Corporate Governance as the Non-Negotiable Foundation of ESG Value
Author- Vidya Shruti, Chanakya National Law University
Abstract
The integration of Environmental, Social, and Governance (ESG) criteria has fundamentally reshaped corporate accountability, making it a mandatory consideration for global capital allocation. This study investigates the critical, yet often underestimated, role of Corporate Governance (CG) — the ‘G’ component — as the essential structural determinant for achieving genuine and verifiable sustainability outcomes. Governance is the operational mechanism responsible for extending fiduciary duty beyond shareholder primacy to encompass all stakeholders. The research identifies pervasive conflicts between the theoretical ideal of Stakeholder capitalism and the pragmatic reality of managerial Agency, which frequently manifest as governance risks, including greenwashing and short-term Exploitation. Through a comparative analysis of corporate behaviour from the governance excellence of Infosys and the global leadership of Schneider Electric, to the catastrophic failure of Satyam Computer Services the report demonstrates that structural integrity, ethical oversight, and robust accountability mechanisms are non-negotiable prerequisites for preventing corporate malfeasance and ensuring long-term value creation. The findings mandate the implementation of unified, values-driven governance systems that actively replace short-term managerial financial incentives with rigorous, ethical stewardship protocols, enforced by frameworks like India’s BRSR.
Aim: To systematically understand the pivotal function of Corporate Governance mechanisms in driving authentic Environmental and Social sustainability outcomes (ESG), focusing on structural integrity and ethical mandates.
Objective: To critically analyse the inherent conflicts between conceptual CG frameworks (Agency vs. Stakeholder Theory) and the operational reality of ESG implementation across diverse corporate environments.
Methodology: Comparative analysis of three distinct company case studies: An Indian governance exemplar (Infosys), an Indian market failure due to governance flaws (Satyam), and a global ESG leader (Schneider Electric), using official disclosures to test the core hypothesis.
Result: Effective corporate governance (characterized by board independence, ethical oversight, and dedicated ESG committees) is a necessary prerequisite and catalyst for achieving verifiable ESG targets, mitigating risks like greenwashing, and ensuring long-term stakeholder value.
Conclusion: The transition to truly sustainable business necessitates moving beyond compliance to establishing a unified, values-driven governance system, fundamentally replacing short-term managerialism with mandated ethical stewardship.
Keywords: Corporate Governance, ESG, Stakeholder Theory, Greenwashing, Fiduciary Duty, India BRSR.
- Introduction: The ‘G’ in ESG
The global capital structure has changed dramatically, and Environmental, Social, and Governance (ESG) requirements have become an essential, but not a desirable, standard of corporate sustainability and determination in the long term. This development is indicative of an increased requirement of holistic corporate responsibility that goes beyond the narrow-minded approach of focusing on financial statements in the short term.1 The question of whether companies are interested in sustainability or not becomes a matter of debate in this new paradigm which tells how well companies can be sure of the validity and longevity of their work. It is the key question that results in the main thesis of this study which is that Corporate Governance that is the G part of the ESG triad is the structural element that is non-negotiable. It is not just necessary but also the necessary element of realizing actual Environmental (E) and Social (S) sustainability.
The nature of governance as a system through which companies are directed and controlled is the inherent mechanism of operation of the organization. It prescribes the ultimate rules, procedures, and structural requirements that serve to distribute resources, evaluate systemic risks, track the performance, and hold everybody accountable to all E and S commitments.2 The absence of a strong, ethical, and transparent G will cause any so-called commitment to E or S to be vulnerable to strategic decoupling, greenwashing, and short-term management Exploitation, and the cause and effect relationship established will be that governance determines authenticity and is its foundation.3
The necessity of this governance is based on its primary use in solving the inherent conflicts when it comes to managerial obligation. The study finds that existing tensions between the conceptual ideal of Stakeholder Capitalism and the practical reality of managerial Agency. In this the short-term and self-interested often come against long-term and jointly shared sustainability interests. The board, being the highest point of the governance structure, is the most important element. This will ensure the incorporation of ESG activities in the long-term strategies as well as decision-making of the firm. The key operating component that introduces fiduciary duty out of the traditional shareholder primacy to the entire group of stakeholders.4
This paper examines both structural and functional demands of efficient governance. It uses a comparative approach to examine the range of corporate behaviour, including structural soundness as shown by Infosys5 and strategic alignment as shown by Schneider Electric,6 and the catastrophic collapse of a company as shown by the example of Satyam Computer Services.7 This has been done by empirically testing the main assumption: structural integrity, ethical supervision and strong accountability systems are prerequisites that should not be compromised when it comes to preventing corporate malfeasance and guaranteeing value creation in the long run. The final conclusions suggest a model of governance that is systemic and value based, bound by a strict regulatory code such as the Business Responsibility and Sustainability Reporting (BRSR) in India, as an alternative to managerial Exploitation, which compels ethical managers and stewards.8
