Lecture on Secretarial Standards
Welcome and Introduction
- Speaker: CS Anita
- Event: 20th Webinar of the Master Knowledge Series by ICSI
- Purpose: Guide CS professionals on recent regulatory amendments and refresh existing knowledge
- Series Launch: 24th National Conference of Practicing Company Secretaries, June 16-17, 2023
- Goal: Equip professionals to enhance accountability, transparency, and trust among stakeholders
Secretarial Standards (SS1 and SS2)
- Purpose: Standardize board and general meetings compliance
- Issued By: ICSI
- Adoption: Adopted by Malaysian Association of Company Secretaries
- Framework: Ensure compliance with legal and regulatory requirements, consistency in secretarial practices
- Benefits: Enhances accountability, transparency, and builds trust with stakeholders
Speakers
- CS Nagendra D. Rao: Partner at CS Nagendra D and Associates LLP with 20+ years of experience
- CS Sudhakar Sarasah: Fellow Member of ICSI, ICI, and ICSA UK with 3.5 decades of experience
Secretarial Standards Board (SSB)
- Formation: Year 2000 by ICSI
- Objective: Formulate Secretarial standards
- Recognition: Legal recognition in 2013, effective from July 1, 2015
- Revision: Last revised on October 1, 2017 and awaiting further revisions
Secretarial Standards of Interest
- SS1: Meeting of Board of Directors
- SS2: General Meetings
- SS3: Dividends (Voluntary from January 1, 2018)
- SS4: Board of Directors' Reports (Voluntary from October 1, 2018)
Key Benefits of Adherence
- Promotes enhanced governance culture
- Reduces propensity for litigation
Recent Judgments and Legal Importance
- NCLAT Judgment: Necessity of adherence to standards akin to auditing standards
- Relevant Case: Harish Kumar T.K. vs. NFRA (Dec 2023)
Key Highlights by CS Sudhakar Sarasah
Convening and Conducting Board Meetings (SS1)
- Notice: Given 7 days prior, agenda 7 days prior
- Adjoining Meetings: Legal validity and procedural aspects
- Attendance Register: Must be maintained, including electronic meetings
- Minutes: Written in third person, past tense, signed by chairman
- Resolutions: Can be passed by circulation, detailed procedural requirements
- Quorum: Must be present throughout meetings
General Meetings (SS2)
- Notice: 21 clear days, exceptions for short notice
- Quorum: Present throughout meeting
- Attendance Registers and Proxies: Proxies must be managed and documented
- Adjoined Meetings: Procedures for notice and conduct
- Minutes: Legal record, inspection rights, procedure for recording
Q&A Session Recap
- Special Resolutions: Board cannot unilaterally revoke; must be re-approved by shareholders
- Monitoring Committees: SS1 not applicable unless constituted under Companies Act
- Short Notice: Possible with 100% member consent
- Electronic Meetings: Attendance register for virtual attendance
- Serial Numbers: Consecutive numbering required for meetings
- Access to Minutes: Statutory auditors can inspect
Final Thoughts
- Chairman: Emphasized the practical benefits and application of SS1 and SS2
- Sudhakar Sarasah: Encouraged thorough knowledge and application of secretarial standards
- Next Series Event: Upcoming webinars will continue on relevant professional topics
- YouTube: Webinars uploaded for later viewing
Closing: Appreciation for speakers and participants