Prime Minister Narendra Modi with MoS Law and Justice & Corporate Affairs, PP Chaudhary and CS (Dr.) Shyam Agrawal, President, ICSI at the inauguration of ICSI Golden Jubilee Year Celebrations
Prime Minister, Narendra Modi addressed a large conglomeration of Company Secretaries , CS Students, professionals and other distinguished dignitaries while inaugurating the Golden Jubilee Year of the Institute of Company Secretaries of India(ICSI) at Vigyan Bhawan.
In his Inaugural address the Prime Minister , complimented The Institute of Company Secretaries of India (ICSI) for attaining institutional excellence and being a torch bearer for the cause of Good Corporate Governance for the last 50 years. The Prime Minister on this momentous occasion, urged the Institute and its stakeholders for selfless dedication towards attaining the Country’s vision of ‘New India’.
In his address, the PM said "I am happy that I am sitting with professionals with a specific qualification , who make sure that the companies of India follow the laws and regulations, do not mishandle the accounts, and are honest in their work." The Prime Minister also asserted that the way the CS professionals adhere to their responsibilities is how the 'corporate culture' in India is decided.
Focusing on the motto of ICS I“Satyam Vada, Dharmam Chara” i.e “Speak the Truth, Abide by Law”, Prime Minister Narendra Modi said, that "The suggestions given by Company Secretaries influence the nations' corporate governance framework , so the adherence to the motto in letter and spirit by all the professionals would become a boon for the country and give rise to well governed business boosting the economic sector , helping the nation towards ‘New India’.
Prime Minister applauded the Role of the Institute of Company Secretaries of India (ICSI) towards its major contribution in developing the Corporate Governance Framework and compliance mechanism for the corporate sector in the country.
On this historic occasion, Prime Minister launched ICSI Motto Song “Satyam Vada, Dharmam Chara”. The ICSI Motto Song has been written, composed and sung by renowned Lyricist, Composer and Singers - Shri Niranjan Iyengar, Shri Lalit Pandit, Shri Shaan and Shri Babul Supriyo respectively .
A Special Cover issued by Department of Posts reminiscing ICSI’s Golden Jubilee Year was also released by the Prime Minister.
Shri Arun Jaitley, Union Minister of Finance and Corporate Affairs congratulated the Institute on this Historic Moment through a video message.
Shri P.P Choudhary Minister of State for Law and Justice and Corporate Affairs, also addressed the august gathering and said, “Now is the time that Company Secretaries should optimally unleash their professional acumen, seize the various opportunities offered by the government, perform a dual role: firstly as a young and profound professional and secondly as a company law expert. A Company Secretary can immensely support the Government of India in realizing ‘Ease of doing Business’ drive for entrepreneurs and enterprising businesses contributing towards ‘NEW INDIA’. He appreciated the efforts of the Institute to come up with the ‘Model Governance Code for Meetings of Gram Panchayats.
CS (Dr.) Shyam Agrawal , President, the Institute of Company Secretaries of India, in his presidential address welcomed Prime Minister , Narendra Modi and Shri P.P Chaudhary on the Dais . CS(Dr.) Agrawal said that, , “It’s a great honour for ICSI and for the entire CS fraternity that PM Narendra Modi has graced this historic ocassion. Since its creation, ICSI has grown tremendously as the only recognized professional body in India and the largest in the world to develop and regulate the profession of Company Secretaries. Today it has over 52,000 members and over 4 lakh students on its rolls. The institution has been relentlessly working towards promoting good corporate governance practices.” President, ICSI also outlined major accomplishments and initiatives of the institute, with stress on improving corporate governance norms. The Institute has pioneered the conceptualisation of the ‘International Corporate Governance Code’ and is envisioning to play a lead role in corporate governance. “I am pleased to state that the secretarial standards issued by ICSI have now been adopted by the Malaysian Association of Company Secretaries (MACS) as a benchmark in development of their secretarial standards.” The President , ICSI added.
During the event, President, ICSI, welcomed the Hon’ble Prime Minister with a Khadi Angvastram and First Certificate marking the commencement of ‘ ICSI - Shaheed Ki Beti’ initiative. The initiative aims to fund the education of the daughters of our martyrs.
