5.4 Sources of Corporate Governance

5.4.1 Company Legislation The Companies Act 2063's core (the directors'-and-meetings'-and-accounts'-and-minority's architecture of Units 1–4 — the governance's statutory spine). 5.4.2 Securities Laws The Securities Act 2063's faces (the listing-and-disclosure-and-intermediary regimes; SEBON's directives (the corporate-governance circulars for the listed) — Securities Law (LAW5409, Semester 5)'s whole course as the market-face's governance source). 5.4.3 Banking and Insurance Laws The sectoral overlays: the NRB Act 2058-and-BAFIA 2073's governance faces for the BFIs (the fit-and-proper directors, the single-borrower-and-related-lending limits, the board's composition- and-committees, the NRB's supervision-and-directives); the Insurance Act 2079's faces for the insurers (the board-and-actuarial disciplines); the sectoral-governance's logic (the depositors'-and- policyholders' protection — the creditors' democracy where the shareholders' control meets the state's care). The prescribed case's window: Arun Chandra vs. Nepal Rastra Bank, N.K.P. 2063 B.S., Vol. 11, Page 1434 — the NRB's-supervisory-action challenge era (the central- bank's-governance powers against the company's-and-directors' complaints) — read the report at the cited place and cite verbatim with the syllabus's citation. 5.4.4 Corporate Constitution: the Memorandum of Association and Articles of Association The internal-constitutional source (LAW5404's U2 faces deepened): the objects'-and-capacity's frame (the ultra-vires governance); the articles' governance-machinery (the meetings'-and- directors'-and-committees'-internal rules — the company's own constitution-as-source: the governance's contractual layer). 5.4.5 Listing Rules The NEPSE's listing agreement (the issuer's entry-bargain: the disclosure-and-corporate- actions-and-compliance disciplines — the exchange's own governance law; the delisting's sanction).…