Preface

It gives me great pleasure to place Corporate Governance: Principles, Policies and Practices in the hands of teachers, students and other interested readers. As a college teacher of economics, I developed an interest in India’s industrial growth and all connected issues. After almost two decades as a professor, I moved to industry and was able to observe, at close quarters, how companies were run and how often they were misgoverned.

This exposure to developments in the corporate world prompted me to pen a well-received article “Corporate Governance—The Time for a Metamorphosis” in The Hindu in July 1997. Corporate governance was, at this time, gaining currency among stakeholders. When I returned to academics soon thereafter, I got an opportunity to teach a course on corporate governance at the Loyola Institute of Business Administration (LIBA). I realised then that though there were many books on the subject, almost all of them dealt with specific areas, like the role of directors or compensation for managers. There was not a single book that catered to the all-inclusive needs of postgraduate commerce, economics or management students in an elective (3–4 credit) course on corporate governance (an increasingly popular option). My students encouraged me to write a book that would contain in one volume all the material they would normally have to collect from diverse sources.

Having realised the need for a comprehensive book on corporate governance for not only students, but also researchers, scholars of issues relating to company management, and general readers, I have attempted to provide an in-depth analysis of the subject in a single volume. This text covers the emergence of the concept of corporate governance, the manner in which it was crystallised into a subject of significance, its various problems and issues, its constituents, and how it is being implemented, both in India and abroad.

This book also presents a comparative study of how various countries approach the concept, how they have institutionalised mechanisms for governance, and where they are headed. It addresses multi-dimensional perspectives—of shareholders and other stakeholders like employees, regulators, environmentalists, creditors, the government, and society at large.

The text has been written with the beginner and general reader in mind. Simple, yet lucid, language is used to explain concepts and theories, and illustrations are provided wherever necessary. For those not familiar with economic, commercial, and corporate jargon, a glossary of terms is provided at the end of the book. Likewise, a list of acronyms and their expansions is also provided.

For researchers and advanced learners too, this book provides ample material. An exhaustive reference of books, magazines and journals on the subject is included to facilitate research. Likewise, a long list of Web sites, containing a wealth of material, has been added along with guidelines on corporate governance and quick links to what has been done by governments, international organisations, NGOs and industry federations.

This book is written in a way that would be highly helpful for those who teach the subject. It offers comprehensive coverage of the subject, while never overstressing or elaborating the trivial. Fifteen case studies, appended to appropriate chapters, will enable professors to guide their students effectively.

I am fully aware that this book will serve its purpose only if it fulfils every need of students, teachers and other readers. While I request their indulgence for any error or flaw found in the book, I also solicit their opinions, reviews, comments and suggestions to improve the successive editions of the book.

A. C. Fernando