- Literature Review
Corporate board structure and ESG performance: An empirical study of listed firms in the emerging market (Bhat, Makkar, & Gupta, 2023): This empirical study examined listed firms (Nifty-500) by establishing a causal relationship between corporate governance structure and ESG performance. The results showed that there is a strong negative connection between CEO duality and ESG performance and this proves that power concentration inhibits sustainability practices. On the other hand, independence on board and director qualification were strongly positively affected. The study points out that the integrity of the board structure plays a crucial role in incorporating ESG into the strategy and requires the reform of the position of the CEO so that corporate accountability could be improved.9
Governance of Corporate Greenwashing through ESG Assurance (Bu et al., 2024): This is an empirical research addressing the subject of ESG assurance as a governance mechanism against corporate greenwashing. It discovered that assurance has a strong suppressive impact on greenwashing behaviour by enhancing information disclosure and predatory tendencies. Importantly, the study established that there is a substitutive effect: assurance is more effective to restrain misconduct in the case of weak external legal environment. This confirms that ESG assurance is a required external control mechanism to promote accountability and stabilize markets in which conventional institutional controls might fail.10
Manendra Singh and Tanvi Goyal, ‘G’ in ESG, The Steering Force of the Company (2021): The present analysis finds importance in the regulator shift in India whereby the Business Responsibility Report (BRR) has turned out to be a comprehensive Business Responsibility and Sustainability Report (BRSR). The paper has put forth the case that the G component is central since the attainment of E and S targets is impossible without effective governance. BRSR requires vast disclosures on such principles as integrity and employee welfare, practically transforming the corporate emphasis on shareholder-centred practices to the protection of all the stakeholders and thus establishing corporate governance as the key mechanism through which the compliance with ESG may be verified.11
Infosys ESG Vision 2030 (Infosys Limited, 2020): This is the primary source of the document, which describes how Infosys is determined to become an ethical steward based on its vision in 2030. The Governance pillar is based on the model of trusteeship and requires service to all the stakeholders through empowered and diverse Board, strong compliance, and open communication. The report specifies factual milestones, such as reaching carbon neutrality 30 years earlier than the Paris Agreement schedule, a comprehensive management of water usage and publishing separately assured sustainability disclosure. This promise is a prime governance integrity exemplar of the high-quality E and S results.12
- Hypothesis
There is also a positive and statistically significant correlation between strong Corporate Governance practices (high board independence, low CEO duality, transparency and assurance) and high and verifiable Environmental and Social (E and S) performance, and governance malpractices suggests to be negatively correlated with ESG, through a significant increase in managerial opportunism and fraud risks.
- Fiduciary Duty, Agency Conflict, and Governance Risk
The literature on the Corporate Governance and sustainability is profoundly entrenched in the ideological debate of the legal purpose of the firm and the fiduciary duty of the manager. This part is a critical analysis of such foundational theories and associated risks of governance.
4.1. The Conflict of Corporate Purpose: The Agency Theory vs. The Stakeholder Theory
The fiduciary duty of the manager is the historical basis of the corporate law, which is largely based on Agency Theory, which describes the fiduciary duty as the running in the best interest of the shareholders (shareholder primacy).13 This orthodox requirement often puts the management in a conflict of interest with the wider goals of ESG since investments needed to achieve long-term sustainability may often involve huge capital investment which will lower financial profitability in the short run which further enhances the agency conflict.14
Misuse of economic theory usually supported the intellectual defence of shareholder primacy. In particular, the Impossibility Theorem of Arrow was quoted by influential corporate law scholars to make the ominous proposal that trying to align the interests of heterogeneous stakeholders in a unified, singular corporate goal system would cause the firm to make inconsistent decisions and, eventually, destroy itself.15 It was used to argue in favour of a structural legitimization of financial optimization.
Stakeholder Governance models today, however, do not take this idea. According to them, the answer to the problem is not to retreat to the primacy of shareholders, but rather to change the character of fiduciary duty into one of Procedural Governance.16 Such a framework considers that the satisfying of all interests is impossible at once, yet it requires a due process. The board must prove that the interests of all corporate stakeholders (employees, communities, environment), and not only shareholders, were systematically taken into consideration in its decision-making.17 Such a shift in procedures democratizes the stakeholder governance changing the decision making process, but not dictating a particular result, and so constraining the extent of strictly self-interested managerial action.18 This strategy is critical towards successful incorporation of sustainability into boards, strategy and reporting.
