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Company Secretary Beyond Today

Company Secretary Beyond Today. DIR A. DIR B. DIR C. DIR D. DIR E. CUSTOMERS. INVESTORS. GOVERNMENT AND REGULATORS. SUPPLIERS. SOCIETY. BOARD OF DIRECTORS. STRATEGIC PLANNING AND CONTROL. EXTERNAL STAKEHOLDERS. DEPARTMENTS IN A COMPANY. CORPORATE PLANNING. SECRETARIAL

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Company Secretary Beyond Today

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  1. Company Secretary Beyond Today

  2. DIR A DIR B DIR C DIR D DIR E CUSTOMERS INVESTORS GOVERNMENT AND REGULATORS SUPPLIERS SOCIETY BOARD OF DIRECTORS STRATEGIC PLANNING AND CONTROL EXTERNAL STAKEHOLDERS DEPARTMENTS IN A COMPANY CORPORATE PLANNING SECRETARIAL AND LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY OPERATIONAL PLANNING AND EXECUTION

  3. A person is required to coordinate between all the stakeholders and departments

  4. The person must possess • Coordination and Communication Skills • Knowledge of activities of all departments • Knowledge of all laws applicable to the company • Highest level of Integrity and Independence since he has access to all kind of information (both public and confidential)

  5. HE MUST ALSO KEEP SECRECY

  6. originated from the Latin word ‘secretarius’ Person who keeps SECRETS. It reflecting the confidentiality of the role and the trust placed on its holder COMPANY SECRETARY

  7. DIR A DIR B DIR C DIR D DIR E CUSTOMERS INVESTORS GOVERNMENT AND REGULATORS SUPPLIERS SOCIETY BOARD OF DIRECTORS STRATEGIC PLANNING AND CONTROL COMPANY SECRETARY EXTERNAL STAKEHOLDERS DEPARTMENTS IN A COMPANY CORPORATE PLANNING SECRETARIAL AND LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY OPERATIONAL PLANNING AND EXECUTION

  8. Company Secretary in Employment The Company Secretary, a professional bound by the Code of Conduct, aligns various management functions with company policies, ensures compliance of all applicable laws and endeavours to develop mutual trust between various stakeholders leading to good corporate governance and sustainable growth of the company.

  9. SUSTAINABLE GROWTH Company Secretary in Employment Ethics and Mutual Trust Regulatory Compliances Management Functions COMPANY SECRETARY navigates the CORPORATE GROWTH with GOOD GOVERNANCE Company Policies

  10. Company Secretary in Practice The Company Secretary in practice is an independent professional, bound by the Code of Conduct, rendering audit, advisory and representation services in relation to management, law and corporate governance processes and practices.

  11. Contribution in Various Departments CORPORATE PLANNING SECRETARIAL AND LEGAL CompanySecretarydeals with all departments FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY

  12. General Management Skills • Planning and Control – Formulating a programme for a definite course of action and overseeing its implementation • Communication – Exchange of information between various stakeholders • Coordination – Integration and harmonisation of diverse operations • Decision Making – Evaluation of various options available to the management • Problem Solving – Conflict resolution, contingency planning, etc

  13. Legal and Secretarial • Advisory – Advising on applicability, interpretation and procedures under various laws • Compliances – Ensuring compliances under various all laws applicable to the company • Certification – Issuing certificates required under various laws • Audit – Conducting Secretarial Audit, Securities Audit, Intermediaries Audit and other Audit as required under any law for the time being in force • Due Diligence, Search, Credit Reporting, etc

  14. Legal and Secretarial • Representation – Authorised representative before government and regulatory bodies, quasi-judicial bodies, etc. • Legal Documentation – Drafting and vetting of various legal documents including agreements, contracts, deeds, power of attorney, etc. • Arbitration and Conciliation – Arbitration, conciliation and Other Alternate Dispute Resolution (ADR) methods for settlement of commercial disputes

  15. Corporate Communication • Communication with directors, investors, employees, consumers, suppliers, government and regulators, media and general public • MIS and Follow-up of board decisions • Notice and Agenda for Meetings • Issue of various Circulars and Notices • Annual Report and Accounts

  16. Corporate Planning • Business policy and strategy and the overall planning • Joint Ventures/ Strategic Alliances/ MOUs • Promotion, Formation and Setting up of Companies/ Projects and Other forms of organisations • Reconstruction and Reorganization • Securities Management and Compliances • Mergers and Acquisitions • Risk Management • Intellectual Property Rights - Registration and Licensing • Management/ Operational Audits

  17. Finance and Accounts • Compliance of Fiscal Laws • Finalisation of Accounts • Budgetary controls • Investment Analysis • Capital Restructuring • Treasury Management • Loan Documentation and Syndication • Cost Management • Transfer Pricing • Internal Audit

  18. Human Resources Development • Compliance of Labour Laws • HRD Audit • Industrial Relations • Human resource planning, recruitment and training • Motivation and Compensation Packages • Performance appraisal • Promotion Policies • Voluntary Retirement Schemes

  19. Information Technology • Legal Reporting and Filing of E-Forms (DCA21, EDIFAR) • Compliance of Information Technology Act • Digital Signature - Registration and Usage • Software Licenses and Agreements • Information System Audit • Meetings through Video/ Teleconferencing • Web-casting of General Meetings • Functional coordination and integration

