Asian Journal of Finance & Accounting ISSN 1946-052X 2015, Vol. 7, No. 1 www.macrothink.org/ajfa 96 Literature Review on Corporate Governance Structure and Performance in Non-Financial Firms in Bangladesh Munshi Samaduzzaman (Corresponding author) Accounting Lecturer, KAPLAN Business School, Sydney, Australia E-mail: samaduzzaman@gmail.com Fazluz Zaman Business Trainer and Curriculum Writer UOW College, University of Wollongong, Australia E-mail: fazluzzaman@gmail.com Zahurul Quazi Coordinator, Vocational Education and Training UOW College, University of Wollongong, Australia E-mail: zahurulquazi@yahoo.com.au Received: November 4, 2014 Accepted: Jan. 3, 2015 Published: June 1, 2015 doi:10.5296/ajfa.v7i1.6556 URL: http://dx.doi.org/10.5296/ajfa.v7i1.6556 Abstract The need for the mechanism of corporate governance arises due to conflicts of interest between different stakeholders. Different stakeholders have different views and goals, as well as incomplete knowledge of each other’s preferences. The whole world has seen the corporate scandals of big companies such as Enron, Tyco, WorldCom, Satyam Computer Services, etc. These collapses have brought into question the effectiveness of the corporate governance mechanism applied by organizations as part of regulating their affairs and books of accounts. This article discusses in detail the meaning and definition of corporate governance, examines corporate governance practices in Bangladesh, investigates Bangladesh’s Corporate Governance Guidelines 2012 and performs a critical literature review on corporate governance structure and performance inside Non-Financial firms in Bangladesh. Keywords: Audit Committee, Board of Directors, Corporate Governance, Directors, Executives, Stakeholders, Securities and Exchange Commission