The conceptual foundations of the sustainability management are quite similar to the Stakeholder Theory, which also raises the same questions about the meaning and extent of the business and its influence on society and the environment. This similarity implies that Corporate Governance has a role of safeguarding the interests of stakeholders when it comes to ESG performance.19 This mandate is supported by other theoretical frameworks:
Legitimacy Theory: It is based on the idea that there exists a social contract between the company and society that forces the firms to conduct themselves socially responsibly by reporting ESG information to legitimize their actions.20
Resource-Based Theory: Implicates strategic resource creation and maintenance, both environmental and social capital, factors provide competitive advantage and are therefore incorporated into long-term strategic viability as to combine the E and S objectives.21
4.2. Governance Risks — Managerial Exploitation and Greenwashing
The window created by the unresolved dilemma between the short-term self-interest that the manager pursues is the agency. Whereas the long-term ethical behaviour requirement gives the opportunity to the Governance Risk is stakeholder principle. The risk is in the form of short-term exploitation where any lack of governance control allows the management to make immediate financial benefits out of true E and S commitments.22
The symptom of this G-failure is most common that of greenwashing, which is described as a hypocritical speculative activity that is bound to be accompanied by illegal and irregular phenomena. Greenwashing is based on the basic information asymmetry between the business and its stakeholders as it enables the companies to reveal only the positive facts and hide the negative facts.23 Risk of greenwashing is especially increased by the concealment opportunity, which is one of the prominent elements of the Fraud Triangle.
In order to balance these essential risks of governance, both external and internal controls are necessary:
ESG Assurance (External Oversight): Assurance oversight is an extremely important tool of governance in relation to corporate greenwashing. ESG assurance is a special monitoring system that is meant to enhance the overall and successful execution of ESG duties. It is an objective measure of the veracity and reliability of the disclosed E/S information, thus discouraging the act of greenwashing by raising the costs of telling a lie and transparency of information. The fact is that empirical evidence proves that assurance is a sure way of suppressing the behaviour of corporate greenwashing, and this proves to be particularly effective in non-state-owned enterprises.24
Legal and Regulatory Oversight (Substitution Effect): A better legal and regulatory framework plays a substitutive role in comparison to voluntary assurance by putting more effective legal implications on the area of corporate greenwashing conduct, augmenting the costs of camouflage and exposure. This is especially so with less strong legal environments where good ESG assurance would be more effective in curbing corporate greenwashing behaviour.25
4.3. The Structural Performance-Related Interrelationship of Board Architecture
The structural need of the G is proven right through empirical studies conducted in the emerging markets, which have given a clear, quantifiable evidence of the causal relationship existing between corporate board structure and ESG performance.
CEO Duality: The investigations conducted on listed companies show a strong negative correlation between the Chief Executive Officer (CEO) duality (a case where the CEO is a Board Chair as well) and the general performance of the ESG. The concentration of power is against the belief of Stakeholder Theory. It reduces the oversight role and could lead to self-interested behaviour that may not be in the best interest of all the stakeholders.26
Independence and Qualification: On the contrary, board independence and board qualification (experience in management and finance) both show a high positive impact on the ESG performance. Scrutiny is needed, and independent directors represent the interests of external stakeholders, whereas the qualified directors are knowledgeable enough to make a positive contribution to the complex social and environmental practices.27 The empirical research that independent directors and board qualification are paramount in the performance of ESG is based on the dynamism panel data estimation based on large samples of listed firms. These empirical results continue to necessitate the policymakers to come up with new rules regarding the position of the CEO to ensure that corporate governance is structurally accountable to enhancing sustainable and ESG performance.
- Comparative Case Study Analysis
The empirical conclusions presented by the systematic comparative analysis of three different corporate organizations, Infosys, Satyam Computer Services, and Schneider Electric, are the conclusive evidence in support of the main hypothesis that the integrity of Corporate Governance is the non-negotiable condition that determines the actual and sustainable business value. The discussion on the relationship continues to be theoretical, but with this analysis grounded on primary corporate report, empirical and legal study, it has conclusively drawn a causal relationship between structural CG strength and verifiable ESG performance outcome.
