers, regulators, and firms promote sustainable and transparent governance practices.

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INDEPENDENT DIRECTORS AND THE GREEN AGENDA: ALIGNING PHILIPPINE CORPORATE GOVERNANCE WITH GLOBAL ENVIRONMENTAL GOALS

Volume III Issue IV /

INDEPENDENT DIRECTORS AND THE GREEN AGENDA: ALIGNING PHILIPPINE CORPORATE GOVERNANCE WITH GLOBAL ENVIRONMENTAL GOALS Darren J. Gonzales, Associate Professor, John Wesley School of Law and Governance Wesleyan University-Philippines Download Manuscript doi.org/10.70183/lijdlr.2025.v03.129 Corporate governance is undergoing a profound transformation as environmental, social, and governance (ESG) principles redefine how corporations are expected to operate within global markets. Traditional notions of governance, once centered primarily on shareholder value and profit maximization, are now being reimagined to include broader responsibilities toward society and the environment. This global shift recognizes that sustainable business practices are no longer optional moral aspirations but essential conditions for long-term corporate viability. The Philippines, while progressive in enacting the Revised Corporation Code of 2019 and the Securities and Exchange Commission (SEC) Code of Corporate Governance, continues to emphasize financial performance and shareholder protection over sustainability and stakeholder accountability. Although these frameworks mandate transparency, ethical conduct, and board independence, they remain largely silent on the environmental dimension of corporate responsibility. Independent directors appointed to safeguard fairness, integrity, and objectivity in board decision represent an untapped opportunity to advance the corporate “green agenda” by ensuring that environmental considerations form part of strategic governance. This research explores how independent directors can serve as catalysts for aligning Philippine corporate governance practices with global environmental goals. It employs doctrinal and comparative legal analysis to examine whether the fiduciary duties of independent directors under Philippine law can be interpreted to include environmental stewardship. By comparing the Philippine framework with international models such as the UK Corporate Governance Code, the U.S. Sarbanes-Oxley Act, and ASEAN sustainability frameworks, the study identifies best practices that could inform legal and policy reform. Ultimately, the research argues that empowering independent directors with an explicit sustainability mandate would strengthen corporate accountability, enhance investor confidence, and contribute to the realization of the United Nations Sustainable Development Goals (UN SDGs). In doing so, it reimagines corporate governance not merely as a tool for market regulation but as an essential instrument for environmental protection and national development.

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CORPORATE COMPLIANCE IN THE ERA OF DATA PROTECTION AND CYBERSECURITY LAWS

Volume III Issue IV /

CORPORATE COMPLIANCE IN THE ERA OF DATA PROTECTION AND CYBERSECURITY LAWS Rajat Sharma, LLM Student at Geeta Institute of Law (India) Download Manuscript doi.org/10.70183/lijdlr.2025.v03.127 The digital transformation of corporate ecosystems has fundamentally reshaped compliance obligations, particularly in the domains of data protection and cybersecurity. This research paper titled “Corporate Compliance in the Era of Data Protection and Cybersecurity Laws” examines the evolving legal landscape governing corporate accountability in India under the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and related regulatory frameworks. It explores how corporate governance, ethical responsibility, and fiduciary obligations intersect with data protection mandates, requiring businesses to adopt privacy-by-design and risk-based compliance systems. The study further analyses international frameworks such as the EU’s GDPR, UK Data Protection Act, 2018, and US sectoral models, comparing their influence on India’s compliance regime. Emphasis is placed on corporate liability, enforcement mechanisms, cybersecurity risk management, and cross-border data transfer obligations. The paper concludes that an integrated governance model-rooted in ethics, transparency, and accountability-is vital for sustaining trust and resilience in the digital economy. The research adopts a doctrinal methodology, using statutory interpretation, judicial precedents, and comparative legal analysis to propose reforms that strengthen compliance culture and align Indian corporate regulation with global data protection standards.

