Corporate Governance India 2025

Introduction

Corporate governance is the rule, practice and procedures under which companies are managed and controlled. Good corporate governance is also becoming the pillar of investor confidence, sustainable growth, and global competitiveness which are being considered in India. According to a study conducted by Institutional Investor Advisory Services (IIAS), in 2025, for the first time, no BSE-100 company will be classified in the category of basic governance, showing an improvement across India Inc.

The regulatory, technological and stakeholder environment, however, is changing at a very high rate, implying that governance structures should follow suit.

Why Corporate Governance Matters

• Investor confidence: Good governance will mitigate the risks of fraud, mismanagement, or governance failure, thereby increasing investor confidence and access to capital.

• Sustainability & ESG: The G of ESG is Governance. With Environmental, Social and Governance disclosures being aggressive by Indian regulators, companies that have stronger governance are in a better position.

• Regulatory compliance: As the regulatory environment becomes more and more scrutinized (e.g., by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, Insolvency and Bankruptcy Board of India and so on), corporate governance frameworks serve as protection against fines.

• Operational resilience & risk management: Good governance assists companies to adjust to technological disruption, globalisation, stakeholder activism and other new risks.

Key Pillars of Corporate Governance in India

These are the building blocks any well-constructed governance structure in India should possess:

Recent Developments & Regulatory Reforms (2024-25)

Some of the major governance-related changes in India are:

• Business responsibility and sustainability reporting framework (BRSR) by SEBI is now more directly connected to governance standards, placing ESG policies in the mainstream rather than marginalised.

• The changes to the Companies Act, 2013 (through Companies (Accounts) Amendment Rules, etc.) are imposing more stringent disclosures: e-form reporting, machine-readable formatting of board and auditor reports, more disclosure of matters, including sexual harassment, internal audit trail.

• Technology is increasingly becoming more significant: “GovTech) and AI-based compliance, board monitoring, risk analytics and governance.

• The situation is better with proxy advisors and studies (such as IiAS): the median score of governance is increased; there are no leading companies on the lowest score in 2025.

• The regulatory landscape is stricter: Organisations become more closely monitored by the laws of data protection (Digital Personal Data Protection Act, 2023), insolvency regulations and competition regulations.

Emerging Governance Trends for 2025

In the future, the following trends will define the way corporate governance is perceived in India:

• Technology-enabled governance: Use of AI, data analytics for board decision-making, risk monitoring and compliance automation.

• ESG & sustainability embedded in governance: Governance frameworks are integrating climate risk, social impact, and stakeholder-centric policies, not just financial management.

• Board diversity and skill sets: In addition to independent boards, companies are also paying attention to digital skills, sustainability knowledge and international outlooks in the board.

• Stakeholder-centric governance: Change the shareholder-based approach to a more comprehensive approach to stakeholders (employees, community, environment).

• Data governance & cyber-risk: As digital transformation takes place, the board gains the responsibility of data governance, AI ethics, algorithmic risk, and cyber-fraud.

• Transparent related-party and promoter governance: Promoter-based firms will require better independent control, as a deterrent to historical governance lapses.

• Governance of family-owned and start-ups: This is a governance model that is changing at an accelerated rate as Indian start-ups grow in scale.

Challenges and Governance Risks in India

Even with improvements, there are issues:

• Promoter control & poor board independence: In most Indian firms, founders/promoters retain significant control, which can restrict scrutiny.

• Implementation gap: Even where regulations are in place, application of governance practices (audit committees, disclosures) can trail.

• Data disclosure & quality of disclosures: Non-financial disclosures, consistency of ESG data, and audit quality are still a worry.

• Tech & cyber risk: Governance structures must catch up with digital threats (data breaches, abuse of AI, algorithmic discrimination).

• Smaller companies & MSMEs: Governance procedures in mid-cap and smaller firms tend to be less advanced compared to large listed firms.

• Growth vs governance: High-growth firms might be so focused on size that they compromise on controls and end up having poor governance.

What Companies Should Do to Strengthen Governance

For firms that wish to develop stronger governance structures, here is a pragmatic guide:

• Improve board performance : provide the correct balance of capabilities (digital, ESG, international), independent thought, role clarity between board and management.

• Step up on disclosure practices : go beyond compliance, take up voluntary reporting of strategy, risk, culture, ESG metrics; use machine-readable and near-real-time reporting where feasible.

• Spend on technology for governance : governance dashboards, risk analytics, AI-based models for audit and compliance, cyber-governance solutions.

• Embedded ESG in governance : board governance of climate risk, diversity, respect for stakeholder rights; infused in business strategy and governance agenda.

• Enforce risk, audit, compliance capabilities : independent internal audit, robust audit committees, whistle-blower protections, and periodic board review of control frameworks.

• Promoter & related-party governance : enhance independent director supervision, restrict conflict of interest, complete transparency of related-party transactions.

• Culture & ethics : tone at the top set by board, ethical conduct, zero tolerance for fraud, strong whistle-blower mechanism, ethical orientation.

• Regular training & assessment : board education, regular review of governance practices, scenario-testing for emerging risks (cyber, AI, climate).

• Transparent stakeholder interaction : involve shareholders, analysts, employees and community, use digital platform for interaction and disclosure.

• Align governance with international standards : for firms having foreign investors or international operations, align with international governance frameworks (OECD, ISSB, etc.) and investor expectations.

Measuring Governance Outcomes

Firms must track key indicators to evaluate governance health:

• Board composition (% independent, women, digital/ESG skills)

• Frequency and attendance at audit & risk committee meetings

• Time to resolve audit matters, material related-party transactions

• ESG score/reports published, BRSR

• Governance scorecards (e.g., IiAS scores) Indian firms recorded median ~61 in 2025.

• Material governance events (fraud, whistle-blower complaints, regulatory actions)

• Stakeholder feedback, employee surveys, investor relations.

Conclusion

In 2025, Indian corporate governance stands at a turning point: regulation systems are stronger, regulator oversight is greater, stakeholder expectations are higher, and technology is facilitating new governance opportunities.

For Indian businesses, governance is no longer merely "comply and forget", it's about deliberately instilling governance in the manner of doing business, managing risk, and sustainably creating value.

The firms that are able to successfully navigate this change will reap increased credibility, increased access to capital, enhanced stakeholder trust, and a competitive edge in the global marketplace.

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