This book examines the legal duties of Directors Of Public Companies in the light of the stakeholder approach to the firm. It considers the theory that directors are not simply agents of corporate shareholders,but have a duty to take into consideration and, where appropriate, balance the interests of several constituencies, each of which has a legitimate stake in the company, its activities and its development. This book is essentially the first to relate the stakeholding arguments and Third Way politics, as popularised by commentators such as Will Hutton and Anthony Giddens, to the prospects for reform of company law in an authoritative but accessible format. It is an ideal text for company law, business and politics students, both undergraduate and postgraduate, and will also provide companies with a straightforward and welcome guide to this often complex area, particularly to the important issues of accountability and regulation.
NOTE ABOUT BOOK I am thrilled to present to you my latest publication, “Independent Directors - Legal Perspective in Public Listed Companies in India." This book is a comprehensive guide that aims to demystify the role of independent directors within the Indian corporate governance framework and provide valuable insights into the legal aspects they need to navigate. In today's dynamic business environment, independent directors play a crucial role in promoting transparency, accountability, and good governance practices. This book sheds light on the legal framework governing independent directors in India, equipping them with the knowledge and understanding necessary to fulfill their responsibilities effectively. Here's what you can expect from this book: 1. Understanding the Role: I started by exploring the significance of independent directors and their distinct role in corporate governance. I delve into their fiduciary duties, responsibilities, and the expectations placed upon them by regulators, shareholders, and other stakeholders. 2. Legal Framework: I have provided a comprehensive overview of the legal framework that governs independent directors in India. I have explained the relevant provisions of the Companies Act, SEBI regulations, and other applicable laws, ensuring clarity and understanding. 3. Appointment and Qualification: This section covers the process of appointing independent directors, the eligibility criteria, and the procedures to be followed. I have discussed the importance of independence, integrity, and expertise in ensuring the effectiveness of independent directors. 4. Rights and Liabilities: I have examined the rights and protections available to independent directors, as well as the potential liabilities they may face. I also highlight the importance of due diligence, ethical conduct, and disclosure obligations to mitigate legal risks. 5. Board Dynamics and Decision-Making: Here, I delve into the dynamics of the boardroom, emphasizing the role of independent directors in board discussions, decision-making, and conflict resolution. I provide practical insights on how independent directors can effectively contribute to board processes. 6. Corporate Compliance and Ethics: This section focuses on the compliance responsibilities of independent directors, including their role in overseeing corporate ethics, internal controls, and risk management. I have outlined best practices and provide guidance on ensuring compliance with legal and regulatory requirements. 7. Role in Auditing and Financial Reporting: I have explored the crucial role independent directors’ play in auditing, financial reporting, and ensuring accurate and transparent financial statements. I have discussed their responsibilities in relation to internal and external audits, financial disclosures, and the prevention of fraudulent practices. 8. Corporate Social Responsibility (CSR): Lastly, I have addressed the growing importance of CSR and the role of independent directors in driving CSR initiatives within public listed companies. I have discussed the legal obligations, reporting requirements, and the positive impact independent directors can have on sustainable and responsible business practices. Throughout the book, I have presented real-life case studies, practical examples, and expert insights to enhance your understanding of the legal perspective of independent directors in Indian public listed companies. My aim is to empower independent directors with the knowledge and tools they need to navigate the legal landscape effectively, contribute to good governance, and uphold the interests of stakeholders. I hope that this book will serves as a valuable resource for independent directors, aspiring directors, corporate professionals, and anyone interested in corporate governance practices in India.
"The Director's Handbook is published by the Institute of Directors (IoD) in association with law firm Pinsent Masons. It is not a legal text book; it is a practical resource for those who run companies and need to understand the ever-changing legal and regulatory environment in which they operate. All companies - large or small, public or private - and many other organisations too, will find it useful."--BOOK JACKET.
Expanded and completely reorganized to meet the needs of today's increasingly prescriptive environment, Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements is your one-stop center for expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. The enhanced Deskbook provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are current shareholder relations, including the prevalence, SEC-profile and outcome of common shareholder proposals, an analysis of proxy-advisor withhold recommendations and a comprehensive activist update. Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, Third Edition is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.
Public Companies and Equity Finance offers a clear and practical examination of the legal and regulatory framework within which public companies operate.
