Whistleblowing Mechanism: Nuance of Sarbanes-Oxley Act, 2002 and Intricacy with the Indian Companies Act, 2013

Whistleblowing was intended to originally mean the practice of the British era, when the policemen blew their whistles when they witnessed a crime being committed. Whistle blower mechanism is when the employee or a member of the corporation exposes or discloses any misconduct or illegal conduct of affairs of the same. It typically means ‘calling out’ the attention of the key managerial personnel to any wrongdoing taking place in the organization or pinpointing the conduct, unethical behavior that presents to be a concern to the management. Whistle blowing aspect proves to be a ‘check and balance’ system as it enables the employees to check the management’s actions and in turn, delve upon their own. Whistleblowing mechanism seeks its precedence from the audit committees as well as serves penalties thus establishing the purview of ‘comply or explain’ approach of functioning. This Research Paper aims at elucidating the intricacies of the Sarbanes- Oxley Act, 2002; Indian Companies Act, 2013 and the Corporate Governance Voluntary Guidelines, 2009 where the Governments of United States of America and India strove to pinpoint provisions that are critical to both, govern the existing legislation pertaining to whistle blower protection and to regulate the whistle blowing mechanism with reference to any further developments. Corporate Governance and Whistleblowing are interrelated by means of providing the company with various guidelines and code of conduct by establishing that it is not only the management that is empowered to set rules and seek adherence, but their liability to work without any malafide intent.