Various New Initiatives and publications of ICSI were also launched on the occasion :
1. Corporate Anti-Bribery Code : The Company Secretaries as Governance Professionals have a substantial role to play in establishing, promoting and sustaining the transparent and accountable governance in the country and extend their contribution to New India of 2022. Keeping this in mind, the Institute has come up with a well-researched “Corporate Anti-Bribery Code”. This Code is to be adopted voluntarily by the Corporate. The code would supplement the government’s initiative towards building a corruption free New India by 2022.
2. The Insolvency and Bankruptcy Code ,2016 – A Boon For Bankers.
3. Booklet on Insolvency - Insolvency and Bankruptcy Code, 2016:Resolving Insolvency (A Simplified Guide).
4. Financial Literacy campaign: The Institute is actively engaged in activities relating to Financial Literacy and Investor Education since 2005. The Institute is pleased to launch financial literacy campaign across India educating elected public representatives i.e Members of Rajya Sabha, Members of Lok Sabha, Members of Legislative Assembly in every state, Municipal Committee Councilors and Sarpanches at Rural Levels.
5. Special edition on Golden Jubilee year of Institute’s monthly Journal: Chartered Secretary.
6. Model Governance Code for Meetings of Gram Panchayats: This Code seeks to prescribe a set of principles for convening and conducting Meetings of Gram Panchayats and matters related thereto.The principles enunciated in this Code for Meetings of the Gram Panchayats are equally applicable to meetings of Standing Committees, unless otherwise stated herein or otherwise stipulated by any other applicable laws, Guidelines, Rules or Regulations.
7. Misuse of Corporate Structure: Prevention & Remedies :This Publication has been prepared compiling the recent regulatory actions taken against corporate misfeasance with an intent to deliberate upon the finer nuances of this issue, the entailing consequences, the remedies, the global scenario and the ultimate takeaway of avoiding this route in whatsoever circumstances.
8. Vision New ICSI 2022 : The Vision Plan is in alignment with the Hon’able Prime Minister’s Vision of New India in 2022. The Vision Plan will create a New ICSI in 2022 which will meet the growing and changing expectations of the stakeholder specially the trade and industry.
The event also witnessed felicitation of renowned Company Secretaries as well as Past Presidents and Past Secretaries of ICSI for their distinguished contribution towards the profession and the Institute.
About The Institute of Company Secretaries of India, (ICSI): The Institute of Company Secretaries of India, (ICSI) is premier national professional body set up under an Act of Parliament, i.e., Company Secretaries Act, 1980, for the regulation and development of the profession of Company Secretaries in India. The Institute functions under the jurisdiction of Ministry of Corporate Affairs, Government of India. The Institute, being a pro-active body, focuses on top-quality education to students of Company Secretaries Course and best quality set standards for CS members. There are currently over 52,000 members and around 4 Lakh students.
EVENT: THE INTERNATIONAL GOVERNANCE SUMMIT
VENUE: PRIDEINN PARADISE BEACH RESORT, CONVENTION CENTRE AND SPA, MOMBASA, KENYA
DATE: NOVEMBER 8-10, 2017.
The Corporate Secretaries International Association (CSIA) is an international federation of professional bodies representing more than 100,000 corporate secretaries and governance professionals in more than 70 countries. The Institute of Certified Public Secretaries of Kenya (ICPSK) is one of the CSIA members. ICPSK is a professional membership organization established in 1988 by an Act of Parliament (Cap. 534 Laws of Kenya). The mandate of ICPSK is to promote good governance in both private and public sectors.
The International Governance Summit is a premier event by CSIA and ICPSK and is expected to attract a local and international audience of about 500 delegates from both the private and public sectors. The Summit will involve panel discussions, case studies and sharing of experiences from renowned global governance experts, practitioners and Executives from Leading Corporates.
THEME: Globalizing Corporate Governance: Is there Convergence Across Nations?
AREAS OF FOCUS:
INVESTMENT: Tuition fees per delegate for this three days (3) Summit is as detailed below. Fees are payable in advance of the Conference and cover participation in the Conference, Training Materials, Institute Insignia, Cocktail Party, Group Photo, Certificate, Two Teas/Coffee and Lunch for the Conference Period. The fees do not include Transport and Accommodation costs.
Early Bird (Booking & Payments received before September 30, 2017)
Normal Rate (Booking & Payments received after September 30, 2017)
CPD CREDITS: 18 Hours CPD Credits. Members of LSK can transfer the CPD credits and earn CLE points.
NATIONAL INDUSTRIAL TRAINING AUTHORITY (NITA): The Institute is a registered Management Trainer with NITA. For reimbursement purposes from the Industrial Training Levy Fund for contributors, sponsoring organizations should strictly follow the laid down NITA requirements.
