3Divergent Practicesunique and pioneering step towards standardization of diverse secretarial practices
4Secretarial Practices Meaningdocuments relating to various aspects ofsecretarial practi in the corporate sector.PolicySecretarial PracticesIntegrateHarmonizeStandardize
5Companies Act 2013 – Recognizing Secretarial Standard Section 118(1 General and Board meetingsSection Preparation of report on the Annual General MeetingSection Function of the Company Secretary (CS) includes ensuring that the company complies with the applicable Secretarial Standards.Section 118(10)Section 121Section 205
6Scope In conformity with the provisions of the applicable laws Supplement such laws, rules and regulations in the direction of promoting better corporate governance.
7practical applicability and Scope - Generalusages,the applicable laws,practical applicability andbusiness environment,the best secretarial practices prevalent keeping in view the governance aspect
8Growth and enhanced visibility of the profession PurposeGrowth and enhanced visibility of the professionIntegrationHarmonizationStandardizationUniformitySystematic
9Need of Secretarial Standard Board To address areas where:Law is SilentLaw is AmbiguousLaw has multiple meaningLaw is AmbiguousLaw has multiple meaningLaw is SilentSo as to bring more clarity & recommend good governance practices
10Principles Multi Legal-Interpretation / Non clarity Judicial Pronouncements Best governanceIndustry Practices – Best PracticesAddress Overlapping / Contradiction with other laws (Multiple Regulators)Legal Clarity v/s Language ClarityTypical Scenarios/Situations covered
11Advantages Better corporate governance Improvement of Qualitative secretarial practicesAdoption of uniform, consistent and best secretarial practicesTransparencyMore recognition to the CSIncreasing Professionalism
12Process of Formulation of SS 360 degree Standardized Procedurein a transparent manner;after extensive deliberations, analysis, research; andafter taking views of corporates, industry, regulators and the public at large.
14Outcome No. SS No. SS Name Month & Year of Publication Month & Year of Revision, if any1SS-1Secretarial Standard on Meetings of the Board of DirectorsDecember, 2001June 20072SS-2Secretarial Standard on General MeetingsMay, 2002October 20113SS-3Secretarial Standard on DividendMay, 2003-4SS-4Secretarial Standard on Register and RecordsOctober, 20055SS-5Secretarial Standard on MinutesSeptember, 20076SS-6Secretarial Standard on TransmissionSeptember 20077SS-7Secretarial Standard on Passing Resolutions by CirculationNovember 20088SS-8Secretarial Standard on Affixing of Common Seal9SS-9Secretarial Standard on Forfeiture of SharesNovember, 200810SS-10Secretarial Standard on Board's ReportJuly, 2009
15Outcome Guidance Note Name Month & Year of Publication S.No.Guidance Note NameMonth & Year of PublicationMonth & Year of Revision, if any1.Meetings of the Board of DirectorsJuly, 2002-2.General MeetingsNovember, 20023.Passing of Resolution by Postal BallotSeptember, 2002September 20124.DividendMay, 20035.Buy Back of SecuritiesDecember, 20036.Board’s ReportJuly, 20047.Preferential Issue of SharesDecember, 20078.Corporate Governance Certificate (Clause 49 of Listing Agreement)October 2005September 2007 andJuly 20109.Listing of Corporate Debt10.Related Party Transactions11.Board ProcessesDecember 201012.Non Financial DisclosuresMay 2011October 2011
16International Scenario ICSI is the pioneerVision is to promote SS Internationally
17Present SS 1 – Meeting of Board of Directors Law is Silent - certain good governance practices are recommendedWho has the power to adjourn the meeting?Time for serving of agendaLaw is Ambiguous - more clarity is brought inVideo conferencing for directors, if company makes it availableInterested Director for the purpose of QuorumLaw has multiple meaningProhibition of board meeting on national holidaysDirectors participation through electronic mode in restricted items
18Present SS 2 – General Meetings Law is Silent - certain good governance practices are recommendedWhether AGM can be postponed or cancelled ?Whether Secretarial Auditor compulsorily attend general meeting? If so, which GM?Law is Ambiguous - more clarity is brought inHow to consider proxy, if one proxy is appointed for more than 50 members?Electronic ballot in postal ballot cases???Law has multiple meaningWhether voting at the Meeting is mandatory for companies providing e-voting?Casting Vote
19Enhancement of role of CS Position of Company SecretaryAuthority to convene Board Meetings and issue notice in this regardIn 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.
20Steps to prevent oppression & Mismanagement Proof of sending and delivery of Notice & Agenda to be maintainedCopy of the signed Minutes certified by the Company Secretary shall be circulated to all DirectorsQuorum shall be present not only at the time of commencement of the MeetingOur Responsibility so that people have faith in Corporate Structure
21Minutes – Is it a book ? Future Plan Win the Company through Agenda, Minutes, ATRMinutes – Is it a book ?No it’s a decision making process
22Future Plan Revising all existing Secretarial Standards Revising all existing Guidance Notes
23Future PlanGuidance Note on RPTs (incl. Loans & Advances by a company)Guidance Note on CSR (under Companies Act, 2013)Guidance Note on Independent DirectorsGuidance Note on Video ConferencingGuidance Note on Annual Returns
24Structured Agenda/Minutes/ATR Ambitious PlanStructured Agenda/Minutes/ATRUniform MIS
25Beneficiaries Independent Directors Company Secretaries Companies Board
26Cascading Effect Better Governance Simplified Process Focus on StrategiesUniform practicesMore recognition
27Lets make Secretarial Standard a success mantra for Corporate Board