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NAVIGATING CORPORATE COMPLEXITIES THE DIVERGENCE OF COMPANY LAW FROM GENERAL LEGAL PRINCIPLES

Volume II Issue IV /

NAVIGATING CORPORATE COMPLEXITIES THE DIVERGENCE OF COMPANY LAW FROM GENERAL LEGAL PRINCIPLES Sania S. Bafna, B. B. A. LL.B. (Hons.), Jindal Global Law School Download Manuscript doi.org/10.70183/lijdlr.2024.v02.58 This paper explores the distinct nature of Company Law, which diverges from general legal principles through the implementation of specialized rules that supersede broader statutory frameworks. The focus is on how these unique provisions, tailored to address corporate complexities such as governance structures, shareholder rights, and board accountability, create a distinct legal environment for corporate entities. The analysis is centered around the Companies Act, 2013 (India), particularly sections 166 (Duties of Directors) and 179 (Powers of the Board), which exemplify how company law overrides general legal principles in favor of detailed, corporation-specific regulations. The landmark case Salomon v. A. Salomon & Co. Ltd.[1] Is used to demonstrate the principle of separate legal personality, illustrating a key divergence from traditional legal doctrines, particularly in matters of liability and corporate autonomy. The study further examines the corporate veil doctrine, exploring its application through cases such as Adams v. Cape Industries Plc.[2] and Prest v. Petrodel Resources Ltd.,[3] To understand the circumstances under which courts may pierce the corporate veil, revealing the interplay between specialized company law provisions and general legal principles. A comparative analysis of regulatory frameworks in India, the UK, and the US is conducted to assess how specific statutory exceptions influence corporate governance and board accountability. This paper draws on authoritative texts like Gower’s Principles of Modern Company Law and Bainbridge’s Corporate Law: Theory and Practice to frame these deviations within a broader legal context. The hypothesis guiding this paper is that the specialized nature of company law, particularly its statutory exceptions and detailed regulations, reflects a deliberate legal strategy to balance corporate autonomy with accountability. By prioritizing tailored governance structures over-generalized legal frameworks, company law not only addresses the unique needs of corporate entities but also poses significant implications for the coherence and consistency of the broader legal system. The paper concludes by evaluating these implications, considering whether the exceptions in company law strike an effective balance between specialized regulation and general legal principles, or whether they create unintended complexities within the legal landscape. Type Information Research Paper LawFoyer International Journal of Doctrinal Legal Research, Volume II, Issue IV, Page 357-375. Creative Commons Copyright This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License. © Authors, 2024

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NEED AND PURPOSE OF INTERPRETATION OF STATUTES

Volume II Issue I /

NEED AND PURPOSE OF INTERPRETATION OF STATUTES Asmita Shrivastava, Student at Narsee Monjee Institute of Management Studies, Indore Download Manuscript ABSTRACT Interpretation of statutes is a technique of giving the enactment’s words their standard, natural meaning in order to discover the actual meaning of it. It is the method of determining the actual meaning of the statute’s words. Since the courts are not allowed to interpret cases arbitrarily, numerous principles have emerged as a result of their ongoing activities. These guidelines are at times referred to as “rules of interpretation”. There are four rules of interpretation of statutes that have been utilized by courts in the process of interpreting the statutes in various landmark judgements. These are the literal rule of interpretation, mischief rule of interpretation, golden rule of interpretation and the rule of harmonious construction. The literal rule is also known as the plain reading rule, which gives the original, natural and precise meaning of the words used in the statute without any inclusion or replacement of words. The mischief rule is also known as the Heydon’s rule, which aims to determine the mischief and defects in the statute and find out a remedy to cure the mischief and defects of the statute. The golden rule is also known as the British rule, which allows flexibility in the process of interpretation by permitting deviations from the exact meaning of the words that result in absurd outcomes. The rule of harmonious construction is also known as the thumb rule of interpretation, which is used for harmonizing the two provisions of a statute in case of a conflict between them in such a way that neither of their interests are nullified and maximum benefit can be derived from them. Interpretation is a widely recognized activity that holds significant value. The interpretation of laws is essential for comprehending obscure language, executing the law in particular circumstances, to settle conflicts, and upholding uniformity. Type Information Research Paper LawFoyer International Journal of Doctrinal Legal Research, Volume II, Issue I, Page 381-397. Creative Commons Copyright This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License. Copyright © LIJDLR 2024

