DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT February 2

DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT February 2, 2012 New Delhi DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 1 1

Directorate’s Mandate • • • PROFESSIONAL DEVELOPMENT STUDIES & RESEARCH SYLLABUS REVIEW INVESTOR AWARENESS PROGRAMMES CERTIFICATE COURSES PMQ COURSES CORPORATE GOVERNANCE & CSR INTERNATIONAL PERSPECTIVE LIBRARY (KNOWLEDGE CENTRE) E-LIBRARY PRINTING, PUBLICATIONS & STORES 2

Directorate is entrusted to assist • • • • Professional Development Committee Training & Educational Facilities Committee Syllabus Review Committee PMQ Course Committee Advisory Boards for PMQ Courses Practising Company Secretaries Committee Corporate Laws & Governance Committee Capital Markets Committee Coordination Committee Quality Review Board Editorial Advisory Board Expert Advisory Board Peer Review Board Various Core Groups DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT Contd. . . 3 3

Directorate is entrusted to assist • • • • National Advisory Committee on Accounting Standards (NACAS) – MCA Accounting Standards Board - Institute of Chartered Accountants of India Cost Accounting Standards Board – Institute of Cost Accountants of India National Foundation for Corporate Governance (NFCG) • NFCG – Governing Council • NFCG – Board of Trustees • NFCG – Core Group for Corporate Governance for SMEs • NFCG – Core Group of Experts Committee to administer Investor Education Protection Fund (IEPF) Committee & Sub Committee Indo-UK Taskforce on Corporate Affairs Indo-UK Accountancy Task Force – Ministry of Commerce & Industry Joint Economic & Trade Committee (JETCO) Committees being formed from time to time by MCA / SEBI / RBI / CCI and other regulatory bodies Stakeholders’ Committee at MCA Assocham – Merget & Acquisition Council New India Membership Development Committee of INSOL International GRI Taxonomyu Review Team Advisory Group to GRI Focal Point India DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 4 4

Academic and Technical Support to regulatory authorities Academic and Technical support to MCA on: • • Company Law Reform Process ( Bill /Rules etc. ) Limited Liability Partnership from Concept Paper to Act Competition Law MCA 21 XBRL Corporate Registers Forum (CRF) 2012 Investor Education & Protection Fund related matters DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 5 5

Academic and Technical regulatory Academic and Technical Support to. Support authorities to regulatory authorities • Preparation of views of the Institute on consultative papers/ notifications issued by SEBI / MCA and other Regulators • Comments / Memorandum on new legislations / amendments • Appearance before the Parliamentary Standing Committees • Co-ordination with various regulatory authorities • Co-ordination with Ministries / Government (Centre and State) on matters of professional interest. • Representations to various authorities for recognition of CS Profession DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 6 6

Research & Publications § Undertakes research projects including research publications and revision thereof § Prepares Publications interest, etc. of professional DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 7 7

Supporting Policy Initiatives • Preparation of Concept Papers for the growth and development of profession / professional practice • Academic Inputs to members representing Institute on various committees, expert groups constituted by MCA, SEBI, and other regulatory bodies • Co-ordination with Government, Regulatory authorities and sister professional bodies abroad • Coordination with International Bodies - World Bank, OECD and other global Corporate Governance Forum • Corporate Secretaries International Association (CSIA) DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 8 8

Destination 2020 ESTINATION 2012 D – Leveraging technology for knowledge updation of members v. To Build up Strong Knowledge Repository with Case Studies for use of our Members v Using tools like – Webcast, Virtual Classroom, Mobile WAP application, social network etc. to reach Student and members on realtime basis - Standardization of Professional Development activities through out the Country involving RCs / Chapters v. To ensure Quality, standardization of Service delivery through Learning Programmes for members v. This will cover Faculty /Duration/Assessment/feedback etc v. Short term courses DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 9 9

