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DIRECTORATE OF ACADEMICS AND PROFESSIONAL DEVELOPMENT February 2, 2012 New Delhi DIRECTORATE OF ACADEMICS 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 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 & 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 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: 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 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 § 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 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. 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 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 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 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 GOVERNANCE SUSTAINABILITY AND CSR – Roadmap INTERNATIONAL AFFAIRS- Roadmap 13

Corporate VISION Governance and Sustainability “To be a global leader in promoting good corporate 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 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 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 Focus for 2012 17

Sustainability Reporting …… • Sustainability reporting can be considered as synonymous with other terms 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 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 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. • 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, 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 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 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 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 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 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 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 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). • 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 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 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 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 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 Thank You 35