ACCOMMODATION: Participants who wish to be accommodated at PrideInn Paradise Resort, Convention Centre & Spa, Mombasa are requested to contact Edgar Gift, Sales Account Manager, Tel: +254 20 8000415-6 or +254 720 734229 or e-mail firstname.lastname@example.org to make their accommodation booking. Accommodation rates at PrideInn Paradise Resort are as follows:
Accommodation should be booked and paid directly with the hotel and NOT through the Institute.
AIR TRAVEL: For Air Travel, participants are requested to contact their travel agents to make their transport arrangements.
MADARAKA EXPRESS TRAIN SERVICE: ICPSK will organize group transport on Madaraka Express Train Service from Nairobi Syokimau Terminus (on November 7th at 09:00 AM) to Mombasa and from Mombasa PrideInn to Nairobi (on November 11th at 07:00 AM). Participants interested in the group transport must book and applicable transport costs to the Institute by September 30, 2017 as follows:
Madaraka Express Train Service Fares from Nairobi Syokimau Terminus to Mombasa and back
Bus Transport from Mombasa Terminus in Miritini to Prideinn Hotel and back
First Class: KSH 6,000
Economy Class: KSH 1,400
Children Below 3 Years: FREE
Age between 3 – 11 Years:
First class: Ksh: 3,000
Economy class: Ksh 700
Above 11 Years:
First class: Ksh 6,000
Economy class: Ksh 1,400
PAYMENT OPTIONS: Cheques payable to Institute of Certified Public Secretaries of Kenya. OR bank at Kenya Commercial Bank, Capital Hill Branch; A/c Name: Institute of Certified Public Secretaries of Kenya; A/c No: 1103151045; SWIFT CODE: KLENX. OR PAY BILL No: 533800; on the ‘Account Name’ option, members should enter ICPSK membership number while Non-members should enter their names.
REGISTRATION: Please register online via Institute’s website or by filing in the below registration form and e-mail the same to the Institute’s Secretariat by October 31, 2017. Registrations received after the set date will only be subject to availability of vacancy and will attract an administrative charge of Kshs. 1,000. Please note that no participant will be allowed to attend before full payment of the fees.
For more information, please contact the Institute Secretariat on Tel: 020-3597840/2, 0734603173, 0770159631, 0706882728 or E-mail: email@example.com
CANCELLATIONS: All cancellations must be notified to the Secretariat in writing; cancellations by telephone will not be acceptable. Cancellations, if any, received before September 20, 2017 will be eligible for a full refund. Cancellations received after September 20, 2017 but before October 15, 2017, will be eligible for refund less 15% administrative expenses. No refund will be given for cancellations reaching the Institute after October 15, 2017.
SUMMIT BOOKING/NOMINATIONS FORM
It is with great pleasure and honour that I accepted my election as President of CSIA, which took place on 15 March at the CSIA Council meeting held in Johannesburg, South Africa. CSIA enters a new era in 2017 and I am extremely excited to work with the member countries and our valued stakeholders to continue to utilize our strengths to be bold and build CSIA’s future together.
I would like to take this opportunity to thank the Executive Committee of 2016 under the leadership of Rick Summers for their hard work and dedication to manage the CSIA to meet its objectives. Congratulations also to the newly elected Executive Committee; I look forward to working with you and the member countries and in combining our collective expertise and resources, I strongly believe that the outcomes will be constructive and fruitful for CSIA.
As we ring in the new era with all the exciting new developments, let me take a moment to reflect on the past achievements of CSIA.
CSIA had been incorporated 7 years ago in Geneva and officially launched on 23 March 2010 in Paris under the auspices of the IFC and OECD. Over the past 7 years CSIA has achieved the following milestones:
And most recently, appointment of Zahra Cassim as our CEO.
It is no small feat for this 7-year old Association to have achieved the above and we could not have done it without the generous support of our member countries and sponsors.
One of the most recent developments is the incorporation of the new home for CSIA in Hong Kong. My thanks to the previous Executive Committee and in particular, the Hong Kong team for their unstinting efforts and contribution in guiding and coordinating with KPMG (Geneva) to facilitate the liquidation process and the incorporation of CSIA in Hong Kong.
The Council meeting held in Johannesburg, South Africa was quite pivotal in deciding the strategic direction of the CSIA as Council members debated the importance of profiling CSIA in both regional and global arenas to promote the role of corporate secretaries and governance professionals.
