Transcript Excellence Through Good Governance - Home

About the Presentation
This presentation covers all areas in which a company secretary can
contribute considering
– The role and position of company secretary in the company
– Educational background of company secretary
This presentation has been divided into following parts:
– General Role of Company Secretaries
– Role of Company Secretaries under Company Secretaries Act 1980
– Education of Company Secretaries
– Qualities of Company Secretaries
– Corporate Governance and Company Secretaries
Additional Material is placed at the end of presentation for use of
members. Member can change the presentation as per their needs and
present it to their employer. Members can also include contents of
various presentations placed on the website of the Institute.
Company Secretaries
Catalyst for Good
Corporate Governance
Company Secretary
Company Secretary is the officer of the
company who aligns various management
functions with company policies, ensures
compliance of all applicable laws and
endeavours to develop
mutual trust
between
various
stakeholders
for
sustainable growth of the company.
originated from the Latin word
‘secretarius’
COMPANY
SECRETARY
A person to whom a SECRET is entrusted. It reflects the
confidentiality of the role and the trust placed on the position.
SECRET
is always MOST IMPORTANT
STRATEGIC DECISIONS
are MOST IMPORTANT
COMPANY SECRETRY
provides inputs for STRATEGIC DECISIONS
COMPANY SECRETRY
advises on MANAGEMENT
COMPANY SECRETRY
advises on COMPLIANCES
COMPANY SECRETRY
advises on BUSINESS ETHICS
Company Without Company Secretary
Company
Policies
Regulatory
Compliances
Ethics and
Mutual Trust
Management
Functions
NO COORDINATION
In the
COMPANY
Company With Company Secretary
Company
Policies
Management
Functions
Regulatory
Compliances
Ethics and
Mutual Trust
COMPANY SECRETRY
aligns everything to
CORPORATE GROWTH
Company Secretary is Vital Link
INVESTORS
GOVT &
REGULATOR
BOARD
COMPANY
SECRETARY
OTHER
EMPLOYEES
STAKEHOLDERS
PUBLIC
COMPANY SECRETARIES ACT 1980
“The profession of Company
Secretaries has an important
part to play in the introduction
of professionalism in the area of
corporate management”
Shri P Shiv Shankar, the then Minister of Law,
Justice and Company Affairs while moving the
Company Secretaries Bill, 1980
Profile of CS Under the Act
Sub-section (2) of Section 2
(b)
“Perform or performs services in relation to
promotion,
forming,
incorporation,
amalgamation, reconstruction, reorganisation
or winding up of the Companies”
These are the areas of Strategic Management and
require extensive research, analysis, innovation,
negotiation, documentation, etc.
Profile of CS Under the Act
Sub-section (2) of Section 2
(c) (i) “Authorised Representative of a company with
respect to filing, registering, presenting,
attesting or verifying, any documents by or on
behalf of the company”
Authorised
representative
does
not
mean
representation before government and regulatory
authorities only
Representation is also made to Investors, business
partners, banks and money lenders, media,
arbitrators, customers, suppliers, … the list is very
long
Profile of CS Under the Act
Sub-section (2) of Section 2
(c) (i) “Secretarial Auditor or Consultant”
It is Audit of Secretarial Function.
Secretarial function now encompasses compliance of
all laws applicable to the company and adherence to
good corporate governance norms.
Profile of CS Under the Act
Sub-section (2) of Section 2
(c) (vi) “Advisor to company on MANAGEMENT,
including legal or procedural matters falling
under any law for the time being in force”
General Management includes Leadership and
Strategic Management
Various Management Function in which we provide
our services include Legal, Financial, HRD, Marketing,
Production, Information Technology, Infrastructure,
R&D, Quality, etc.
