en تخصصي Special Original Article <div style="text-align: justify;"><span style="font-family:Times New Roman;"><strong>Background:</strong> 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<span dir="RTL">.</span><br> <strong>Method:</strong> 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. <strong><span dir="RTL"></span></strong><br> <strong>Results:</strong> 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<span dir="RTL">.</span><br> <strong>Conclusion:</strong> 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<span dir="RTL">.</span></span></div> Corporate governance, Business ethics, Rationality 41 49 http://ijethics.com/browse.php?a_code=A-10-108-1&slc_lang=en&sid=1 Ghazaleh Nazari-Aref 10031947532846002222 10031947532846002222 No Dept of Public Management, Chalous Branch, Islamic Azad University, Chalous, Iran Behzad Farokh-Seresht 10031947532846002223 10031947532846002223 Yes Dept of Public Management, Chalous Branch, Islamic Azad University, Chalous, Iran Ghorbanali Agha Ahmadi 10031947532846002224 10031947532846002224 No Dept of Public Management, Chalous Branch, Islamic Azad University, Chalous, Iran Saeed Eslami 10031947532846002225 10031947532846002225 No Dept. of Political Sciences, Chalous Branch, Islamic Azad University, Chalous, Iran