5.4 Sources of Corporate Governance

5.4.1 Company LegislationThe 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 LawsThe 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 LawsThe 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).5.4.4 Corporate Constitution: the Memorandum of Association and Articles ofAssociationThe 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 RulesThe 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).5.4.6 Codes of Corporate GovernanceThe soft-law sources: the SEBON's-and-the OCR's governance codes (the comply-or-explain disciplines — the listed companies' report sections of 1.8); the professional-and-institutional codes (the ICAN's-and-the directors'-institutes' faces); the family-and-group's own codes (the internal- charta of the conglomerates).5.4.7 International Standards of Corporate GovernanceThe global templates (by name): the OECD's Principles of Corporate Governance (the…