5.1. Case Study 1: Infosys Limited28
Infosys is a global pillar of best practices in governance, and this demonstrates that a good ethical mandate is the only prerequisite to a long term sustainable and verifiable success in the Environment and Social fronts.29 The performance of the company is anchored on a long-standing philosophical approach, referred to as the trusteeship model in which the management is the trustee of the shareholder capital, but the owner.30 This is an implicit ethical obligation that is structured by requiring fairness to all stakeholders, i.e. customers, investors, vendor-partners and community, other than the primacy of shareholders.
The key governance practices as outlined by the corporate disclosures of the firm and directed to ensure transparency and accountability are the Transparency Mandate. It is driven by the principle, when in doubt, disclose, which imposes the utmost transparency, and minimizes risks associated with the information asymmetry. This adherence to international regulations and standards is far beyond the set regulatory regulations. Also, Infosys has been at the leading edge in terms of high corporate governance standards practiced in India, being first Indian company to voluntarily report by U.S. GAAP, first Indian company to IPO, and first company to innovate in the concept of the Employee Stock Ownership Plan (ESOPs). This long-term focus on the good corporate governance with the organizational values is evidently labelled as the keystone of the long-term performance and the force that propels its vision to earn the respect of the stakeholders.31
The environmental and social milestones were achieved due to the well-built CG structure. Green commitments such as a drop to carbon neutrality by the fiscal year 2020; this was 30 years earlier than expected by the Paris Accord. This has been expressed through physical E-commitments like having the greatest quantity of maximum green certified area (LEED Platinum or GRIHA 5-star), a 29.7 million sq. ft. area, and a powerful belief and conviction in water preservation by building 40 lakes in the campuses with 430 million litre of the rainwater reservoir capacity and 100 percent wastewater recycle. Achievements on Social Impact level are the provision of digital empowerments to 13.3 million people and Tech for Good initiative to transform the lives of 125 million or more. Above all, Infosys subjects its sustainability charges to outside control. It boasts of publishing independently on its own on sustainability disclosure that is warranted in compliance with Global Reporting Initiative (GRI) Standards, SASB standards, and TCFD. This is an active demand of third-party trust, which has proactive structural control of the managerial opportunism and greenwashing, enhancing responsibility on the E, S, and G platforms.
5.2. Case Study 2: The Satyam Computer Services32
The last empirical finding of the negative proposes the hypothesis is the Satyam scandal.33 When the G element of the definition fails, all corporate values are destroyed, and E/S statements are not important anymore. The factual premise of this disaster was supported on systemic fraud involving falsification of bank statements, forging of invoices and overstatement of the number of customers. It was a complete failure in the governance processes, internal controls and ethical leadership.
The legal and scholarly reviews of the fraud revealed structural failures that enabled the fraud to occur:
Noncompliance with Fiduciary Duty and Supervision: CG states that the CEO/CFO of an organization has the responsibility of ensuring that the financial statements are honest and transparent but the key players of the Satyam company actively suppressed the actual financial statements. The auditors were not able to detect the anomalies, which testifies to the fact that the processes of corporate governance were absolutely inefficient.34
Concentration of Power: The deliberate effort not to decentralize the responsibilities resulted in excessive concentration of power and information on the hands of the CEO that were utilized to commit colossal frauds. This created Strategic Void (G-Zero), in which financial figures were masked at the centre and, therefore, the entire strategic and functional context of the firm was flawed in its nature.35 The scandal supported the fact that absence of transparency, accountability, and ethical leadership is the non-negotiable foundation of a corporate life. An extreme instance of this is the follow-up intervention by the Government of India to further curtail the provisions of the Corporate Governance.36 That indicates that strict regulations need to be taken in order to restore the trust of the people in the market and bring stability in the market.
5.3. Case Study 3: Schneider Electric37
Schneider Electric is one of the best illustrations of how sustainability has been well entrenched at the highest level of the corporate governance model and thus, it has redefined sustainability as business responsibility and not a burden.
The approach adopted by the firm allows demonstrating how the G-structures are implemented to achieve E and S priorities. The element of sustainability monitoring is also officially presented in the Governance, Nominations and Sustainability Committee (GN&SC) in Schneider Electric. This structure of organization is such that the E/S problems are bound together with the executive succession and board composition. The introduction of a Chief Sustainability Officer (CSO), who is a high-level management member and the leader of the sustainability strategy, promises, and interactions makes the ESG be utilized as a business driver and reinforces the Executive Commitment.