One of the critical drivers of this process and one of the key priorities of CSIA is to increase membership, which includes bodies with a focus on promoting the profession of corporate secretaries and governance professionals. An extensive research project is being undertaken by Council members to identify organisations at a global level that are focused on promoting corporate secretaries and governance professionals. This project is expected to facilitate the recruitment of new members to the CSIA and to strengthen the organisation’s resource base and increase its global footprint.
A further critical project for CSIA in 2017 will be to seek recognition from the World Trade Organisation (WTO) for the creation of a new classification on the Trade in Services Business Classification. CSIA made a presentation before the Committee on Specific Commitments of the World Trade Organization (WTO) on June 25, 2012 in Geneva, Switzerland to include this new listing by the name of ‘CORPORATE GOVERNANCE, COMPLIANCE AND SECRETARIAL ADVISORY SERVICES’. This initiative will be pursued with renewed vigour and presentations are also planned to be made to the International Labour Organisation (ILO) in this regard. As recognition is a critical component for growth, we are also planning to lobby organisations such as the World Bank and the OECD to build partnerships for continuing growth.
I am also very excited about our new thought leadership initiative on board evaluation, as we take a slightly different approach in that we will first do some global research on board evaluation practices through a questionnaire distributed amongst and beyond our membership base. The research and some key recommendations, specifically on what governance professionals can do to assist in improving board evaluation and performance in general, will then be published.
I am looking forward to implementing the following key strategies for our 2017/18 period:
The vital role that corporate secretaries play in company leadership has evolved significantly in the past decade to keep pace with changing expectations and there can be little doubt that it is evolving beyond the administrative, and is increasingly becoming more strategic and compliance-focussed.
Our focus is to ensure that we promote the role of secretary as one of the most important in the company and to ensure the recognition of their role at a global level.
In closing I would like to thank all the member countries for their contributions to our E-magazine and for their continued support to grow the CSIA.
London – 28 April 2016: The Corporate Secretaries International Association (CSIA), the only organisation representing the corporate point of view on global corporate governance issues, today launched “Ten Practical Guidelines to Improving Board Communication”.
Ensuring effective board communication has always been a critical aspect of the corporate secretary’s role. In the face of new and ever-increasing liability for directors and the incorporation of the business judgment rule in many jurisdictions has brought this duty more to the fore than ever.
CSIA’s new paper provides useful and practical advice for corporate secretaries to balance the imperatives of management and the board to improve the quality of discussions and the decision making process.
The paper was launched at the ICSA London office in conjunction with a webinar co-hosted by Diligent Corporation, sponsors of the paper and chaired by Carina Wessels, Past President of CSIA. Joining Carina on the panel was Charlie Horrell, Managing Director of Europe, Middle East and Africa Region at Diligent Corporation and Meena Heath, Global Ambassador, Global Leaders in Law who fielded incisive questions submitted by the 200-plus attendees.
“This paper is intended to challenge corporate secretaries on the manner in which they approach their accountability for sourcing information…and to provide practical tips to ensure the material presented to the board for decision-making are timely, accurate and effective.” said Ms Wessels.
Mr Horrell noted “As the leading provider of communication and collaborative tools for boards and C-suite executives, Diligent is proud to sponsor the launch of CSIA’s ‘Ten Practical Guidelines to Improving Board Communication’ paper.”
The full thought leadership paper and video of the launch event including the Q&A session can be accessed via www.csiaorg.com.
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About the Corporate Secretaries International Association (CSIA)
The CSIA is an international, not-for-profit federation of professional bodies that promote best practice in corporate secretarial, corporate governance, and compliance services.
It is the international federation of national bodies of corporate secretaries and governance professionals and represents those who work as frontline practitioners of governance throughout the world. It is recognized by the OECD as the global voice of this industry and its representatives sit on OECD corporate governance roundtables. For more information, visit www.csiaorg.com
About Diligent Corporation
Diligent is the leading provider of secure corporate governance and collaboration solutions for boards and senior executives. Over 3,500 clients in more than 60 countries rely on Diligent to provide secure, intuitive access to their most time-sensitive and confidential information, ultimately helping them make better decisions.
Diligent Boards secure board portal speeds and simplifies how meeting materials are produced, delivered and reviewed. The service provides directors and management with immediate access to time sensitive and confidential information online and offline, along with the tools to review, discuss and vote. Work flow features get board materials out more efficiently and serves to free up internal administration and IT resources, using the Diligent Boards portal, corporate executives can streamline board communications and discussions, helping to improve the quality of leadership decisions.