COMPANY SECRETARY
plays a WIDER ROLE
COMPANY SECRETARIES
Have WIDER KNOWLEDGE
Education
Management Coverage
•
•
•
•
•
•
•
•
•
•
Management of Affairs of
Board and its Committees
General Management
Corporate Restructuring
Management, Operational
and System Audit
HRD and Industrial
Relations
Finance and Accounting
Cost Management
Management Information
System
Quantitative Techniques
Corporate Communications
Legal Coverage
• General and Commercial
Laws
• Company Law
• Securities Laws
• Tax Laws
• Industrial and Labour Laws
• Economic Laws
• IPR Laws
• Environmental Laws
• Infrastructure Relating Laws
• Other Laws
Pre-membership Training
15 months training in
– approved companies or
– practising company
secretaries
–
–
–
–
15 days training in a
specialised agency
Registrar of Companies
Stock Exchanges
Financial Institutions
Management Consultants
15 days Secretarial Modular
Training Programme or the
SMTP to
– develop leadership qualities
– inter-personal relations
– decision making skills
Continuing Education
Special Programmes on:
–
–
–
–
Corporate Governance
Capital Market
Corporate Laws
Other Areas Regular Programmes
– Conventions and Conferences
– Seminars and Workshops
– Study Circle Meetings
Collaborative Programmes with
– Government and Regulators
– Industry Associations
– Chambers of Commerce
– Sister Professional Bodies
Monthly Updates
Containing
• Articles on
-Corporate Governance
-Corporate Laws
-Management
• Corporate Miscellany
• Case laws
• Notifications
• Point of View
• Prized Queries
QUALITIES
of COMPANY SECRETARIES
Company Secretaries are Built
on
Independence
Ethics
Excellence
Company Secretaries are Stitched to
ICSI Values
Integrity
Collective
Wisdom
Service
Innovation
CS Uses 3 Cs
• Creativity – Innovation is the critical success
factor
• Confidence – Belief in Self (Yes, I Can Do It)
• Communication – It is Communication that
creates opportunities and CS uses it
effectively while dealing with stakeholders
COMPANY SECRETRY
advises on CORPORATE
GOVERNANCE
PRACTICES AND
PROCESSES
Corporate Governance
”Corporate
Governance
is the application of
best management practices, compliance of
law in true letter and spirit and adherence to
ethical standards for effective management
and distribution of wealth and discharge of
social
responsibility
for
sustainable
development of all stakeholders”
-ICSI
We strive for
Excellence in
Corporate Governance
because
Best Governed Companies excel even in
turbulent times
For example, companies that have won
ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2001
Infosys is amongst the best-governed companies in India and it
has grown significantly even when many IT companies have
vanished.
ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2001
BSES has consistently earned high returns, increased its net
worth and enhanced its shareholders wealth for so many
decades.
ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002
Dr. Reddy Lab’s strong research and development, combined
technical excellence with professional management and best
HR policies has brought it amongst highly respected
companies in India.
ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002
TISCO is one of the lowest cost steel producers in the world and
is amongst the most profitable steel companies. Its corporate
sustainability model and ethical dealings with customer,
government and business partners makes this possible.
ICSI
NATIONAL AWARD
FOR EXCELLENCE
IN
CORPORATE GOVERNANCE
2002
IBP has maintained and updated its professional management
culture, system and processes. The thrust of its human
resource policies is to develop people into ‘achievers’ than just
‘performers’.
These examples tell us
Good Corporate
Governance
is key to Growing
Profits and
Reputation
ADDITIONAL MATERIAL
QUALITIES
of
COMPANY SECRETARIES
Knowledge of Business
• Vision, Mission and Policies of the Company
• Products Range of the Company
• Specialty About Industry
• Business Scenario – Both Domestic and
International
• CMIE and Stock Exchange Statistics
• Competitive Intelligence
• Applicable Laws
• Future Outlook
CS Provides PQRS
• Productivity – Company Secretaries use
resources in most profitable manner
• Quality – Company Secretaries do not
compromise on quality
• Reliability – Company Secretaries exhibit
trust and loyalty to company all the time
• Service – Due to wider knowledge CS
provide Value Added Services with courtesy
and smile
Periodical SWOT Analysis
• Strengths: What are our strengths?
• Weaknesses: What are our weaknesses?
• Opportunities: What are new opportunities?
• Threats: What are new threats?
So that
Company can CHANGE with the TIME
Use Technology to Beat Technology
• Extensively using Internet and E-commerce
• Knowledge of Enterprise Resource Planning
(ERP)
• Using ERP and CRM in Practising Firms
• Using Data Warehousing and Data Mining
Tools
• Discovering Computer Based Complex
Business Analysis Models
There are many more...
Excellence in Corporate
Governance leads to
National Excellence
National
Excellence
Social
Excellence
Corporate
Excellence
Excellence in
Corporate
Governance
KNOWLEDGE
from ICSI PUBLICATIONS
Secretarial Standards
Objective: “To integrate, harmonise, and
standardise the diverse secretarial practices
for good corporate governance.”