Destination 2020 – Benchmarking Study Materials with International Quality Standards v To Bring out World Class Study materials and Tool kits – Standardisation of Learning methodologies (Pedagogy ) through out the Country involving RCs / Chapters v To ensure Quality of Coaching (be it distance /Class Room) strong Standardisation and regular Quality Audit - Strengthening Knowledge Team comprising in-house specialists and also external experts working hand in hand - Training and Orientation of A&PD Academic staff on regular basis to hone up skills - Faculty exchange amongst associate bodies / joint research with partner institutions and other credible institutions DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 10 10

ICSI Initiatives in Capital Markets • Views/suggestions to SEBI on various consultative papers placed for public comments • Memorandum of Understanding with Stock Exchanges – – • • • NSE MCX SX USE Chartered Institute for Securities & Investment, London Inditifying newer areas of practice ICSI Representation on IEPF Committee/Sub Committee Post scrutiny of Documents registered under IEPF Investor education and Awareness programmes India Corporate Week India Investor week

Roadmap - 2012 • Identify and pursue the newer areas of Practice – Compliance Certificate on IPO/FPO – Compliance Certificate for Listing at SME Platform on Stock Exchanges Research and Publications in capital markets India Corporate & Investor meet Capital Market week Implementation of MOUs with NSE, USE, MCX SX and CISI • Organisation of Investor Awareness Programmes • Certification courses in Capital Markets independently and in collaboration with BTI, NSE. • •

CORPORATE GOVERNANCE SUSTAINABILITY AND CSR – Roadmap INTERNATIONAL AFFAIRS- Roadmap 13

Corporate VISION Governance and Sustainability “To be a global leader in promoting good corporate governance” MISSION “To develop high calibre professionals facilitating good corporate governance” 14

COMPANY SECRETARIES – GOVERNANCE PROFESSIONALS • Corporate Governance is vast covering within its ambit the culture, ethics, sustainability issues. • Focus on Board systems, transparency, disclosures, accountability, responsibility and sustainability. • Company Secretaries as governance professionals should be in front line to promote good governance amongst companies. 15

Research Studies • Independent Directors • Board Committees • Beyond Clause 49 • Corporate Social Responsibility • Corporate governance Challenges in India – Appointment of Independent Directors – Training of Directors – Board Evaluation – Lead Independent Director – Sustainability Reporting 16

Focus for 2012 17

Sustainability Reporting …… • Sustainability reporting can be considered as synonymous with other terms for non-financial reporting like triple bottom line reporting, corporate social responsibility (CSR) reporting, and more. 18

GRI Sustainability Reporting Guidelines • World’s most widely-used sustainability reporting framework • Designed to be used by organizations of all sizes and types, across sectors and regions • Developed by an international multi-stakeholder consensus based approach 19

Number of GRI Reporters 1999 – present* 7, 880 GRI Reports 1800 1600 1480 1440 1200 1099 800 702 600 513 400 374 200 11 0 1999 275 45 2000 122 140 169 2001 2002 2003 2004 * as of 27 January , 2012 2005 2006 2007 2008 2009 2010 20

GRI Reports from INDIA • So far 88 registered GRI Reports from India. • 17 registered GRI Reports from India in 2011 • 50+ more GRI Reports from India expected 21

Recent Developments (India) • The MCA has issued the National Voluntary Guidelines on Social, Environmental Responsibilities of Business, 2011 (NVGs). • SEBI has directed Listed entities to submit Business Responsibility Reports, as a part of their Annual Reports, describing measures taken by them along the key principles enunciated in the NVGs. • To start with, the requirement is applicable to top 100 companies in terms of market capitalization and would be extended to other companies in a phased manner. 22

Developments across the Globe • GRI is in the process of developing fourth generation guidelines - G 4 • Integrated Reporting – Reporting of financial and non-financial information in a single report. 23

Focus for 2012 Sustainability Reporting • Sustainability Reporting is an opportunity knocking at the doors of company secretaries; • Institute plans to focus on capacity building on sustainability, sustainability reporting and integrated reporting. 24

