“Education is the most powerful weapon which you can use to change the world”.
Dear Professional Colleagues,
While writing this column, three themes struck to my mind for establishing the brand CS. These are: professional institution, professional excellence and professional responsibility. In one way or the other, the three are interrelated. For creating world class CS brand, it is imperative that we charter on the path of creating a world class institution for developing and regulating the profession. If we look at the rating of some of the world class universities, they continue to occupy top slots over several years, no matter whether it is economic slump or boom. Some of the common elements of these institutions to stay ahead are: the best faculty, the best students, the best pedagogy, the educational freedom, focus on research, large endowments and healthy budgets. These institutions connect their pedagogy, teaching and research to the real world situation and thus they stay closer to ground – companies, firms, trusts, governments, NGOs, or institutions. Most of these institutions adopt experiential learning, whereby students get exposed to live environment and they apply their learning of underlining theoretical concepts and thereby gain wonderful insights. The Greek philosopher Aristotle advocated experiential learning: “For the things we have to learn before we can do them, we learn by doing them”. In the process, the creative impulses of the students are brought to the fore and end result is development of integrated personality. Coming back to from where I started, the seeds for creating unique world CS brand need to be sown at the students stage itself and this can be done only by a world class professional Institute.
The Institute has been leveraging technology to provide better and efficient services to the students. The details of such e-services are published elsewhere in this issue. I am happy to inform that the Institute has made the study material available freely on its website in PDF as well as e-books format. We have introduced computer based examination for foundation level and open book examination for specialised subjects at professional level. Keeping the preference of different students in view, the Institute offers various modes of learning. It used to offer only to distance learning mode initially. As an optional measure, it now offers oral coaching all over the country to prepare students for examinations. It has recently started a full time three year residential course as yet another optional measure for students to prepare for the examinations. It launched this course on 12th July, 2014 at CCGRT, Mumbai in the hands of the EY World Entrepreneur of the year 2014, Shri Uday S. Kotak, Executive Vice Chairman and Managing Director, Kotak Mahindra Bank. It is heartening to note what Shri Kotak stated while launching the course: “… and I have no doubt that there is one institution which has to be the pillar of maximum governance; it is the Institute of Company Secretaries of India and each of you students, once pass out, you will be carrying the torch of ensuring that India moves to maximum governance and without that “ache din nahi aa sakte”. Thirty-one students, selected through an online written examination, interview and group discussion from all over the country have taken admission to the course. Shri Ashishkumar Chauhan, Managing Director & CEO, BSE Ltd. was the Guest of Honour at this historic occasion.
Professional excellence is a scaffold on which CS Brand is to be built. When we talk of professional excellence, it is not restricted to technical skills alone; it goes much beyond. Communicating effectively, honouring commitments, recognizing and stretching professional limits, affirming fellow professionals, mentoring, engaging with the community, professional ethics, work-life balance, and celebration are some of the key elements of professional excellence. Continuous validation is vital, so as to keep the bar of professional excellence higher. Therefore, the Institute has embarked upon a couple of years ago ‘Peer Review Programme’ for members in practice. Capacity building through various professional development programmes is also one such exercise in this direction. When we talk of professional excellence, I am often reminded of Ronnie Oldham, who observed: “Excellence is the result of caring more than others think is wise, risking more than others think is safe, dreaming more than others think is practical and expecting more than others think is possible.” Another dimension of professional excellence is contribution to making of professionals for future. Our profession offers a unique opportunity to members to train the students over a long term internship. This is not just an extension of gurushishya tradition; it is mutually beneficial to both the member and the student.
