Secretarial Standard 42 nd National Convention of Company Secretaries 21-22-23 August , 2014
Dream A Dream seen in 2000 came true in 2014
Divergent Practices unique and pioneering step towards standardization of diverse secretarial practices
Meaning documents relating to various aspects of secretarial practi in the corporate sector. Policy Secretarial Practices
Companies Act 2013 – Recognizing Secretarial Standard Section 118(10) • Section 118(1 General and Board meetings • Section 121 - Preparation of report on the Annual General Meeting • Section 205 - Function of the Company Secretary (CS) includes ensuring that the company complies with the applicable Secretarial Standards. Section 121 Section 205
Scope • In conformity with the provisions of the applicable laws • Supplement such laws, rules and regulations in the direction of promoting better corporate governance.
Scope - General • usages, • the applicable laws, • practical applicability and • business environment, • the best secretarial practices prevalent keeping in view the governance aspect
Need of Secretarial Standard Board To address areas where: • Law is Silent • Law is Ambiguous • Law has multiple meaning Law is Ambiguous Law has multiple meaning Law is Silent So as to bring more clarity & recommend good governance practices
Principles Judicial Pronouncements Best governance • Multi Legal-Interpretation / Non clarity Industry Practices – Best Practices • Address Overlapping / Contradiction with other laws (Multiple Regulators) • Legal Clarity v/s Language Clarity • Typical Scenarios/Situations covered
Advantages • Better corporate governance • Improvement of Qualitative secretarial practices • Adoption of uniform, consistent and best secretarial practices • Transparency • More recognition to the CS • Increasing Professionalism
Process of Formulation of SS 360 degree Standardized Procedure • in a transparent manner; • after extensive deliberations, analysis, research; and • after taking views of corporates, industry, regulators and the public at large.
International Scenario • ICSI is the pioneer • Vision is to promote SS Internationally
Present SS 1 – Meeting of Board of Directors • Law is Silent - certain good governance practices are recommended • Who has the power to adjourn the meeting? • Time for serving of agenda • Law is Ambiguous- more clarity is brought in • Video conferencing for directors, if company makes it available • Interested Director for the purpose of Quorum • Law has multiple meaning • Prohibition of board meeting on national holidays • Directors participation through electronic mode in restricted items
Present SS 2 – General Meetings • Law is Silent - certain good governance practices are recommended • Whether AGM can be postponed or cancelled ? • Whether Secretarial Auditor compulsorily attend general meeting? If so, which GM? • Law is Ambiguous- more clarity is brought in • How to consider proxy, if one proxy is appointed for more than 50 members? • Electronic ballot in postal ballot cases??? • Law has multiple meaning • Whether voting at the Meeting is mandatory for companies providing e-voting? • Casting Vote
Enhancement of role of CS • Position of Company Secretary • Authority to convene Board Meetings and issue notice in this regard • In case of Board Meetings, only CS is in attendance. • Facilitate convening and holding of meeting of Independent Directors, • Minutes shall be kept in the custody of the Company Secretary.
Steps to prevent oppression & Mismanagement • Proof of sending and delivery of Notice & Agenda to be maintained • Copy of the signed Minutes certified by the Company Secretary shall be circulated to all Directors • Quorum shall be present not only at the time of commencement of the Meeting Our Responsibility so that people have faith in Corporate Structure
Future Plan • Win the Company through Agenda, Minutes, ATR Minutes – Is it a book ? • No it’s a decision making process
Future Plan • Revising all existing Secretarial Standards • Revising all existing Guidance Notes
Future Plan • Guidance Note on RPTs (incl. Loans & Advances by a company) • Guidance Note on CSR (under Companies Act, 2013) • Guidance Note on Independent Directors • Guidance Note on VideoConferencing • Guidance Note on Annual Returns
Ambitious Plan Structured Agenda/Minutes/ATR Uniform MIS
Beneficiaries • Independent Directors • Company Secretaries • Companies • Board
Lets make Secretarial Standard a success mantra for Corporate Board
And create Good Governance