Legal analysis of the composition of board of directors in the corporate governance of listed companies : a comparative study of India and the UK

Virk, Dilpreet (2023) Legal analysis of the composition of board of directors in the corporate governance of listed companies : a comparative study of India and the UK. (PhD thesis), Kingston University, .

Abstract

Companies play an essential role in today's world, specifically listed companies. These corporations have an impact not only on their shareholders but also on various stakeholders, ranging from customers to environmentalists. Corporate governance is an essential element for the sustenance of large listed companies. It is among the fundamental determinants of business that induces or impacts all stakeholders' profitability, growth and long-term sustainability. One of the main concerns of the Indian Companies Act 2013 is to strengthen corporate governance. Concepts of including women and independent directors in the composition of the board of directors of companies did not evolve in India. The influence of the developments in the UK's corporate governance, specifically the Cadbury Report 1992, is observed. This transplantation doubts the workability of women and independent directors in Indian corporate governance. By relating evidence from research studies, it is found that the present Indian legislation on the composition of boards of directors does not strengthen India's corporate governance and is ineffective; instead, these are frequently utilised as mere tokens. Therefore, some changes are required for efficient implementation. This thesis argues that these concepts of corporate governance, bringing changes to the composition of the board of directors, must be reconsidered in light of evolving trends. Also, the transplantation of the reforms should not be encouraged without objectively considering the reason for introducing a concept in the country from where the reform is originally introduced. As a result, companies will be encouraged to adopt the concepts by incorporating them into their culture for the long-term benefit of all stakeholders.

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