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
Policy
documents relating to various aspects of
Secretarialpracti
Practices
secretarial
in the corporate sector.
Integrate
Standardize
Harmonize
Companies Act 2013 –
Recognizing Secretarial Standard
Section 118(10)
• Section
118(1 General and Board
meetings
Section 121
121 - Preparation of report
• Section
on the Annual General Meeting
• Section
Section 205
205 - Function of the
Company Secretary (CS) includes
ensuring that the company
complies with the applicable
Secretarial Standards.
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
Purpose
Growth and
enhanced
visibility of the
profession
Systematic
Integration
Uniformity
Harmonization
Standardization
Need of Secretarial Standard Board
To address areas where:
Law is
Ambiguous
•
Law is Silent
Law has multiple
Law is Silentmeaning
• Law is Ambiguous
• Law has multiple meaning
So as to bring more clarity & recommend good governance practices
Principles
Multi LegalInterpretation /
Non clarity
Typical
Scenarios/Sit
uations
covered
Judicial
Pronouncements
Best
governance
Legal Clarity
v/s
Language
Clarity
Industry
Practices – Best
Practices
Address
Overlapping /
Contradiction
with other laws
(Multiple
Regulators)
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.
Secretarial Standard Board
Outcome
No.
SS
No.
SS Name
Month & Year of Month & Year
Publication
Revision, if any
1
SS-1
Secretarial Standard on Meetings of the Board of
Directors
December, 2001
June 2007
2
SS-2
Secretarial Standard on General Meetings
May, 2002
October 2011
3
SS-3
Secretarial Standard on Dividend
May, 2003
-
4
SS-4
Secretarial Standard on Register and Records
October, 2005
-
5
SS-5
Secretarial Standard on Minutes
September, 2007
-
6
SS-6
Secretarial Standard on Transmission
September 2007
-
7
SS-7
Secretarial Standard on Passing Resolutions by
Circulation
November 2008
-
8
SS-8
Secretarial Standard on Affixing of Common Seal
November 2008
-
9
SS-9
Secretarial Standard on Forfeiture of Shares
November, 2008
-
10
SS-10
Secretarial Standard on Board's Report
July, 2009
-
of
Outcome
S.No.
Guidance Note Name
Month & Year of
Publication
Month & Year of
Revision, if any
1.
Meetings of the Board of Directors
July, 2002
-
2.
General Meetings
November, 2002
-
3.
Passing of Resolution by Postal Ballot
September, 2002
September 2012
4.
Dividend
May, 2003
-
5.
Buy Back of Securities
December, 2003
-
6.
Board’s Report
July, 2004
-
7.
Preferential Issue of Shares
December, 2007
-
8.
Corporate Governance Certificate (Clause 49 of Listing
October 2005
September 2007 and
Agreement)
July 2010
9.
Listing of Corporate Debt
July 2010
-
10.
Related Party Transactions
July 2010
-
11.
Board Processes
December 2010
-
12.
Non Financial Disclosures
May 2011
October 2011
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 Video Conferencing
Guidance Note on Annual Returns
Ambitious Plan
Structured Agenda/Minutes/ATR
Uniform MIS
Beneficiaries
•
•
•
•
Independent Directors
Company Secretaries
Companies
Board
Cascading Effect
Simplified
Process
More
recognition
Better
Governance
Uniform
practices
Focus on
Strategies
Lets make Secretarial Standard a success
mantra for Corporate Board
And create
Good Governance