XM Ltd. (XML) which is the Indian branch of US-based Corporation reported that in the years 1998 and 1999 it manipulated its books to make fictitious payments which were recorded as commissions or discounts. According to

The Board represents the interests of shareholders, as owners of corporation, in optimizing long term value by overseeing management performance on the behalf of shareholders. The Board's responsibilities in performing this oversight function in ethical manner includes: duty of care and duty of loyalty. A Director's duty of care refers to the responsibilities to exercise appropriate diligence in overseeing the management of the company, making decisions and taking other actions. Directors are expected to review and devote appropriate time to study board materials so that good corporate governance parameters can be achieved. Along with rely on others, directors must make enquiries about potential problems that come to their attention and follow up until they are reasonably satisfied that management is addressing them appropriately. A Director's duty of loyalty towards good corporate governance and shareholders refers to the responsibility to act ethically in good faith and in the company's best interests, not the interests of the director, a family member or an organization with which director is affiliated. Director should not use their positions for their personal gain. The duty of loyalty may be relevant in cases of conflict of interest and corporate opportunities.