The various committees formed by governments across the globe have helped a lot to

streamline corporate governance. The code of corporate governance set by the committees
contains the guidelines for the companies to strengthen their governance. It presents a
comprehensive set of norms on the composition and role of the board of directors,
relationships with the shareholders and the top management and auditing and disclosure of
financial as well as non-financial information.
The trend of developing corporate governance codes began in 1992 in the United Kingdom
following the report of the Cadbury Committee which presented the ‘Code of Best Practice’
for corporate governance. The movement for corporate governance evolved in response to the
failure of big corporations such as Maxwell Publishing group, BCCI Bank and Rolls Royce.
The recommendations included separating the roles of CEO and chairman, having a
minimum of three non‐executive directors on the board and the formulation of audit
committees. The Code also advocated that a more active role be taken by institutional
investors in the promotion of good practice in corporate governance. It created confidence
among the shareholders, customers & the suppliers. It improved leadership, transparency,
integrity and social accountability. The Cadbury Report quickly proliferated and became
internationally influential. It triggered successive waves of rethinking. The Cadbury report
proved to be a strong turn-around strategy for the UK economy. It served as a basis for
reform of corporate governance around the world.

The Cadbury Report focused attention on the board of directors as being the most important
corporate governance mechanism, requiring constant monitoring and assessment. However,
the accounting and auditing function were also shown to play an essential role in good
corporate governance, emphasizing the importance of the corporate transparency and
communication with shareholders and other stakeholders. Lastly, Cadbury's focus on the
importance of the institutional investors as the largest and most influential group of
shareholders has had a lasting impact. This more than any other initiative in corporate
governance reform has led to the shift of directors' dialogue towards greater accountability
and engagement with shareholders. Further, we consider that this move to greater shareholder
engagement has generated the more significant metamorphosis of corporate responsibilities
towards a range of stakeholders, encouraging greater corporate social responsibility in
general. There is no denying about the substantial impact the Cadbury Code has had on
corporate Britain and, indeed, on companies around the world.

The Greenbury Committee was set up by the Confederation of British Industry (CBI) under
the chairmanship of Sir Richard Greenbury to address the growing concern about the level of
directors’ remuneration. The committee was asked to identify good practice in determining
directors’ remuneration and to prepare a code of practice for UK companies. Its key themes
were: accountability, responsibility, full disclosure, alignment of director and shareholder
interests, and improved company performance. The Greenbury Report addressed the problem
of departing directors whose performance had not been noticeably successful, but who still
manage to leave the company with generous compensation for loss of office. Criticism has
been directed at the scale of some of the payments made and at their apparent lack of
justification in terms of performance. Some payments have been described as 'rewards for
failure'.

Hampel Committee on corporate governance was appointed in 1995 by the Financial

Reporting Council, London Stock Exchange, Confederation of British Industry and other
institutions of the UK . The Committee was set up to assess the progress of implementation
of Cadbury and Greenbury Committees recommendations, to review the Cadbury Code and
to promote the high standards of corporate governance for the companies listed at the London
Stock Exchange. An important contribution made by the Hampel Report was the emphasis
attributed to avoiding a prescriptive approach to corporate governance improvements and
recommendations. The Hampel Report emphasized the need to maintain principles-based,
voluntary approach to corporate governance rather than a more regulated and possibly
superficial approach. It was perceived by many that the report represented the interest of the
company directors more than those of shareholders and that much of the positive impact from
Cadbury Report was diluted by the Hampel Report. The Hampel Report has been
instrumental in encouraging an overhaul in the pension fund trustee's role.
As every coin has two sides, the reports of these committees had certain disadvantages too.
The need to comply with numerous corporate governance requirements is expensive and can
deflect directors from their main priority, which is running the business in the best interests of
the shareholders. Laying down of best practice takes away the independence to run business.
The Sarbanes-Oxley Act, 2002 is a United States federal law that introduced major changes
to the regulation of corporate governance and financial practice for all U.S. public company
boards, management and public accounting firms. The Act covers issues such as auditor
independence, corporate governance, internal control assessment and enhanced financial
disclosure. The Act calls for protection to those who have the courage to bring frauds to the
attention of those who have to handle frauds. But it ensures that such things are not left to the
individuals who may or may not choose to reveal them, it is better for the corporations to
appoint an officer with the responsibility to oversee compliance and ethical issues. Unless
corporate governance is integrated with strategic planning and shareholders are really willing
to bear the additional expenses that may be required, effective corporate governance cannot
be achieved. is a sincere attempt to address all the issues associated with corporate failures to
achieve quality governance and to restore investor's confidence. The Act was formulated to
protect investors by improving the accuracy and reliability of corporate disclosures, made
precious to the securities laws and for other purposes. The Act contains a number of
provisions that dramatically change the reporting and corporate director's governance
obligations of public companies, the directors and officers.

For the first time in the history of corporate governance in India, the Confederation of Indian
Industry (CII) framed a voluntary code of corporate governance for the listed companies,
which is known as CII Code of desirable corporate governance. Securities and Exchange
Board of India (SEBI) in 1999 set up a committee under Shri Kumar Mangalam Birla,
member SEBI Board, to promote and raise the standards of good corporate governance.
The primary objective of the K.M.Birla committee was to view corporate governance from
the perspective of the investors and shareholders and to prepare a ‘Code’ to suit the Indian
corporate environment. It covered issues such as protection of investor interest, promotion of
transparency, building international standards in terms of disclosure of information.
Consequent to the several corporate debacles in the USA in 2001, followed by the stringent
enactments of Sarbanes Oxley Act, Government of India appointed Naresh Chandra
Committee in 2002 to examine and recommended drastic amendments to the law pertaining
to auditor-client relationships and the role of independent directors. It extensively covered the
statuary auditor-company relationship, rotation of statutory audit firms/partners, procedure
for appointment of auditors and determination of audit fees, true and fair statement of
financial affairs of companies.
SEBI constituted N.R. Narayana Murthy Committee 
under the chairmanship of N.R. Narayana Murthy, chairman and mentor of Infosys, and
mandated the Committee to review the performance of corporate governance in India and
make appropriate recommendations. The Committee submitted its report in February 2003.  It
focused on responsibilities of audit committee, quality of financial disclosure, requiring
boards to assess and disclose business risks in the company’s annual reports.
The J.J. Irani Committee was constituted by the Government of India in December, 2004 to
evaluate the comments and suggestions received on ‘concept paper’ and provide
recommendations to the Government in making a simplified modern law. The Committee
submitted its report to the Government in May 2005, which is under consideration till date.
In a nutshell, I would like to conclude that the various committees formed by the government
have done justice in promoting, streamling and strengthening corporate governance all over
the globe.