Murthy, K.R.S. creator text xu| 1998 continuing ng p.1-9 The central issue in corporate governance in India is sociological, argues the author. Promoter families know what should be done but continue to do what is questionable. The inability of non-executive directors to question managements and help them to be more accountable to stakeholders makes boards clubs, rubber stamps and a mere legal formality. The paper critically examines the CII code, compares and contrasts corporate governance practices in USA, Germany, Japan and India taking a sociological-evolutionary perspective and recommends education of boards to play a proper role in the emerging competitive environment in India. - Reproduced Industrial management Industrial management ASCI Journal of Management 180718