  20. Production and Operations • Compliance of Industrial and Environment Laws • Inventory management and control • Industrial Safety Standards • Project Management • Drafting of Contracts and Purchase Orders • Compliance of Works Contract Act • Budgeting, accounting and cost control

  21. Marketing • Compliance of Laws Relating to Competition and Consumers • Agreements with wholesalers, retailers, franchisee, etc. • Trademarks – Registration and Licensing • Legal aspects of Package Design • Vetting of Advertisements and Marketing Literature

  22. Company Secretaries Act 1980

  23. “The profession of Company Secretaries has an important part to play in the introduction of professionalism in the area of corporate management” Shri P Shiv Shankar, the then Minister of Law, Justice and Company Affairswhile moving the Company Secretaries Bill, 1980

  24. Company Secretary in Practice under Company Secretaries Act 1980 Sub-section (2) of Section 2 (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.

  25. Company Secretary in Practice under Company Secretaries Act 1980 Sub-section (2) of Section 2 (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

  26. Company Secretary in Practice under Company Secretaries Act 1980 Sub-section (2) of Section 2 (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.

  27. Company Secretary in Practice under Company Secretaries Act 1980 Sub-section (2) of Section 2 (c) (vi) “Advisor to company on MANAGEMENT, including legal or procedural matters falling under any law for the time being in force” Management is too wide to cover all operations of the Company All laws applicable to Companies are covered by this Sub-Section

  28. Services of Company Secretaries vary from Segment to Segment

  29. Different Services CORPORATE GOVERNANCE AUDIT ADVISORY REPRESENTATION COMPLIANCES DOCUMENTATION DUE DILIGENCE

  30. Different Knowledge Areas IPR & GENERAL BUSINESS LAWS STRATEGIC MANAGEMENT CORPORATE AND SECURITIES LAWS INTERNATIONAL TRADE LAW/ WTO FINANCE, ACCOUNTs AND TAXATION ENVIRONMENT LAWS IT AND CYBER LAWS HRD AND INDUSTRIAL LAWS

  31. Different Corporate Structures Society Expects Professionalism Here GOVT, REGULATORS AND OTHERS LISTED PUBLIC COMPANIES MUNICIPAL BOARDS UNLISTED PUBLIC COMPANIES COOP SOCIETIES AND PRODUCER COMPANIES PRIVATE LIMITED COMPANIES TRUSTS AND NGOS PUBLIC SECTOR UNDERTAKINGS

  32. Different Industry Segments TOURISM AND HOTEL CAPITAL MARKET AND ITS INTERMEDIARIES FINANCIAL SERVICES TEXTILES BANKING AND NBFCS IT ENABLED SERVICES AND BPO DRUGS, PHARMA AND HEALTHCARE IT SOLUTIONS CAPITAL GOODS INFRASTRUCTURE, POWER AND TELECOM AGRICULTURE AND FOOD PROCESSING MEDIA AND ENTERTAINMENT HOUSING AND CONSTRUCTION FMCG

  33. Different Scales LARGE SCALE MEDIUM SCALE SMALL SCALE

  34. INDIAN SUBSIDIARIES ABROAD Different Geographies of Operations MNCs INDIAN OPERATIONS

  35. Ÿ Earlier Trade in Goods and Services was local Now its Global

  36. Opportunities for Company Secretaries • Corporate Governance • Advisory and Compliances in Multinational Regulatory Environment • Investment Advisory • Intellectual Property Rights • Commercial Arbitration and ADR • Management Consultancy Services • BPO and Related Services • International Taxation and Transfer Pricing • and host of other services…

  37. Good Corporate Governance is one of the reason why Sensex has crossed 6000 Mark

  38. application of best management practices, compliance of law in letter and spirit and for sustainable development of all stakeholders” Corporate Governance ”Corporate Governance is the adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility • The Institute of Company Secretaries of India

  39. Best Management Practices are Vital for Wealth Creation and Management

  40. Best Management Practices • Knowledge Management (KM) • People Capability Maturity Model (P-CMM) • Effective Risk/ Crisis Management • Supply Chain Management (SCM) • Customer Relationship Management (CRM) • Quality Management System (ISO, CMM, Six Sigma, TQM) • Environment Management System (EMS) • Enterprise Resource Planning (ERP) • Research and Development 

  41. Law and Ethics are Vital for Wealth Sharing and Corporate Social Responsibility

  42. Compliance of Law • Company Law • Securities Related Laws • Competition and Consumer Related Laws • Labour and Industrial Laws • Environment Protection Laws • Tax Laws • IPR Laws • Industry Specific Laws • General Business Laws

  43. Company Secretaries have knowledge of both Management and Law and Bound by the Code of Conduct under Company Secretaries Act 1980

  44. Integrity Thus ensuring highest level of Independence Excellence Innovation

  45. Hence, Company Secretary has a vital role in Good Corporate Governance

  46. Corporate Governance is Our Vision

  47. Our Vision “To beglobal leaderin development of professionals specialising in corporate governance”

  48. Our Mission “To continuously develophigh calibre professionalsensuring good corporate governance and effective managementand to carry out proactive research and development activities forprotection of interest of all stakeholders, thuscontributing to public good”

  49. Vision and Mission require Action

  50. … and Action requires Cooperation between Members, Students and Employees

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