Used by over 35% of the Fortune 1000, Diligent has set the standard for providing the most useful product and responsive service so the world’s boards and leaders can communicate and collaborate securely. For more information, visit http://diligent.com/
Greetings to you all and may I take this opportunity to wish everbody a successful 2016.
I would also like to extend a warm welcome to the new representatives from our member countries and hope that you will enjoy being part of CSIA and that together, as a team, we can make a difference to the corporate world.
We can do this by ensuring that Corporate Secretaries are fully trained to handle the changes which are taking place in the world today, particularly with regard to Corporate Governance, Risk Compliance and Management. The articles in our Global Governance Voice magazine will continue to focus on this arena of competence.
I would also like to extend a warm welcome to Paul Davis, who is the Commercial Director of Ninehills Media Limited. In November 2015, CSIA and Ninehills entered into an Association Management Services Agreement. Paul has many years of experience in the B2B media industry in Hong Kong and across Asia, and with his expertise in digital media we are certain that we will communicate with our various stakeholders in a manner that not only elevates CSIA in the eyes of our current members and sponsors, but will hopefully attract other countries to become members and get additional sponsors on board.
However, as I have already mentioned, this can only happen if we all support this Association of ours. Contact with other country members will help us all to benefit from how and what they have done and are doing in their respective areas to promote our ideals. We cannot let this wealth of expertise go to waste.
CSIA is recognised by the Organisation for Economic Co-operation and Development as the Global voice of corporate secretaries and governance professionals, and are the only organisation representing the corporate point of view on global governance issues today. This is a level of excellence which we need to guard jealously.
In closing I would like to express my sincere thanks to the EXCO of 2015 for their dedication to the Association and welcome the 2016 EXCO members:
CSSA held its 2015 Premier Corporate Governance Conference at the Wanderers Club, Johannesburg on 27 and 28 October 2015. A panel discussion on international corporate governance was held with participation from six member countries of CSIA. The panelists covered a wide range of issues, reflecting common trends in different jurisdictions as well as challenges specific to a jurisdiction.
Katherine Combs from the U.S.A. focused on whether Sarbanes Oxley (SOX) and subsequent legislation has been effective in reducing fraud and corruption. Harvard University undertook a review on SOX and concluded that the initial costs were high but 10 years later disclosure was more reliable and internal processes have improved. However, it did not prevent the 2008 financial crisis from occurring. Criticisms of SOX were that it did not provide for sufficient flexibility and was difficult to systematically measure the cost/benefits of increased regulation.
The Securities Exchange Commission established a disclosure effectiveness initiative. The recommendations included eliminating duplicate disclosures, eliminating “glossy” annual reports, unless an issuer desired them for marketing purposes and reflecting sustainability disclosures in a separate non-financial report.
The 2015-16 National Association of Corporate Directors (NACD) director survey results highlighted that 79% of boards have at least one female director and ethnic minorities remained unchanged at 52%. Other interesting findings included that 44% of shareholders said that directors met with institutional investors in the prior year and that directors wanted more director materials on effective risk management, cyber security, IT risks and technical strategies.
The subsequent promulgation of the Dodd Frank legislation did not address the primary cause of the 2008 crisis, being changes required to government housing policies and agencies. It did however result in significant increased compliance costs for companies.
Dr Nicholas Letting provided a broad overview of the corporate governance problems in East Africa and the responses to the challenges of corruption, weak regulatory enforcement, apathetic shareholders and board weaknesses. He highlighted the progress on corporate governance in Kenya from the time of publication of The Principles and Sample Code of Best Practice for Corporate Governance in the 1990s, to the requirement by The Capital Markets Authority since 2002 that all listed companies comply with principles of good corporate governance to the introduction of a new Companies Act in September 2015. The new Act has a strong emphasis on the role boards play and provides punitive sanctions for directors who do not exercise their oversight role with due diligence.
Corporate Governance was also strengthened by the establishment of a Centre for Corporate Governance in 2002, initiated mainly by the private sector. Its main focus was to review the effectiveness of controls and to promote transparency and accountability. A new Constitution enacted in 2010 has a key objective as the promotion of good governance through transparency, effective leadership and integrity. In April 2015, the Mwongozo Code of Governance was passed, which required every state corporation to appoint a company secretary, have nine board members with diverse skills who are required to undergo induction upon appointment and term limits of two terms, comprising three years each. There was also a strong emphasis on declarations of conflicts of interest.