ICSI is the only professional body in the world to issue Secretarial Standards
Secretarial Standards are
developed:
• in a transparent manner
• after extensive research
Secretarial Standards issued by
the ICSI:
• SS-1 Meetings of the Board of
Directors
• SS-2 General Meetings
• after taking views of
corporates, regulators and the • SS-3 Dividend
public at large
Guidance Note on Passing of
Resolution by Postal Ballot
Model Formats for CG Reporting
• Original research covering
1700 companies
• Covering best practices
and formats for better
Corporate Governance
CG Evaluation Methodology
MANAGEMENT
• Leadership & Strategy
• Competence
• Decision Making
• Organisational Climate
ETHICS
• Written Code
• Corporate Social
Responsibility
• Good Business practices
CREATIVITY AND INNOVATION
•
New product/Services
•
R & D Initiatives
• Other Innovations
RESPONSIBILITY TO CUSTOMERS
• Good Manufacturing/Services
Practices
• Customer Satisfaction
FINANCIAL PERFORMANCE
•
Wealth Creation
•
Wealth Management
•
Wealth Distribution
DISCLOSURE STANDARDS
•
Adequacy and
Compliances
•
Better Standards
CONTRIBUTION IN VARIOUS
DEPARTMENTS
STRATEGY
CORPORATE
COMMUNICATION
Company
Secretary
deals
with all
departments
R&D AND
PRODUCTION
MARKETING
INFORMATION
TECHNOLOGY
SECRETARIAL
AND LEGAL
FINANCIAL AND
ACCOUNTS
HUMAN
RESOURCES
STRATEGY
• Core of Decision Making Process
• Planning and Executing Strategies
• Mergers, Acquisition and Takeover (MAT)
• Capital Investment Decisions
• New Factory or Unit or Transfer
• Risk Management
• Join Ventures and Collaborations
• Due Diligence and Search Reports
SECRETARIAL & LEGAL
• Corporate Governance Norms
• Compliance of all Laws applicable to the
Company
• Compliances with directions of Self
Regulatory Organisations and Industry
Associations
• Compliance of Listing Agreement
• Preparation for Litigation and Legal
Documentations
• Representation before various Tribunals and
Regulatory Authorities
• Arbitration and ADR
FINANCE AND ACCOUNTS
• Compilation and Finalisation of Accounts
• Secretary to Audit Committee
• Tax Management (Both Direct and Indirect)
• Project Planning and Evaluation
• Loan Syndication and Documentation
• Internal Audit
• Transfer Pricing
• Investment Analysis
• Budgetary Controls
HUMAN RESOURCES
• Compliance of Labour Laws
• Appointment of Directors and Senior
Management Personnel
• Motivation and Remuneration Strategies
• Organisational Change Management
• Performance Appraisal
• Industrial Safety and Working Conditions
• Industrial Relations
• Immigration and Emigration
INFORMATION TECHNOLOGY
• Development of Management Information
System (MIS)
• Cyber Laws and Digital Signature
• Electronic Records and Online Filing
• Software Copyright and Licensing
• Information System Audit
• Control Policy and Internal Code of Conduct
• Information Risk Management
MARKETING
• Agreements with Customers
• Compliance of Packaging Rules
• Sales Tax Management
• Registration and Licensing of Trademarks
• Consumer Protection Act Cases
• Competition Act and Unfair Trade Practices
• Arbitration and Dispute Settlements with
Customers
R&D AND PRODUCTION
• Intellectual Property Rights – Patenting
Products, Process, Designs, etc
• Compliance of Industrial Laws
• Compliance of Environment Laws
• Industrial Safety Policy
• Ensuring Better Working Conditions
CORPORATE COMMUNICATION
• Conducting high profile meetings
– Agenda, Notice and Minutes
– MIS and Follow-up
• Effective Communication with all
stakeholders
–
–
–
–
–
–
Board and Employees
Shareholders and Money Lenders
Investors and Stock Exchanges
Government and Regulators
Press and Electronic Media Liaison
General Public
MANAGEMENT KNOWLEDGE
Strategic Management
• Promotion and Formation of Companies
• Business policy and strategy and the overall
planning
• Determination of the organizational structure
(decision-making system) that will most effectively
meet the objectives of the organization
• Management audits
• Reconstruction and Reorganization
• Mergers and Acquisitions
• Joint Ventures/ Strategic Alliances/ MOUs
Financial Management
• Working capital and liquidity management
• Determination of an appropriate capital structure
• Analysis of capital investment proposals
• Development of accounting systems
• Budgetary controls
• Business valuations prior to mergers and/or
acquisitions
Marketing Management
• Analysis and formulation of a marketing strategy
• Formulation of customer service and pricing
policies
• Organization of distribution channels (sell to
wholesalers or directly to retailers, direct mail,
franchise, etc.)
