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This paper discusses corporate governance in the wake of the recent failures of large corporations such as Enron and World Com and the consequent collapse of equity markets. It discusses the historical relevance of corporate boards, the relationship between boards and their CEOs, factors contributing to failed corporate governance and levers for improving governance practices. It suggests some principles of good governance and accountability, provides an outline of a 'Results-Based Governance' model and a brief description of the Governance Self-Assessment Checklist, a tool for assessing and improving board performance. Finally, it enumerates important questions for legislators and corporate boards that emanate from the current context and suggests some steps essential to restoring accountability, trust and credibility in corporate governance and the capital market system.

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