It was interesting to note that the role of the corporate secretary was included in their Companies Act in 1989 as well as making the board responsible for ensuring a proper governance process was in place. There was a strong focus on the composition of the board, with the position of the chief executive officer and chairman being separate and prohibiting a concentration of a particular profession on a board.
Peter Turnbull from Australia commented that Australia was focusing on the practical aspects of the implementation of risk management. Regulators generally place risk management, risk appetite and associated oversight and the role of the board at the centre of corporate governance thinking.
A key challenge was to move from a “box ticking” approach on risk and governance, to risk management being an effective decision-making tool. The Corporations Act, the main legislation, was largely silent on risk.
Embedding risk management into the culture of a company was a challenge whereas a risk management framework was easy to design following guiding principles of simplicity and cost effectiveness. A proper culture underpins a good risk management framework. Culture needed to be underpinned by strong ethics and accountability. The Australian Securities and Investments Commission was focused on identifying a bad culture. However, in practice this was difficult to judge.
Risk management needed to be integrated with governance. Whilst the board was responsible for risk, in practice it delegated this responsibility to senior management. Accordingly, management and boards must be aligned and work closely together. A key element to ensuring the effectiveness of risk management was to embed risk management in the company culture and to link risk management objectives to KPIs. Key current risks concerning Australian companies were regulatory risk (too much intervention and cost), cyber security, third party risk, corruption, money laundering and reputation consequences following any of these incidences. Company secretaries were uniquely positioned to play a pivotal role in the risk management process.
Grace Tan from Singapore highlighted the benefits of a diverse board, which has become a more prominent issue since the 2008 financial crisis. McKinsey & Co in their annual “Woman Matter” studies concluded that there was a positive correlation between companies with more women on their boards and superior financial performance across all industries. Some of the benefits of having diversity in the boardroom included less “groupthink”, different perspectives considered, greater variety of potential solutions deliberated and better talent leverage. All these issues led to better decisions and better risk management. Institutional investors, particularly, reviewed gender, age, occupational background and ethnicity in the composition of boards.
In August 2014 a Diversity Action Committee was formed to build up the representation of women directors on boards of companies in Singapore. From a company perspective, the challenge was to make the changes at a pace that recognised and was sensitive to the cultural issues that have promoted male dominated boards. At the other end of the spectrum, too much emphasis on diversity could result in a board becoming dysfunctional.
Chua Siew Chuan from Malaysia advised that the 2012 Malaysian Code of Corporate Governance focused on the importance of independent directors. The Code required at least two or one-third of the board of directors to be independent directors. This was a challenge as most companies had promoters and grew from family-owned businesses. Directors were only classified as independent for a period of nine years. Thereafter, they could remain board members but were reclassified as non-executive directors. The board must justify and seek shareholders’ approval if it decided to retain an independent director, who has served on its board for more than nine years. The concern related to long tenure possibly impairing independence. The nine year cap applied to consecutive service or cumulative service of nine years with an interval. The nine year limit was adopted as it aligned with the tenure limit for independent non-executive directors in other jurisdictions. This cap was further supported by a study undertaken by INSEAD Business School on 2 000 companies, which concluded that the optimal average period for independent non-executive directors was 7 - 9 years. This resulted in independent non-executive directors being able to accumulate the benefits of company-specific knowledge without the cost of entrenchment. The Malaysia-Asean Corporate Governance Report findings for 2014 on 873 listed companies found that more than half of 873 listed companies have directors, who have served on those boards for over nine years.
Atul Mehta from India provided a high level overview of India’s Companies Act introduced in 2013. The focus of the Indian regulatory regime was to make it easy to do business in India, which has attained fifth place in the World Bank Doing Business 2015 index for emerging economies. The Indian Stock Exchange has the most listed companies in the world.
The new Act introduced two major changes impacting the company secretary profession, the first being the requirement for a secretarial audit for larger companies. This audit could only be performed by a practising company secretary, and the outcome of the audit must confirm that the relevant company has complied with all the laws of India. The second innovation was that the quorum for a meeting must be in place throughout the meeting and not just at the commencement of the meeting.
The 2013 Act also requires every company to observe secretarial standards specified by the Institute of Company Secretaries of India in regard to general and board meetings.