• Organization of the distribution process
• Package design
• Other matters related to the marketing strategy and
operations of an organization.
Market Research
• Secure information on the prospects and
performance of an organization's products in the
market
• Market analysis (size and other characteristics of a
market)
• Analysis of consumer attitudes and preferences
• Economic and social intelligence services not in
connection with merchandised products, such as
– Industry analysis
– Econometric modelling
– Demographic analysis
Human Resources Management
• Audit of the personnel function
• Development of a human resource policy
• Human resource planning, recruitment procedures
• Motivation and remuneration strategies
• Human resource development
• Labour-management relations
• Absenteeism control
• Performance appraisal
• Other matters related to the personnel
management function of an organization
Production Management
• Effective utilization of materials in the production
process
• Inventory management and control
• Time and motion studies
• Job and work methods
• Quality control and Performance standards
• Safety standards
• Office management
• Planning and design and other matters related to
production management
Project Management
• Budgeting, accounting and cost control
• Procurement
• Planning of
conditions
timescales
and
other
• Coordination of subcontractors' work
• Inspection and quality control
operating
Information System Management
• Analysis of the clients' needs
• Defining functional specification
• Setting up the team
• Project management
• Technical coordination and integration
• Definition of the high level systems architecture
• Information system control policies
Due Diligence/ Credit Reporting
• Reporting of
businesses
credit
ratings
of
persons
and
• Credit experience of prospective customers, loan
applicants, etc
• Types of Due Diligence
-
Overall Business
Compliance
Human Resources
Financial
Customer Base
Systems
- Technical
- Legal Ownership
- Environmental
- Taxation
- Related Parties
- Software Ownership
LEGAL KNOWLEDGE
Corporate Structures
• Companies Act
• Indian Trust Act
• Societies Registration Act
• Multi-state Cooperative Societies Act
• Indian Partnership Act
Securities Related Laws
• Securities Contract Regulation Act
• Securities and Exchange Board of India Act
• Depositories Act
Labour and Industrial Laws
• Factories Act
• Industrial Dispute Act
• Minimum Wages Act
• Payment of Wages Act
• Payment of Gratuity Act
• Payment of Bonus Act
• Employees PF and Misc. Provisions Act
• Employees State Insurance Act
• Workmen’s Compensation Act
Labour and Industrial Laws
• Equal Remuneration Act
• Industrial Employment (Standing Orders) Act
• Maternity Benefit Act
• Apprentice Act
• Contract Labour (Regulation and Abolition) Act
• Trade Unions Act
• The
Employment
Exchanges
Notification of Vacancies) Act
(Compulsory
Fiscal Laws
• Foreign Exchange Management Act
• Foreign Contribution (Regulation) Act
• Income Tax Act
• Wealth Tax Act
• Central Excise Act
• Customs Act
• Sales Tax Act
• Service Tax - Finance Act 1994
• RBI Act – Guidelines and Notifications
Economic Laws
• Industrial (Development and Regulation) Act
• Foreign Trade (Development and Regulation) Act
• Competition Act
• Consumer Protection Act
• Essential Commodities Act
• Standards of Weights and Measures Act
IPR Laws
• Copyright Act
• Patent Act
• Trademarks Act
• Design Act
• Geographic Indication of Goods (Registration and
Protection) Act
Special Industry Specific Laws
• Banking Regulation Act
• Insurance Act
• Securitisation Act
• Telecom Regulatory Authority of India Act
• Electricity Act
• National Highway Authority Act
• Indian Port Trust Act
Environment Laws
• Water (Prevention and Control Pollution) Act
• Air (Prevention and Control Pollution) Act
• Environment Protection Act
• Public Liability Insurance Act
Other Applicable Laws
• Information Technology Act
• Indian Contact Act
• Arbitration and Conciliation Act
• Negotiable Instruments Act
• Indian Evidence Act
• Code of Civil Procedure
• Code of Criminal Procedure
• Limitation Act
• Indian Stamp Act
• Transfer of Property Act