When we talk of excellence, it cannot be divorced from professional responsibility. Over the years, the dimensions of professional responsibility have undergone tremendous change both in its content and form. Contemporary discourses on professional responsibility aligns it with the evolving legislative ethos, governance framework, stakeholders’ activism, environmental sustainability, ethical paradigm, and professional standards both within the country and at international level. Apart from these, cognitive factors such as attitude, approach, thinking, intuition, mind set, and mood also play an equally vital role in discharge of professional responsibility. More importantly, the professional responsibility constantly undergoes change as the profession progresses and the accountability broadens. The issues arising from these need careful consideration, enlightened dialogue and collective wisdom among the members of the profession to reconfigure the dimensions of the professional responsibility so as to continue to enjoy the trust of the society and the public.
This August is packed with prestigious events. ICSI Capital Markets Programme on the theme “Capital Market-The Growth Engine” in collaboration with BSE has been scheduled on 4thAugust 2014. Shri U. K. Sinha, Chairman, SEBI and Shri Ashishkumar Chauhan, MD &CEO, BSE Limited, would be the Chief Guest and Guest of Honour respectively at this programme.
As regards the much awaited event of the year, 42nd National Convention is scheduled on 21-22-23 August 2014, updates of which are being sent to the members on regular basis. The Convention would be inaugurated by Shri Rajnath Singh, Hon’ble Home Minister. We have enlisted the support of eminent professionals, regulators and practitioners to handle the technical sessions and I am sure at this Convention, you will have a number of takeaways. I invite the members to register in large numbers as delegates to make this Convention a grand success.
Corporate Governance is no more a buzz word and limited to academic discussion and arm chair analysis. It has been amply demonstrated in recent times that the companies, who strive for corporate governance, have more effective, more competitive, more creative, more sustainable and more resilient. In fact, they get much better valuation in market. Our members are playing a critical role in compliances management, which forms the core of corporate governance. Having bracketed our members as KMP in the Companies Act, 2013, all the more, it is necessary for us to adequately display our resoluteness in upholding the tenets of corporate governance.
For over the 12 years, every year, the Institute is presenting prestigious Corporate Governance Awards to recognise and encourage governance ideals, norms and practices amongst the corporates. The Institute’s mission and vision statements echo our commitment for promotion of corporate governance. The awardees are selected through a very rigorous comprehensive evaluation process undertaken by an eminent Jury. The questionnaires and evaluation methodologies are developed through an open, transparent and consultative process. I am happy to inform that Shri Arun Jaitley, Hon’ble Finance Minister has kindly consented to be the Chief Guest at the Presentation Ceremony of the 13th ICSI National Awards for Excellence to be held on August 24, 2014 at Kolkata.
I am happy to inform that myself along with a delegation of members attended the 9th International Professional Development Conference, which was held in collaboration with Malaysian Institute of Chartered Secretaries and Administrators [MAICSA] on the theme “Convergence of Company Law and Corporate Governance – Recent Trends” on 6th July, 2014 at KL, Malaysia. National Foundation for Corporate Governance [NFCG] was supporting organisation and Corporate Secretaries International Association (CSIA) was the Knowledge Partner. During the Conference, Mr. Heng Chiang Pooh, Honorary Secretary, MAICSA made a presentation on Malaysian Companies Bill, 2013, which was quite interesting. Deliberations at the Conference were highly enriching. I hope that this conference will further consolidate networking between the members of both the Institutes. Not restricting to the organizational success of the programme, it has also opened up new vistas for the international level cooperation between ICSI and MAICSA. We are exploring the possibility how well both ICSI and MAICSA can cooperate in the areas of mutual interest.
Robust growth of a profession rests on the standards assiduously maintained by its members. As far as our profession is concerned the best practices were studied and codified as secretarial standards from time to time over the years, which culminated in making the SS-1 and SS-2 mandatory under the Companies Act, 2013. The Secretarial Standards Board (SSB) has finalised the Secretarial Standards on Board Meetings (SS1) and Secretarial Standards on General Meetings (SS2). I am sure the same will be notified shortly. These standards are guides to discharge our professional responsibility on the required scale.
