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Corporate governance has defined as a set of regulations and assessment of corporate operation to balance between stakeholder's interests and to guide company's policies toward maximum level of efficiency and profitablity. In this broad sense, corporate governance complies with rules governing running firms.in the narrow sense, corporate governance refers to requirements for governing and accounting public companies that has been introduced after major American corporates scandal which resulted to ratification of Sarbanes-Oxley Act in 2002. Studies show, corporate governance requirements can be categorized in three groups: requirements for governing corporation, requirements for accounting and requirements for protection of minority shareholders.
In this study, we introduce requirements for corporate governance (in the narrow sense) and compare Iranian laws and regulations with US and UK. As a result, we found that although there is some regulation for registered public companies in Iran's capital market in this issue, but Iranian law hasn't fulfilled all necessary requirements for better corporate governance. Hence, we suggested some modifications in Iranian commercial code.
 

Keywords: corporate governance, comparative study, public companies, economic analysis of law, law and economics

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