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About the PresentationAbout the PresentationThis 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.
Catalyst for Good Corporate Governance
Catalyst for Good Corporate Governance
Company SecretariesCompany Secretaries
Company SecretaryCompany 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.
COMPANYCOMPANY SECRETARYSECRETARY
originated from the Latin word
‘secretarius’
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 DECISIONSare MOST
IMPORTANT
COMPANY SECRETRYprovides inputs for STRATEGIC DECISIONS
COMPANY SECRETRYadvises on MANAGEMENT
COMPANY SECRETRYadvises on COMPLIANCES
COMPANY SECRETRYadvises on BUSINESS ETHICS
Company Without Company SecretaryCompany Without Company Secretary
Regulatory Compliances
ManagementFunctions
Eth
ics
and
Mu
tual
Tru
st
Com
panyP
olicies
NO COORDINATION In the
COMPANY
Company With Company SecretaryCompany With Company Secretary
CompanyPolicies
ManagementFunctions
Regulatory Compliances
Ethics andMutual Trust
CORPORATE GROW
TH
COMPANY SECRETRYaligns everything to
CORPORATE GROWTH
Company Secretary is Vital LinkCompany Secretary is Vital Link
INVESTORS
BOARD
EMPLOYEES
PUBLIC
OTHERSTAKEHOLDERS
GOVT ®ULATOR
COMPANYSECRETARY
COMPANY SECRETARIES ACT 1980
Shri P Shiv Shankar, the then Minister of Law, Justice and Company Affairs while moving the Company Secretaries Bill, 1980
“The profession of Company Secretaries has an important
part to play in the introduction of
professionalism in the area of corporate management”
Profile of CS Under the ActProfile of CS Under the Act
(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.
Sub-section (2) of Section 2
Profile of CS Under the ActProfile of CS Under the Act
(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
Sub-section (2) of Section 2
Profile of CS Under the ActProfile of CS Under the Act
(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.
Sub-section (2) of Section 2
Profile of CS Under the ActProfile of CS Under the Act
(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.
Sub-section (2) of Section 2
COMPANY SECRETARYplays a WIDER ROLE
COMPANY SECRETARIESHave WIDER KNOWLEDGE
• 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
• 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
Management Coverage
Legal Coverage
EducationEducation
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
Pre-membership TrainingPre-membership Training
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
Continuing EducationContinuing Education
Containing
• Articles on
-Corporate Governance
-Corporate Laws
-Management
• Corporate Miscellany
• Case laws
• Notifications
• Point of View
• Prized Queries
Monthly UpdatesMonthly Updates
QUALITIES of COMPANY SECRETARIES
Company Secretaries are Built on
Ethics
Excellence
Independence
Company Secretaries are Stitched to ICSI Values
Integrity
Collective Wisdom
Service
Innovation
CS Uses 3 CsCS 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 SECRETRYadvises on CORPORATE
GOVERNANCE PRACTICES
AND PROCESSES
Corporate GovernanceCorporate 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 forExcellence in
Corporate Governancebecause
Best Governed Companies excel even in turbulent times
For example, companies that have won
Infosys is amongst the best-governed companies in India and it has grown significantly even when many IT companies have vanished.
ICSI NATIONAL AWARDFOR EXCELLENCE
IN CORPORATE GOVERNANCE
2001
ICSI NATIONAL AWARDFOR 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 AWARDFOR 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 AWARDFOR 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 AWARDFOR 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
Growing Profits and Reputation
Good Corporate Governance
is key to
ADDITIONAL MATERIAL
QUALITIES of COMPANY SECRETARIES
Knowledge of BusinessKnowledge 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 PQRSCS 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 AnalysisPeriodical 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 TechnologyUse 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
Corporate Excellence
Social Excellence
National Excellence
Excellence in Corporate Governance leads to National Excellence
KNOWLEDGE from ICSI PUBLICATIONS
Objective: “To integrate, harmonise, and standardise the diverse secretarial practices for good corporate governance.”
Secretarial Standards are developed:
• in a transparent manner
• after extensive research
• after taking views of corporates, regulators and the public at large
Secretarial Standards issued by the ICSI:
• SS-1 Meetings of the Board of Directors
• SS-2 General Meetings
• SS-3 Dividend
Guidance Note on Passing of Resolution by Postal Ballot
ICSI is the only professional body in the world to issue Secretarial Standards
Secretarial StandardsSecretarial Standards
• Original research covering 1700 companies
• Covering best practices and formats for better Corporate Governance
Model Formats for CG ReportingModel Formats for CG Reporting
CG Evaluation MethodologyCG Evaluation Methodology
MANAGEMENT• Leadership & Strategy• Competence • Decision Making• Organisational Climate
RESPONSIBILITY TO CUSTOMERS
• Good Manufacturing/Services Practices
• Customer Satisfaction
FINANCIAL PERFORMANCE
• Wealth Creation• Wealth Management • Wealth Distribution
ETHICS• Written Code• Corporate Social
Responsibility• Good Business
practices
CREATIVITY AND INNOVATION• New product/Services• R & D Initiatives• Other Innovations
DISCLOSURE STANDARDS• Adequacy and
Compliances • Better Standards
CONTRIBUTION IN VARIOUS DEPARTMENTS
CompanySecretary
deals with all
departmentsCORPORATE
COMMUNICATION
STRATEGYSECRETARIAL
AND LEGAL
FINANCIAL ANDACCOUNTS
HUMAN RESOURCES
INFORMATION TECHNOLOGY
MARKETING
R&D AND PRODUCTION
STRATEGYSTRATEGY• 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 & LEGALSECRETARIAL & 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 ACCOUNTSFINANCE 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 RESOURCESHUMAN 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 TECHNOLOGYINFORMATION 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
MARKETINGMARKETING• 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 PRODUCTIONR&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 COMMUNICATIONCORPORATE 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 ManagementStrategic 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 ManagementFinancial 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 ManagementMarketing 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 ResearchMarket 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 ManagementHuman 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 ManagementProduction 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 ManagementProject Management• Budgeting, accounting and cost control
• Procurement
• Planning of timescales and other operating conditions
• Coordination of subcontractors' work
• Inspection and quality control
Information System ManagementInformation 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 ReportingDue Diligence/ Credit Reporting• Reporting of credit ratings of persons and
businesses
• Credit experience of prospective customers, loan applicants, etc
• Types of Due Diligence- Overall Business - Technical
- Compliance - Legal Ownership
- Human Resources - Environmental
- Financial - Taxation
- Customer Base - Related Parties
- Systems - Software Ownership
LEGAL KNOWLEDGE
Corporate StructuresCorporate Structures• Companies Act
• Indian Trust Act
• Societies Registration Act
• Multi-state Cooperative Societies Act
• Indian Partnership Act
Securities Related LawsSecurities Related Laws• Securities Contract Regulation Act
• Securities and Exchange Board of India Act
• Depositories Act
Labour and Industrial LawsLabour 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 LawsLabour 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 (Compulsory Notification of Vacancies) Act
Fiscal LawsFiscal 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 LawsEconomic 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 LawsIPR Laws• Copyright Act
• Patent Act
• Trademarks Act
• Design Act
• Geographic Indication of Goods (Registration and Protection) Act
Special Industry Specific LawsSpecial 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 LawsEnvironment Laws• Water (Prevention and Control Pollution) Act
• Air (Prevention and Control Pollution) Act
• Environment Protection Act
• Public Liability Insurance Act
Other Applicable LawsOther 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