The outcome of such a system of government is direct consistent and best E and S performance which is externally audited by global indices: Verifiable E Performance is attested by the fact that the company has already been listed on the CDP Climate Change A list 11 times. Best ESG Metrics (E/S/G) indicate that its corporate sustainability rating (86/100) according to the Corporate Sustainability Assessment by S&P Global was significantly higher than that of the industry (28/100).38 Extended Stewardship is proven by its Top 1% rating from Eco Vadis (assessed against 85,000 companies), specifically for sustainable procurement and ambitious supply chain decarbonisation practices. This integrated governance empowers sustainability to bring about verifiable economic value, confirming the core hypothesis.39
- Findings and Discussion: Making Mandated Ethical Stewardship Codifiable
While dealing with these empirical case studies, we arrive at the final, ultimate confirmation of the primary hypothesis that Effective Corporate Governance is the prerequisite. This is moving force towards accomplishing verifiable ESG targets, reducing risks like greenwashing, and guaranteeing long-term stakeholder value. The study confirms that structural integrity of the ‘G’ element is the control mechanism which either facilitates authentic sustainability or allows dramatic collapse.
The comparative analysis through the results of governance has shed light on a causal dishonourable way of E and S results. The two integrity models (Infosys and Schneider Electric) reveal that creation of active and independent control40 and structural entrenchment of E/S objectives in the high level decision making committees41 is the main method of assuring commitments are real and financed. On the contrary, the G-Zero event (Satyam) proved that the deficit of elementary accountability and ethical leadership makes the entire corporate value a hoax, thus the fact that G-failure is the risk of the ultimate corporate.42 This causality is strictly adhered quantitative structural and empirical findings:
Weaknesses of Power Concentration: The analysis of listed companies revealed that there was a very strong and negative relationship between CEO duality and overall ESG performance.43 This confirms the argument that the agency conflict and the limitation of independent scrutiny through structural weaknesses that concentrate power is easy to achieve, thereby compromising E and S goals. To ensure a better sustainable performance of the effective governance, policymakers should strive to implement policies concerning the role of the CEO.44
Positive Effect of Independence and Qualification: On the other hand, the extremely large positive effect of board independence and director qualification demonstrates that the decision-making body in terms of its qualification and impartiality is the most important. The independent directors have provided necessary scrutiny, being the representatives of the interests of the stakeholders, as scrutineers of the E/S commitments.45
The Anti-Opportunism Mechanism
One of the major findings is that external verification mechanisms are crucial in the governance of an organization. Specifically, the empirical research on greenwashing governance provides a clear affirmation that ESG assurance possesses a strong discouraging effect on the greenwashing practice of companies. Guarantee is a significant control mechanism to reduce the problem of information asymmetry, being the key facilitator of greenwashing.46
It also suggested that ESG assurance governance effect has substitutive effect on the legal environment and management ownership. It implies that ESG assurance in the setting where there is a weak external legal control is more efficient in curbing the behavior of greenwashing, which justifies the need to verify it as a strong defense mechanism in the limited circumstances of other institutional controls.47
The Merging of Committee Mandates
To be effective, the governance mandate ought to become a part and parcel of the operation and control systems within the firm. The main idea is material sustainability and ESG-associated information i.e. connected and of the same quality as the financial one.48 This change is achieved by increasing the mandate of core committees:
Prolonged Audit Committee Act: The Audit Committee has been structurally raised to the niche of E and S credibility. Its functions go further to provide oversight of mandatory sustainability/ESG disclosures and other related systems and internal controls and also make sure that the financial implications of significant climate-related risks are captured in the audited financial reports.49 This type of integration increases E/S issues to a higher level of materiality in financial terms requiring the same form of analytical examination as is required in financial reporting.
