1. Pavan Kumar Vijay Past President, ICSI Excellence for achieving better Corporate Governance C orporateC ompliance Management _____, 07.04.2008

2. Do you usually confront with these?? I dont know which laws are applicable How to make compliances on time?I am bored of StereotypedCompliance system 3. Are Industry & Professionals ready with the answers? Do we consider Corporate Compliances as just another burdensome, complicated , back office operations, monotonous work? ORDo we see anyopportunityin it ? 4. A Famous Teaching.

Opportunity is missed by most people because it is dressed in overalls and looks like work.

Thomas Elva Edision

5. Where Opportunity lies?? The opportunity lies in good Corporate Governance.Where DISCLOSURE accompanies TRANSPARENCY 6. Outstanding Performance,Higher Profits,Expanded Market Reach and the like FAILSto protect a companywhich has put good governance & ethicsat the back burner. History is WitnessS U C E S S D I S A S T E R 7. Secret behind building foundations ..Only the culture ofstrict adherence to good compliancecan keep a companyahead on sustainable basis , bring in larger profits 8. Disclosure & Transparency Compliance in Letter Compliance in Letter & Spirit Filing the Gap 9. Compliance in LetterDetails of complaints resolved during the financial year 2006-07 are as follows. Complaint Received Complaint Resolved Pending 430 230 200 10. Compliance in Letter & SpiritEXAMPLE :INVESTORSCOMPLIANT MODEL Compliant ReceivedCompliant Resolved Time involved Reasons for delay 4 3 Reasons 1- Non-receipt of Bonus7 days - 1- Demat 7 days - 1- Non-receipt of dividend7 days - 1- Non-receipt of Notice Pending 14 days Wrong address 11. Designingeffective & user friendlyCOMPLIANCE MANAGEMENT SYSTEM to lay down strong foundation forGOOD GOVERNANCE 12. Compliance of Rules & RegulationsGood Corporate Governance 13. Implementing EffectiveCOMPLIANCE MANAGEMENT SYSTEM 14. Corporate Governance in System

Clause 49 of Listing Agreement:

The Board shall periodically review compliance

reports ofall laws applicable to the company ,

prepared by the company as well as steps taken by

the company to rectify instances of non-compliances.

15. Compliance of all laws (CAL) Locations Sector Transaction Segment ProfileFactoryEmployees Product CAL 16. What is Compliance of all laws??

Compliance of all laws

Not just any another compliance it is a HIDDEN KHAZANA for all stakeholders .

17. HIDDEN KHAZANA for allSTAKEHOLDERS Company Professional INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS 18. Right Proportion = Creating difference

Understand your company

Proper Identification & Evolution of applicable laws

Analysis of applicable laws

Assessment

19. Different Corporate Structures Understanding at MACRO LEVEL Public Sector Undertakings Private Limited Companies Trusts And NGOs Coop Societies AndProducer Companies Municipal Boards Semi-government Organisation Unlisted Public Companies Listed Public Companies 20. Different Industries Media AndEntertainmentInfrastructure,Power And Telecom IT Solutions IT EnabledServices And BPO Textiles Tourism And Hotel Capital Market AndIts Intermediaries Engineering andConstruction FMCGAgriculture And Food ProcessingCapital GoodsDrugs, PharmaAnd Healthcare Banking And NBFC Financial Services 21. Different Geographies Global Operations Indian Operations 22. Time has come.. Corporate compliance is not merely a legal compliance but it isNECESSITY Now 23. Necessity: The mother of invention The general who wins the battle makes many calculations in his temple before the battle is fought. The general who loses makes but few calculations beforehand. BySun Tzu 24. Simplification: The Next Move

Developing Compliance Management Tools

C hecklist Law wise Period wise 25. Effective Usability S oftware Developing Compliance Management Tools..contd Triggering date & timeTriggering information inputOrganisation type, Capital deployed, Business type Product profile 26. Effective Usability U pdations

Newsletters & Magazines

Discussion e-Groups

Software carried automatic updating options

Attending seminars & workshops

Newspapers & Business News Channels

Regular visits at Authoritys website

Developing Compliance Management Tools..contd 27. UnsystematicComplianceSystem the aftermath 28. CURRENT PROFILE 80% 20% TRADITIONAL ROLE STRATEGICROLE Form FilingRegisters&Returns Good ComplianceRisk Mitigation Corporate Governance PRESENT FACE ChecE Checklists 29. Let IT works for you. 30. USING COMPLIANCE SYSTEM 80% 20% STRATEGIC ROLE TRADITIONAL ROLE Corporate Compliance Risk ManagementForm filingSystem Drivenorganisation Registers &Returns Checklists & Modules IT based Compliance System can change the face 31. Advantages of Corporate Compliance

Easy Quantification of risk

Establishing Risk appetite

Identify and prioritize controls

Multitude of Compliance obligations .

Building Strong Foundations

Extended Confidence to Investors

Gaining Competitive Edge

Good Compliance System leads toExcellence in Operations

32. Effect of Technology

Easy Compliance

Impossible Non- Compliance

33. Good Corporate governance Reduces RiskHigher Profits Higher Valuation of CompanyRESULT OF GOOD CORPORATE COMPLIANCE MAKING YOUR COMPANY DIFFERENT & LEADING TOWARDS EXCELLENCE 34. E xellence

Happy Company

Happy Management

Happy Investors

Happy Customers

Happy Regulators

EXCELLENCE PAYS 35. The Conclusion is . Make Your CompanyGOOD GOVERNED COMPANY 36.