The four regional councils were constituted in 1971 with a view to carry on the task of the building up of the profession. I happened to participate at the foundation day celebrations organized by NIRC on 25th July, 2014 and by SIRC on 31st July, 2014. At both the events, I recalled the dedicated efforts put in by my predecessors, senior members of this profession and the TeamICSI in yester years against all odds, when the profession was at nascent stage. I also underlined the onerous responsibilities we have to shoulder under the Companies Act 2013, which gives us a distinctive status as key managerial personnel. It is not enough to display our professional competence, equally it is important to scrupulously adhere to professional ethics and follow the required standards and practices. In the process, we have to keep intact the trust reposed on us by the regulators and other stakeholders. We all are indebted to this noble profession and it would be more appropriate to recall the words of Francis Becon: “I hold every man a debtor to his profession”.
I participated at the SIRC Regional Conference held on 18-19 July, 2014 at Alleppey, Kerala. I also participated, on 20th July, 2014, at a three-day programme on “Structuring and Managing Companies under the Companies Act, 2013” organised by CCGRT at Pune. At these programmes I outlined various professional development initiatives undertaken by the Institute and also emphasized the need for upgrading professional skills on a continuous basis. Subsequently, I visited Nagpur on 22nd July and Jaipur on 26th July 2014. At these places, I participated in various programmes organised by the Chapter and interacted with the members and shared common growth strategies of the Institute. It is a matter of pride for me to mention that the gathering at Nagpur on 22nd July, 2014 had participation of an overwhelming 300 students.
As you know, section 149(4) of the Companies Act, 2013 requires every listed public company to have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies. Section 150 (1) of the Act specifies that an independent director may be selected from a databank of eligible and willing persons maintained by anybody, institute or association, as may be notified by the Central Government, having expertise in creation and maintenance of such data bank. I am happy to inform you that our Institute in association with ICAI and ICoAI is launching a database of independent directors, the details of which will be provided to you soon. I strongly believe that you are the most suitable professional for the positions of independent directors. I urge all of you to join the database and also prepare yourself to play the role of independent directors effectively.
The Companies Act, 2013, being a new law, has some teething problems. The Institute has been taking up the problems encountered by our members and others with the Government. We find that Government has been very responsive and prompt to address the difficulties. I am confident that all difficulties can be removed by continuous interaction with the Government. But we need to have patience as it takes time for the system to recognise a problem and take remedial measures. Just to give a sense of responsiveness of the Government to the difficulties, let me reproduce a reply to an unstarred question on 22nd July, 2014 in Rajya Sabha by Hon’ble Minister of State for Corporate Affairs, Smt. Nirmala Sitharaman:
“A little more than a half of the provisions of Companies Act, 2013 (Act) came into force from 1st April 2014. Following this, several communications were received in the Ministry of Corporate Affairs from bodies such as industry associations, chambers of commerce and professional institutes drawing attention to certain practical difficulties concerning these provisions or seeking clarifications about the same. There was also an interactive session on these issues with the stakeholders on 21st June 2014. Pursuant to this Government have issued suitable circulars, statutory orders and amendments in the Rules to provide transitional time, remove doubts or practical difficulties. Amendments in the Act will be considered if measures outlined above prove inadequate…”
The August 15 is an important day for every Indian. Apart from celebrating this day joyfully, as professionals we are also required to re-dedicate ourselves to nation building exercise. With all resoluteness and not to succumb to pressures and unlawful privileges, let us discharge our professional responsibilities in the desired manner answerable to our conscience. Recalling Mahatama Gandhiji would be more appropriate here: “Manliness consists not in bluff, bravado or loneliness. It consists in daring to do the right thing and facing consequences whether it is in matters social, political or other. It consists in deeds not words.” To do a right thing consistently, we should always be guided by the steel frame of will, mind, intellect and clear conscience. I am again tempted to recall the prophetic words of Mahatmaji: “Strength does not come from physical capacity. It comes from an indomitable will.”
My advance Independence Day greetings to all of you! With kind regards,
(CS R. SRIDHARAN)
Chennai. 31st July, 2014
Source – ICSI