CORPORATE GOVERNANCE IN PAKISTAN COMPARATIVE PERSPECTIVE: FROM FORMAL COMPLIANCE TO SUBSTANTIVE ACCOUNTABILITY

Abstract

This article examines corporate governance as a legal framework for allocating, supervising, and restraining corporate power. It argues that the principal weakness of corporate governance in Pakistan is not the absence of legal standards, but the continuing gap between formal compliance and substantive accountability. Using a doctrinal and comparative methodology, the study analyzes major international governance benchmarks, comparative fiduciary and oversight jurisprudence, and Pakistan’s legal framework under the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019 as amended up to March 20, 2025. The article finds that Pakistan has developed a significantly stronger formal governance architecture, especially in relation to board structure, independent directors, and regulatory oversight. However, governance outcomes remain constrained by concentrated ownership, limited functional independence of boards, uneven disclosure quality, and weak deterrence. The article contributes to corporate law scholarship by reframing Pakistani corporate governance as a problem of institutional translation and enforcement design rather than merely legislative insufficiency.