"There is no corporate democracy in the country as board of directors are not fully accountable to the shareholders," Ramakrishna said.

Ramakrishna said nominee directors representing financial institutions have also not been able to do the job as shareholders in companies. "Nominee directors have failed to perform their role for some reason or other," he said.

The disinvestment commission chief said the system of voting rights for shareholders at extraordinary general meetings and annual general meetings has not been successful. Public votings in EGMs and AGMs was less than 10 per cent and proxy system of votings has also not done well, he said.

For improving the voting system, Ramakrishnasuggested introduction of postal ballot which would allow minority shareholders to use their voting rights for important decisions in the affairs of the company.

"Current AGMs and EGMs are held at distant places and hardly any shareholder attend the meetings," he pointed out.

Ramakrishna said the postal ballot system incorporated in the Companies Bill 1997 should be made mandatory by amending the Companies Act 1956.

To enhance corporate governance, he called for induction of professional directors on boards of companies. "These directors should be paid a fees on monthly basis and thus will be accountable," he said.

Ramakrishna said with increasing competition, more and more companies would develop good corporate practices.

Earlier, IFCI chairman and managing director PV Narasimham stressed for improvement in corporate governance as there were large number of helpless investors.

He said some companies where he had interacted as board member adopt good corporate practices though it was not `upto themark'.

The guidelines framed by CII on corporate governance was exhaustive and comprehensive.

But the need to develop good corporate governance was more in India than in other countries, he said. Worldover companies adopt good corporate practices which Indian corporate sector could adopt, he said.