CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY: BALANCING FIDUCIARY DUTIES AND SOCIAL OBLIGATIONS

This article examines the relationship between corporate governance and corporate social responsibility, two fields that developed along separate intellectual and regulatory paths but that now intersect at nearly every level of corporate decision making. Drawing on agency theory and stakeholder theory, the article traces how governance, once concerned narrowly with the relationship between shareholders, boards, and management, has expanded to absorb obligations once treated as voluntary social responsibility commitments. It identifies four principal points of intersection: board oversight of sustainability strategy, integrated environmental, social, and governance disclosure, executive remuneration linked to non-financial performance, and the formalisation of stakeholder engagement as an auditable governance process. The article examines the continuing pull of shareholder primacy against stakeholder welfare, the mismatch between short-term governance incentives and the long gestation period of social investment, and the gap between disclosure and independent assurance that allowed governance failures at Volkswagen, Wells Fargo, and Boeing to coexist with elaborate public commitments to responsible conduct. Contrasting examples, including the Tata group's trust-based ownership structure and Patagonia's 2022 transfer of ownership to a purpose trust and an environmental nonprofit, illustrate how governance design can also be used affirmatively to entrench social commitment. The article surveys regulatory responses in India, where Section 135 of the Companies Act, 2013 mandates CSR spending, and the European Union, where the 2026 Omnibus reform narrowed sustainability reporting obligations on competitiveness grounds. It concludes that governance and responsibility cannot be fully reconciled through legal drafting alone, and proposes design choices, including empowered CSR committees and stronger assurance standards, that manage rather than dissolve the tension between them. Keywords: Corporate Governance; Corporate Social Responsibility; Stakeholder Theory; Shareholder Primacy; ESG Disclosure; Section 135, Companies Act 2013; Sustainability Reporting.