The Alignment Role of Remuneration Committee: The Remuneration Committee plays a central role in the realisation of the long-term ethical stewardship. It must incorporate testable ESG priorities in executive remuneration and incentives to replace protocols of long-term ethical stewardship with protocols of the short-term managerial financial incentive.50
Enforcement of Regulations: BRSR Mandate in India
Aware of the natural limitations of voluntary compliance only, the regulatory authorities across the world are shifting to compulsory ESG disclosure regimes. Business Responsibility and Sustainability Reporting (BRSR) framework in India is a powerful, structurally oriented anti-agency criteria that can take the form of one of the brightest illustrations in adopting ethical custodianship and universalizing accountability.51
Principles as Codification of Accountability: The BRSR framework, which is obligatory to the largest 1,000 listed companies, applies broad disclosures to codify ethical stewardship in Nine Core Principles.52 Where there are obligatory disclosures on—
Integrity and Governance (Principle 1): to enforce the metrics of anti-corruption, anti-bribery, and conflict of interest policies, therefore, imposing the basic principle of integrity of the so-called G concept that failed disastrously in the case of Satyam.53
Employee Well-being (Principle 3): Committing to the minimum and fair wages, and their availability to the employees.54
Environmental Protection (Principle 6): The requirement of possessing quantitative Key Performance Indicators (KPIs) of the electricity consumption, water consumption, and air emissions.55
BRSR implementation is specifically aimed to establish integrated corporate governance system, as a result of which boards and management will promote sustainable business practices, and corporate governance will become the most significant aspect of ESG compliance.56
The Extension of the Value Chain and Compulsory Guarantee: BRSR requirement is causing a tremors of responsibility throughout the whole business ecosystem—
Value Chain Accountability: Starting with FY 2024-25, the top 250 listed companies will be required to report ESG information in its value chain (including 75% of purchases and sales by value) on complies or explain location.57
Mandatory Assurance: Importantly, beginning with FY 2025-26, SEBI has required assurance on the BRSR core KPIs on the value chain.58
This requirement depends on the corporate governing body to be legally liable in respect of the E and S impacts of its entire ecosystem. This paradigm shift has been already proactive to make companies avoid externalizing risks (e.g., low labour standards, high-emissions) on non-monitored suppliers.59 The BRSR is able to enlarge the area of ethical stewardship through imposing transparency and assurance and thus the truth of claims of E and S becomes more robust and unquestionable.60
Conclusion
This study categorically agrees on the fact that the shift towards the indeed sustainable and resilient business models requires the identification of the Corporate Governance as the non-oscillating, systemic, and indispensable pillar of the ESG value. The combination of the theoretical contradictions (Agency theory vs. Stakeholder theory), the reality (board composition and performance), and the comparative analysis of the cases (Infosys, Satyam, Schneider Electric) enables the conclusion over and over again that the success, the truthfulness, and sustainability of the Environmental and Social results are predetermined by the integrity of the governing processes.
The conclusion is that successful governance is a two-layered provision: there must be an ethical mandate being put in place and the structural architecture must be forced. This mandates the adoption of policies to prevent the concentration of power (i.e., CEO duality) to promote associated independent oversight and guarantee the examination of long-term E/S strategies. Institutionalization of stakeholder interests through the integration of ESG control in core board committees and make sure that E and S concerns are financial material and in line with executive compensation. Also to ensure the provision of verifiable data in enhancing the disclosures (as reflected by the Infosys model and the BRSR Core requirement), it should be mandated to ensure that the data is verifiable, and this serves as the key governance tool against greenwashing opportunism.
The shift to actually sustainable business requires the shift in the compliance to an integrated, values-based system of governance, which requires the mandatory ethical stewardship, which essentially replaces agency theory over the short run with a mandatory system of ethical stewardship. Strict regulatory systems such as the BRSR in India are very critical tools of codifying this ethical requirement, placing accountability into the entire value chain and making the integrity of the G aspect be the watchdog element in ensuring verifiable corporate performance.
The transition to using a really sustainable form of business demands the transformation of compliance to the setting of a single, value-based system of governance. This necessitates the radical substitution of the managerial financial incentives approach of short terms – the source of exploitation and risk with the imperative ethical stewardship policies, under strict, all-inclusive supervision. Such systems of regulation like the BRSR in India are important in codifying this ethical requirement, and enforcing accountability throughout the entire corporate value chain, and making the integrity of the G component the watchful eye on verifiable corporate performance.
Endnotes
- Esther Ortiz-Martínez, Salvador Marín-Hernández & Jose-Manuel Santos-Jaén, Sustainability, Corporate Social Responsibility, Non-Financial Reporting and Company Performance: Relationships and Mediating Effects in Spanish Small and Medium Sized Enterprises, 35 SUSTAINABLE PRODUCTION AND CONSUMPTION 349 (2023), https://www.sciencedirect.com/science/article/pii/S2352550922003116.
- Corporate Governance: Definition, Principles, Models, and Examples, INVESTOPEDIA, https://www.investopedia.com/terms/c/corporategovernance.asp (last visited Nov. 12, 2025).
- Khalil Feghali, Reine Najem & Beverly Dawn Metcalfe, Greenwashing in the Era of Sustainability: A Systematic Literature Review, 9 CGSR 18 (2025), https://virtusinterpress.org/Greenwashing-in-the-era-of-sustainability-A-systematic-literature-review.html.
- Naiping Zhu et al., Addressing Environment, Social and Governance (ESG) Investment in China: Does Board Composition and Financing Decision Matter?, 10 HELIYON e30783 (2024), https://pmc.ncbi.nlm.nih.gov/articles/PMC11112284/.
- Infosys ESG Vision 2030 (2020).
- Corporate Sustainability and Development Goals | Schneider Electric, https://www.se.com/ww/en/about-us/sustainability/ (last visited Nov. 12, 2025).
