CL&G:SSB:2015       Dated- 29th October 2015

Dear Professional Colleagues,

As you are aware, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) are applicable to the companies w.e.f.  1st July 2015. SS-1 and SS-2 are a codified set of good governance practices which seek to integrate, harmonize and standardise the diverse secretarial practices followed by companies with respect to conduct of Meetings. Further, SS-1 and SS-2 have also clarified certain aspects with respect to conduct of Meetings, especially where law is silent or multiple practices were followed due to varied interpretations of law. SS-1 & SS-2 aims to complement the law by incorporating the best secretarial practices in the interest of good corporate governance and to fulfil the following objectives:

(i) Institutionalizing Board Process and Complementing the Corporate Governance Systems

(ii) Maintaining the integrity of the procedures leading to informed decisions making at Board and General Meetings and thereby offering assurance to stakeholders.

The Company Secretaries in employment as well as in practice are entrusted to ensure the compliance of the applicable Secretarial Standards.

We wish to apprise you that SS-1 and SS-2 have been formulated after detailed deliberations and wide consultation process since years. A 360 degree procedure was followed; industry involvement was encouraged, comments/views were sought from various sections of stakeholders. All the comments received were considered and deliberated by Secretarial Standards Board (SSB) of ICSI, which comprises of experienced members of the profession, industry representation from CII, FICCI, and ASSOCHAM, the representatives of regulatory bodies such as the MCA, SEBI, RBI, Stock Exchanges as well as the nominees of sister professional bodies, the ICAI and the ICoAI. Besides, Draft Standards were sent to MCA for vetting and were finalised after various rounds of deliberations with them. Further, a Committee was formed at MCA to consider SS-1 and SS-2 submitted by ICSI, before it was approved by the MCA.

Secretarial Standards have been introduced for the first time in the world and it is understandable that any new initiative would have some teething problems but we are sure that time will prove the indispensable role of Secretarial Standards in enhancing the corporate culture and governance.

In this regard, we are pleased to share that ICSI proposes to release the Guidance Note on the Meetings of the Board of Directors (SS-1) and the Guidance Note on the General Meetings (SS-2) as guidance for the stakeholders in implementation of SS-1 and SS-2. These Guidance Notes elucidate, wherever necessary, the basis for setting the particular Standard, explains its ingredients and nuances and gives illustrative examples. These also address various issues/queries/concerns raised by the stakeholders on the particular Standard after the issuance of SS-1 and SS-2.

The Draft of the Guidance Note on the Meetings of the Board of Directors (SS-1) proposed to be released is appended below for your valuable comments/suggestions, before release. In case, you feel any issue is not covered and required to be added, please send your comments/suggestions thereon.

Please send your comments/suggestions on or before Thursday, 5th November 2015 at ssb@icsi.edu in the format given below:

Para No./Page
No. of the
Guidance Note
Text of the
Guidance Note
Your Suggestions Rationale for the
Suggestions
       

Similarly, the Draft of the Guidance Note on the General Meetings (S S-2) proposed to be released would also be put up for your comments/suggestions shortly.

Based on the comments/suggestions, these Guidance Notes would be finalised and placed for consideration of Council of the ICSI.

Since SS-1 and SS-2 is law now, any amendment(s) to the same require due process to be followed. Any of your suggestions requiring amendment (s) to these Standards, in the opinion of ICSI, would be taken up for review in future.

Thanking you, Yours sincerely,

(CS Alka Kapoor) Joint Secretary, ICSI

Direct Link to Download Full Text of the Draft Guidance Note

https://www.icsi.edu/Docs/Website/GN%20on%20Meetings%20of%20the%20Board%20of%20Directors%20%28SS-1%29%2029.10.2015.pdf

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