The presentations gave delegates a good overview of issues that concern boards and the progress made in tackling identified corporate governance challenges in different jurisdictions.
- Joanne Matisonn, Technical Advisor, CSSA
New York – 17 April, 2015:The Corporate Secretaries International Association (CSIA), the only organization representing the corporate point of view on global corporate governance issues, today launched a Shareholder Engagement Position Statement and Practices for the Corporate Secretary, in a webinar co-hosted by Computershare and Georgeson.
CSIA’s new publication illuminates the corporate secretaries’vital role in ensuring that corporate boards and investors communicate with each other about significant performance and governance issues. CSIA believes that regular communication will enable companies to better understand investors’ expectations on governance issues. As communication is a two way process,CSIA’s Position Statement makes recommendations for both corporations and investors.
“Corporate Secretaries serve as an essential liaison between investors and corporate boards. The Position Statement we announce today envisions a routine, continuous process of engagement with investors, to facilitate communication about corporate governance issues throughout the year, not just during annual meeting season or a governance crisis”, saidKatherine Combs, President of CSIA, and former Chair of the Society of Corporate Secretaries and Governance Professionals.
Paul Conn, Computershare’s President of Global Capital Markets, noted, “As the founding sponsor of the CSIA, we’re delighted to be working with the CSIA executive committee to contribute our expertise to this forum and helping to spread CSIA’s recommended practical steps for shareholder engagement to our clients and contacts globally. We are pleased that CSIA is adding valuable focus to the global debate on corporate governance issues from the perspective of corporations.”
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Adele Chui, T +852 37573602 Adele.Chui@computershare.com.hk
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It is the international federation of national bodies of corporate secretaries and governance professionals and represents those who work as frontline practitioners of governance throughout the world. It is recognized by the OECD as the global voice of this industry and its representatives sit on OECD corporate governance roundtables. For more information, visitwww.csiaorg.com
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Greetings on behalf of the Executive Committee and Council of the Corporate Secretaries International Association (CSIA):
Established in 2010 in Geneva, Switzerland, CSIA is an international federation of professional bodies that promotes? the adoption of best corporate secretarial and governance practices as a means of improving organizational performance and stakeholder value.
CSIA’s membership includes sixteen national representative bodies (including the US and Canada) and represents approximately 70,000 corporate secretaries and governance professionals in more than 70 countries around the world. CSIA members serve in a wide range of governance, managerial/executive and financial roles, including corporate secretary, chief governance officer / executive, legal counsel, ethics and compliance officer, enterprise risk manager, finance manager and professional administrative manager.
Recognized by OECD as the “global voice” of corporate secretaries and governance professionals,[This is a fairly big statement – can we reference it to something? Not in the letter but in the background just in case.] CSIA is the only organization [Ditto re background reference/facts] representing the corporate point of view on global governance issues today. CSIA is uniquely positioned to speak about what constitutes good corporate governance. Corporate secretaries serve on the “front line” of corporate governance: they are in the boardrooms every day, and have the responsibility, specialized knowledge and experience to ensure board processes are effective and the board receives accurate, relevant, complete and sufficient information and advice to make effective decisions.
As described below, CSIA is actively engaged in promoting best practices in corporate governance, through 1) Networking on a global basis, 2) Educational conferences and roundtables, 3) Publications, 4) Advocacy and 5) Thought Leadership:
Networking. The meetings of CSIA’s Executive Committee and Council, as well as its conferences and roundtables, provide global forums for networking and sharing information on best practices and global trends in corporate governance.
Education: CSIA has sponsored and participated in international conferences and roundtables in Shanghai, Sydney, Kuala Lumpur, Hong Kong, New Delhi, Sao Paolo, Dubai and New York (and Johannesburg in October, 2015). Responding to strong demands in emerging markets, CSIA has developed, with the International Finance Corporation (IFC), “The Corporate Secretary’s Toolkit”, which is being used to train corporate secretaries in emerging markets and developing countries around the world.
Publications: Among CSIA’s publications are: 1) “Twenty Practical Steps for Better Corporate Governance”, authored by Professor R. I. (Bob) Tricker (2010), 2) “Governance Principles for Corporate Secretaries“ (2013), 3) the aforementioned “Corporate Secretaries Toolkit” (2014) and 4) “Shareholder Engagement – Practical Steps for Corporate Secretaries” (2015). CSIA also publishes an e-Magazine: “Global Governance Voice”, which contains, not only feature articles on significant topics in corporate governance, but also governance news from CSIA member countries. Links to these documents are found on this website.