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THE ROLE OF CORPORATE GOVERNANCE IN MANAGING CYBERSECURITY RISKS: A COMPREHENSIVE ANALYSIS

Volume II Issue I /

THE ROLE OF CORPORATE GOVERNANCE IN MANAGING CYBERSECURITY RISKS: A COMPREHENSIVE ANALYSIS Kashish Agarwal, Bcom/LLB/ 3year/ 6 semester student. Mohit Shah, Bcom/LLB/ 3year/ 6 semester student. Download Manuscript ABSTRACT Cybersecurity risks have become increasingly prevalent and impactful in the modern business landscape, posing significant threats to organizations’ operations, finances, and reputation. As a result, effective management of cybersecurity risks has become a critical priority for businesses across industries. This research paper explores the role of corporate governance in addressing and mitigating cybersecurity risks comprehensively. Drawing on a diverse range of scholarly literature, industry reports, and case studies, this paper provides an in-depth analysis of how corporate governance practices influence an organization’s ability to manage cybersecurity risks effectively. The study examines the roles and responsibilities of boards of directors, executive management, and other stakeholders in setting the tone for cybersecurity governance within an organization. It explores the importance of integrating cybersecurity considerations into corporate strategy, risk management processes, and internal controls. Furthermore, the paper discusses the impact of regulatory requirements, industry standards, and best practices on shaping cybersecurity governance frameworks. Through the synthesis of empirical evidence and practical insights, this analysis offers valuable recommendations for enhancing cybersecurity governance practices to strengthen organizational resilience against cyber threats. Type Information Research Paper LawFoyer International Journal of Doctrinal Legal Research, Volume II, Issue I, Page 352-380. Creative Commons Copyright This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License. Copyright © LIJDLR 2024

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ROLE OF INDEPENDENT DIRECTOR IN CORPORATE GOVERNANCE

Volume I Issue III /

ROLE OF INDEPENDENT DIRECTOR IN CORPORATE GOVERNANCE Nancy Singh Suryavanshi, 4th year BA LLB (Hons.) student at Narsee Monjee Institute of Management Studies, Bengaluru. Download Manuscript ABSTRACT This article aimed to identify the different concepts of IDs in corporate governance. The term “corporate governance” refers to the structure for managing and overseeing a company. “ID” refers to board members who are not directly affiliated with the company or its administration. In addition to balancing the board’s authority with that of senior management, IDs are brought in to ensure that all board decisions are made from a fair and balanced vantage point. Particularly in publicly traded companies with ownership and control being kept separate, where IDs play a crucial role in corporate administration. In the backdrop of high-profile corporate scandals, the role and effectiveness of IDs in corporate governance have come under scrutiny in recent years. This research paper talks about the function of the ID in the context of corporate governance and its role, legal responsibility, and liabilities. The paper also discusses the challenges faced by IDs in carrying out their duties, such as the potential for conflict with other board members or the need to balance their obligations to different stakeholders, with a comparative analysis between IDs and Executive directors. Additionally, the abstract highlights the benefits that IDs bring to an organization, including increased transparency and accountability, improved decision-making, and enhanced investor confidence. Type Information Research Paper LawFoyer International Journal of Doctrinal Legal Research, Volume I, Issue III, Page 167- 184. Creative Commons Copyright This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License. Copyright © LIJDLR 2023 Recent content ROLE OF INDEPENDENT DIRECTOR IN CORPORATE GOVERNANCE Water Rights And Climate Change: An Analysis Of Transboundary Water Conflicts Amidst Environmental Challenges In The Indus Region With Specific Reference To The Indus Waters Treaty Of 1960 Alternative Dispute Resolution Mechanism In India: Limitations And Recommendations Parallel Paths: Analysing The Overlapping Jurisdiction Of Cci And Sectoral Regulators In India CONTEMPORARY CONSTITUTIONAL CHALLENGES IN INDIA : AN ANALYSIS OF KEY ISSUES ADMINISTRATION OF A NON-GOVERNMENTAL ORGANISATION

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