Secretarial Standard
42 nd National Convention of Company Secretaries21-22-23 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. Integrate
HarmonizeStandardize
Policy
Secretarial Practices
Companies Act 2013 – Recognizing Secretarial Standard
• 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 118(10)
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
the applicable laws,
business environment,
usages,
practical applicability and
the best secretarial practices prevalent keeping in view the governance aspect
Purpose
Growth and enhanced
visibility of the profession
Integration
Harmonization
Standardization
Uniformity
Systematic
Need of Secretarial Standard Board
To address areas where:
• Law is Silent
• Law is Ambiguous
• Law has multiple meaning
Law is Silent
Law is Ambiguous Law has multiple
meaning
So as to bring more clarity & recommend good governance practices
Principles
Multi Legal-
Interpretation /
Non clarity
Judicial
Pronouncements Best
governance
Industry Practices – Best
Practices
Address Overlapping / Contradiction
with other laws (Multiple
Regulators)
Legal Clarity v/s
Language Clarity
Typical Scenarios/Sit
uations 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.
Secretarial Standard Board
Outcome
No. SS No.
SS Name Month & Year of Publication
Month & Year of 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 -
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 Agreement)
October 2005 September 2007 and
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
Better Governance
Simplified Process
Focus on Strategies
Uniform practices
More recognition
Lets make Secretarial Standard a success
mantra for Corporate Board
And create Good Governance