- Satyam Computer Services Limited, https://www.sec.gov/Archives/edgar/data/1106056/000114554908001441/u93288e20vf.htm (last visited Nov. 12, 2025).
- Background Material on Sustainability – Business Responsibility and Sustainability Reporting (BRSR), Revised Edition 2024, https://sustainability.icai.org/wp-content/uploads/2025/06/Background-Material-on-Sustainability-Business-Responsibility-Sustainability-Reporting-BRSR-Revised-Edition-2024.pdf (last visited Nov. 12, 2025).
- Corporate Board Structure and ESG Performance: An Empirical Study of Listed Firms in the Emerging Market, https://virtusinterpress.org/Corporate-board-structure-and-ESG-performance-An-empirical-study-of-listed-firms-in-the-emerging-market.html (last visited Nov. 12, 2025).
- Governance of Corporate Greenwashing through ESG Assurance, https://www.mdpi.com/2079-8954/12/9/365 (last visited Nov. 12, 2025).
- Manendra Singh & Tanvi Goyal, [Volume IV, Issue 2] Evolving Precepts of Corporate Governance: Lessons to Learn and Unlearn, 4.
- Infosys ESG Vision 2030, supra note 5.
- Zachary J. Gubler, The Neoclassical View of Corporate Fiduciary Duty Law.
- Id.
- Arrow’s Impossibility Theorem – Definition, Philosophy, https://corporatefinanceinstitute.com/resources/economics/arrows-impossibility-theorem/ (last visited Nov. 12, 2025).
- William Wilson Bratton, Shareholder Primacy versus Shareholder Accountability, SSRN JOURNAL (2023), https://www.ssrn.com/abstract=4431055.
- Max B. E. Clarkson, A Stakeholder Framework for Analyzing and Evaluating Corporate Social Performance, 20 THE ACADEMY OF MANAGEMENT REVIEW 92 (1995), https://www.jstor.org/stable/258888.
- Bratton, supra note 16.
- Clarkson, supra note 17.
- Determinants of Corporate Environment, Social and Governance (ESG) Reporting among Asian Firms, https://www.mdpi.com/1911-8074/14/4/167 (last visited Nov. 12, 2025).
- Id.
- F-938-10 NSE Corporate Governance – First Page, https://www.independentdirectorsdatabank.in/img/partners/617fc1368093c.pdf (last visited Nov. 12, 2025).
- Greening or Greenwashing? Corporate Green Bonds and Stock Pricing Efficiency in China, SUSTAINABILITY ACCOUNTING, MANAGEMENT AND POLICY JOURNAL, https://www.emerald.com/sampj/article-abstract/16/3/874/1247652/Greening-or-greenwashing-Corporate-green-bonds-and?redirectedFrom=fulltext (last visited Nov. 12, 2025).
- Determinants of Corporate Environment, Social and Governance (ESG) Reporting among Asian Firms, supra note 20.
- Sanya Darakhshan Kishwar, Vasatika Saraswat & Roshni Agarwal, Exploring the True Shade of Green: A Critical Examination of the Central Consumer Protection Authority’s Guidelines on Corporate Greenwashing, 12 IJCLP (2024), https://repository.nls.ac.in/ijclp/vol12/iss1/3/.
- Afzalur Rashid, CEO Duality and Firm Performance: Evidence from a Developing Country, 8 COC 163 (2010), http://virtusinterpress.org/CEO-DUALITY-AND-FIRM-PERFORMANCE.html.
- Id.
- Infosys ESG Vision 2030, supra note 5.
- O. Kayode Akinsola & Britney Johnson Mary, How Corporate Governance Influences Long-Term Business Sustainability: Legal Considerations and Strategic Insights (2025).
- 29, https://oiirj.org/msr/jan-june2021/29.pdf.
- Akinsola & Johnson Mary, supra note 29.
- Satyam Computer Services Limited, supra note 7.
- Satyam Scam and Corporate Governance: Complete Notes for UPSC, https://testbook.com/ias-preparation/satyam-scam-and-corporate-governance (last visited Nov. 12, 2025).
- ICSI – December 2012, https://www.icsi.edu/media/cs/december%202012/December.pdf (last visited Nov. 12, 2025).
- J P Sharma & Sonia Thakkar Vij, Aamby Valley, Aamby Valley City, Ambavane, Dist. Pune Maharashtra (Near Lonavala), Theme Vision 2020: Transform, Conform and Perform.
