Background: Corporate governance is one of the most important business issues that depends on business ethics and rationality. Therefore, in this research, the model of corporate governance in the context of ethics and rationality was designed . Method: The present study was qualitative and based on the grounded theory. The study population consisted of faculty members and PhD students, experts and specialists, and managers and staff of Tehran Water and Sewerage Company who have a good view in the field of corporate governance. 24 people from the population by sampling method Snowballs were selected as the sample until they reached theoretical saturation. The analysis tool was a semi-structured interview and finally the data were analyzed by triple coding method (open, axial and selective) in MAXQDA software. Results: A total of 1032 significant phrases were identified in the interviews, from which 99 codes were extracted and classified into 29 main concepts, and with the axial coding method, they were placed in a suitable position and formed the research model . Conclusion: If this model of corporate governance is applied in the context of ethics and rationality, it can create consequences such as improving the operational performance of the organization, improving business ethics, trust and value creation for shareholders, etc. for the organization and stakeholders .