Advocacy: In June, 2012, CSIA petitioned the World Trade Organization to add a new trade sector classification for “corporate governance, compliance and secretarial advisory services” to their list, in recognition of the separate identity and increasingly significant role played by these professionals on a global level. CSIA is working to achieve broader recognition of the corporate governance professional’s role among worldwide organizations, such as the WTO, ILO, OECD, IFC, the World Bank, the EU and the United Nations.
Thought Leadership: CSIA’s Thought Leadership Task Force develops position statements on significant corporate governance topics and issues practical guidelines based on the experience of corporate secretaries throughout the world. “Shareholder Engagement: Practical Steps for Corporate Secretaries” was the most recent such publication , introduced in a global webinar in April, 2015. The next thought leadership initiative will address the topic of effective board communications, including the use of technology to enhance such communications.
CSIA is actively seeking new member organizations in countries that are not currently represented among our membership (e.g., Europe, South America). Eligibility for membership is not limited to organizations of corporate secretaries, so long as the association focuses on corporate governance in its broadest sense. Please contact me via firstname.lastname@example.org if you would like to know more.
I am honored to serve as the President of CSIA. After spending nearly thirty years working in this field in the United States, I am delighted to have the opportunity to meet and collaborate with so many others who are committed to good corporate governance throughout the world.
Katherine K. Combs
Computershare (ASX: CPU) today announced it has signed a further sponsorship agreement with the Corporate Secretaries International Association (CSIA).
Launched at the World Bank headquarters in Paris on 22 March 2010, with Computershare as the founding sponsor, CSIA is an international federation of professional bodies which promotes best practices in corporate governance, compliance and secretarial advisory services.
With 19 members covering more than 80 countries and over 100,000 governance professionals, the CSIA aims to promote good governance practices and enhance the profile of the professionals who serve as corporate secretaries and in other governance roles.
Computershare is a global market leader in transfer agency and share registration, working on a daily basis with the thousands of companies and professionals that the CSIA represents.
Stuart Irving, Computershare CEO and President, said “We recognise the value the CSIA brings to governance around the globe and are pleased to be renewing our sponsorship of the organisation, enabling the CSIA to continue to drive forward its governance agenda. We’ll be working with the CSIA to further the issues that are important to company secretaries the world over – including transparency, communications and voting.”
Computershare’s sponsorship of the CSIA covers the next 12 months, and will see the two organisations working together in many global locations.
About Computershare Limited (CPU)
Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. We also specialise in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services.
Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world’s leading organisations use us to streamline and maximise the value of relationships with their investors, employees, creditors and customers.
Computershare is represented in all major financial markets and has over 14,000 employees worldwide.
For more information, visit www.computershare.com
About The CSIA
The CSIA is an international, not-for-profit federation of professional bodies that promotes best practice in corporate secretarial, corporate governance, and compliance services. It represents those who work as frontline practitioners of governance throughout the world.
CSIA is recognized by The Organisation for Economic Co-operation and Development (OECD) as the global voice of this industry and its representatives sit on OECD corporate governance roundtables.
CSIA’s mission is ‘to develop and grow the study and practice of Secretaryship to improve professional standards, the quality of governance practice, and organisational performance’. CSIA partners with key agencies such as the World Trade Organisation and the International Finance Corporation to achieve this.
For more information, visit www.csiaorg.com
香港，2014 年 4 月 16 日 — 代表全球公司秘書及企業管治人員之聲的公司秘書國際聯合會今日
公司秘書國際聯合會會長 Carina Wessels 女士表示道：“公司秘書一職對公司至關重要。他們為在公司架構內各個領域如公司業務及企業文化等實施良好管治起到了積極促進的作用。鑒於公司秘書一職日益重要且職責更為寬廣，對公司秘書思維國際化和隨機應變能力的需求更為迫切。”
Carina Wessels 女士補充道：“該工具書是為從公司秘書層面提高企業管治水平而設的跨文化和
協助新興市場推動企業管治改革的的國際金融公司全球企業管治論壇的負責人 Philip Armstrong 先生說：“隨著新興市場經濟的不斷現代化，我們正處於新興市場企業管治的一個關鍵節點。公司秘書國際聯合會作為企業管治及國際最佳操守的權威之聲和推動新興市場公司秘書角色進程發展的主導力量體現了巨大的價值。”
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