Focus for 2012 Sustainability Reporting • ICSI is entering into an MOU with GRI for collaboration in areas of knowledge sharing, training, research and publications. • Workshops with GRI for small groups of members across the country. • Focus for students – study material, MSOP. • Joint programmes with CII-ITC centre for excellence in area of CSR and Sustainability. • Commitment – to build the capacity of members & students in this emerging area. To organise workshops in coordination with HQs. 25

Focus for 2012 Corporate Governance Week • Initiative for CG Week taken in year 2011. • Seminars, conferences, workshops on corporate governance, sustainability, ethics and integrity, risk management, non-financial disclosures, carbon footprints; “Go Green” initiatives; half marathon; competitions for students and members; programmes/initiatives for senior citizens etc. to be organized during this week. • Commitment- to celebrate the week with full enthusiasm. • The week should brand Company Secretaries as true governance professionals. 26

Focus for 2012 Companies Bill 2011 • Capacity Building Programmes onØ Various Provisions of Companies Bill Ø NCLT Ø Secretarial Audit. 27

Focus for 2012 Corporate Governance Award • Suggestions invited to take the award to further higher level. • Suggestions and commitment to increase participation of companies in the award. • Commitment- to motivate 50 -70 more Companies to participate in the ICSI CG Award -2012. Chairmen RCs/Chapters to meet the Chairmen/CEOs of Companies and impress upon them the benefits of participation in the award. 28

Focus for 2012 International Affairs • President of ICSI is the President of CSIA for the year 2012. - To ensure more countries to participate and become members of CSIA for wider reach. - Recognition by WTO – to pursue with the Indian Government and WTO to create a new Services Sectoral Classification “Corporate Governance Compliances and Secretarial Advisory Services” in the list of WTO. • MOUs with sister professional Institutes in other countries for mutual recognition of membership – Hong Kong, Australia, Singapore, Malaysia and Kenya. 29

Focus for 2012 International Affairs • Directors training programme with SID and IOD(UK). • Collaboration with OECD, GCGF (IFC– Washington), GRI, INSOL International, ACGA, Cass Business School (London) etc. for furthering the cause of corporate governance. 30

Focus for 2012 ICSI – Inside : CR initiatives • Resolution to reduce paper consumption by 20% • “Zero Print Day” - Every Wednesday across all offices of the ICSI. • Issuing Admit cards and Declaration of Examination results through e-mode. • Automation of process of admission of ACS / FCS. • Annual Reports being sent electronically to members. • Moving towards paper less office through ERP, Digital Document Management System country wide. • Internal communication of approval on e-mail and through ERP system. 31

Focus for 2012 • Replace plastic folders by Eco friendly file/folders. ICSI - GREEN INITIATIVES • Printing of Visiting cards on recycled paper, instead on plastic coated paper. • Commitment- Pledge to reduce paper consumption. Send all communications to HQs and other offices through e-mails. Take minimum printouts, only when absolutely necessary. Observe one day a week as ‘Zero Print Day’ in your offices. • CG & CSR: Watch • Green Logo • Eco-friendly and energy efficient offices (Green Buildings). • Energy saving and use of alternative energy • Water resource management • Responsible disposal of electronic waste. 32

Focus for 2012 ICSI GREEN INITIATIVES Besides, we are also in the process of – • Bringing out a CSR Policy defining our areas of CSR activities. • Commitment- to save environment and contribute to society in every possible way. ------- “ You must be the change you wish to see in the world. " -Mahatma Gandhi “ When we heal the world, we heal ourselves " -David Orr 33

Publication & Stores function includes • Determination of quantity of printing of Study material and other publications • Monitoring the main stores • Supply of study material / publications from the Headquarters • Stock statements and sale proceeds • Reconciliation of stock of publication DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT 34 34

Thank You 35