- Kurt Stockmann, United Nations Conference on Trade and Development: The Effects of Anti-Competitive Business Practices on Developing Countries and Their Development Prospects, 8 ZEITSCHRIFT FÜR WETTBEWERBSRECHT 101 (2010), https://www.degruyter.com/document/doi/10.15375/zwer-2010-0106/html.
- Corporate Sustainability and Development Goals | Schneider Electric, supra note 6.
- OECD, BEHIND ESG RATINGS: UNPACKING SUSTAINABILITY METRICS (2025), https://www.oecd.org/en/publications/behind-esg-ratings_3f055f0c-en.html.
- EcoVadis: Global Supply Chain Sustainability Insights 2025, SUSTAINABILITY MAGAZINE, https://sustainabilitymag.com/news/ecovadis-global-supply-chain-sustainability-index-2025 (last visited Nov. 12, 2025).
- Infosys ESG Vision 2030, supra note 5.
- Corporate Sustainability and Development Goals | Schneider Electric, supra note 6.
- Satyam Computer Services Limited, supra note 7.
- Rashid, supra note 26.
- Sibel Ozgen, Ann Mooney & Yuyang Zhou, CEO Power: A Review, Critique, and Future Research Directions, 51 JOURNAL OF MANAGEMENT 132 (2025), https://doi.org/10.1177/01492063241241302.
- OECD, OECD REVIEW OF THE CORPORATE GOVERNANCE OF STATE-OWNED ENTERPRISES IN THAILAND (2025), https://www.oecd.org/en/publications/oecd-review-of-the-corporate-governance-of-state-owned-enterprises-in-thailand_345f9e00-en.html.
- Meiwen Bu et al., Governance of Corporate Greenwashing through ESG Assurance, 12 SYSTEMS 365 (2024), https://www.mdpi.com/2079-8954/12/9/365.
- Feghali, Najem & Metcalfe, supra note 3.
- Marco Dell’Erba & Suren Gomtsyan, Regulatory and Investor Demands to Use ESG Performance Metrics in Executive Compensation: Right Instrument, Wrong Method, 24 JOURNAL OF CORPORATE LAW STUDIES 1 (2024), https://doi.org/10.1080/14735970.2024.2350139.
- Gregory Johnson, Stephen Parker & Tracey-Lee Brown, The Audit Committee’s Role in Sustainability/ESG Oversight, THE HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE (Oct. 3, 2021), https://corpgov.law.harvard.edu/2021/10/03/the-audit-committees-role-in-sustainability-esg-oversight/.
- Regulatory and Investor Demands to Use ESG Performance Metrics in Executive Compensation: Right Instrument, Wrong Method, https://www.tandfonline.com/doi/full/10.1080/14735970.2024.2350139 (last visited Nov. 12, 2025).
- Background Material on Sustainability – Business Responsibility and Sustainability Reporting (BRSR), Revised Edition 2024, supra note 8.
- Business Responsibility and Sustainability Reporting by Listed Entities – Annexure 2, https://www.sebi.gov.in/sebi_data/commondocs/may2021/Business%20responsibility%20and%20sustainability%20reporting%20by%20listed%20entitiesAnnexure2_p.PDF (last visited Nov. 12, 2025).
- Satyam Scam and Corporate Governance: Complete Notes for UPSC, supra note 33.
- Business Responsibility & Sustainability Report – FY 2024-2025, HINDUSTAN UNILEVER LIMITED, https://hul-performance-highlights.hul.co.in/performance-highlights-fy-2024-2025/brsr/sectionc3.html (last visited Nov. 12, 2025).
- Ewelina Zarzycka & Joanna Krasodomska, Environmental Key Performance Indicators: The Role of Regulations and Stakeholder Influence, 41 ENVIRON SYST DECIS 651 (2021), https://pmc.ncbi.nlm.nih.gov/articles/PMC8299450/.
- Business Responsibility and Sustainability Reporting (BRSR).
- ESG Compliance in 2025: Key Regulatory Changes Every Indian Business Must Know, BILANCIA CONSULTING, https://bilancia-group.com/esg-compliance-in-2025-key-regulatory-changes-every-indian-business-must-know/ (last visited Nov. 12, 2025).
- SEBI Proposes Amendments to BRSR Core Assurance and Value Chain Requirements (2024).
- Integration of Environmental, Social, and Governance (ESG) Criteria: Their Impacts on Corporate Sustainability Performance, https://www.researchgate.net/publication/372336148_Integration_of_Environmental_Social_and_Governance_ESG_criteria_their_impacts_on_corporate_sustainability_performance (last visited Nov. 12, 2025).
- Singh & Goyal, supra note 11.