ICSI National Award for Excellence in Corporate Governance

Promoting Good Governance In Indian Corporate Sector

Award Conferment Function

Monday, 15th December 2003

It is my proud privilege to welcome

SHRI LAL KRISHNA ADVANI

Hon’ble Deputy Prime Minister of India

HON’BLE JUSTICE SHRI M N VENKATACHALIAH

Former Chief Justice of India

and Chairman of the Jury

SHRI M M K SARDANA

SecretaryGovernment of India,

Department of Company Affairs, Ministry of Finance

SHRI G N BAJPAI

ChairmanSecurities and Exchange Board

of India

Corporate Governance rests with the Vision and Perception of the Corporate Leadership

and

The ICSI has adopted a Vision for Corporate Governance

Our Vision

“To be global leader in

development of professionals

specialising in

corporate governance”

Corporate Governance for ICSI

-The Institute of Company Secretaries of India

”Corporate Governance is the

application of bestmanagement

practices,Compliance of law in trueletter and spiritand adherence to ethical standards

for effective management and distribution of wealth

and discharge of social responsibilityfor sustainable

development of all stakeholders”

Our Mission

“To continuously develop high calibre professionals ensuring good corporate governance and effective management and to carry

out proactive research and development activities for protection of interest of all stakeholders, thus contributing to public good”

ICSI Parivar

Members

A Closely Knit Family of Professionals

Human AssetsStudents

The Strength behind our Vision and Mission is our

Principles of ICSI Parivar

Fairness to all stakeholders

Mutual Trust, Transparency and Togetherness

Unrestricted Communication and Continuous Feedback

Sharing Knowledge, Success Stories and Experience

Sharing Happiness and Concerns

Helping Each Other – Round the Clock

These principles are the foundation of

Best Governed Organisations

irrespective of their form and size

Advantages of applying Best Corporate Governance Practices

Growth

Growing Revenues

Growing Profits

Growing Market Value

Widespread Goodwill and Brand Reputation

Access to Global Markets

Better Access to Human Capital

Ready Market for New Products

Widening Customer Base

Enhanced Trust and Confidence of all

Stakeholders

EMPLOYEESEMPLOYEES

INVESTORSINVESTORS CUSTOMERSCUSTOMERS

SUPPLIERSSUPPLIERS

GOVERNMENT AND REGULATORS

GOVERNMENT AND REGULATORS

SOCIETYSOCIETY

Leading to…

Environment

Civil SocietyBusiness Society

SUSTAINABLEDEVELOPMENT

Commitment to well-being and progress of all stakeholders is our age old mantra

Satyam Vada Dharmam Chara

- Taittariya Upanishad

“Forever speak the truth and follow the

dharma”

Truth : Disclosure of Actual State of Affairs

(Transparency in operations and transactions)

Dharma : “Dharma is for the stability of

society, the maintenance of social order and the general well-being and progress of humankind.”

- Karna Parva of the Mahabharata. Verse-58 in Chapter 69

Governance Concept in ‘Ramayana’

To provide “the maximum happiness for the

maximum number of people for the maximum

period, based on the principles of Dharma –

righteousness and moral values.”

- Ayodhya Kand

“The Customer is King”

- Mahatma Gandhi

This is the soul behind modern

Marketing Management

Worshipping 33 Crore Godheadssignifying various species, plants,

cosmic elements, …

Care for Panchtatvas - Prithvi, Jal, Vaayu, Akaash and Agni that make a human

being

This is our approach to

Environment Protection

The four essential principles of Mahatma Gandhi's philosophy

Truth, Ahimsa, Trusteeship and Constructive Action

Corporates are also expected to use their

Capacity, Knowledge and Resources

Maximisation of stakeholders’ value and well-being and progress of humankind

TOWARDS

THROUGH

Transparency, accountability and truthful disclosure of state of affairs

Dharma

Truth

This is our own age old mantra of

Good Governance

Company Secretaries are acting as Catalyst in applying this mantra of Good Corporate

Governance

Company Secretary

CompanyPolicies

ManagementFunctions

Regulatory Compliances

Ethics andMutual Trust

SUSTAINABLE G

ROWTH

COMPANY SECRETRYnavigates the

CORPORATE GROWTHwith

GOOD GOVERNANCE

Company Secretary is a Vital Link

GOVERNMENT AND REGULATORS

GOVERNMENT AND REGULATORS

CUSTOMERSCUSTOMERS

PUBLICPUBLICINVESTORS

INVESTORS

SUPPLIERS SUPPLIERS

EMPLOYEESEMPLOYEES

CompanySecretary

CompanySecretary

Company Secretaries are adequately developed to take this challenging job

Course Curriculum Focuses on Essentials of Corporate Governance Extensive Pre-

Membership Training

Compulsory Continuing Education

PMQ and Short Term Courses

Company Secretaries are also bound by the strict

Code of Conduct

Thus ensuring highest level of

Integrity

Independence

Excellence

Innovation

The ICSI initiatives towardsGood Corporate Governance

Post Membership Qualification Course in Corporate Governance

Objectives

“To provide expert

knowledge to

understand, analyse and apply

the principles

and practices of

Good Corporate Governance in real

life situations .

“

Course CoveragePaper 1- Conceptual Framework of

Corporate Governance

Paper 2 - Corporate and Board Management

Paper 3 -Legal and Regulatory Framework of Corporate Governance

Paper 4 - Board Committees and Role of Professionals

Paper 5 - Corporate Governance - Codes and Practices

Dissertation/ Project Report

Issuing Secretarial Standards

SS-1 Meetings of the Board of Directors

SS-2 General Meetings

SS-3 Dividend

Guidance Note on Passing of Resolution by Postal Ballot

Secretarial Standards issued by the ICSI so far

ICSI is the only professional body in the

world to issue Secretarial Standards

Guidance Note on Buy Back of Securities will be

issued today

Model Formats for Corporate Governance Reporting

•Original research covering 1700 companies

•Covering best practices and formats for better Corporate Governance

… and starting as an annual feature

ICSI National Award for Excellence in Corporate Governance

Promoting Good Governance In Indian Corporate Sector

ICSI National Award for Excellence in Corporate Governance

Best Governed Companies2001

Best Governed Companies2002

ICSI National Award for Excellence in Corporate Governance

Company Secretaries of winning Companies are also awarded

Corporate Captains who have Translated Excellence in Corporate Governance into

Reality were also honoured

Life Time Achievement Award for Translating Excellence in Corporate Governance into Reality

2001DR. VERGHESE KURIEN

Chairman EmeritusNational Dairy Development Board

2001RAI BAHADUR MOHAN SINGH OBEROI

ChairmanThe Oberoi Group

2002DR YUSUF KHWAJA HAMIED

Chairman and Managing DirectorCipla Limited

ICSI National Award for Excellence in Corporate Governance

Companies that have wonICSI National Award for Excellence in

Corporate Governancehave

Consistently earned high returns, increased their net worth and enhanced their

shareholders wealth

Invested significantly in proactive research and development

Developed people into ‘achievers’ than just ‘performers’

Dealt ethically with customers, government and business partners

Maintained and updated their professional management culture, system and processes

..and accomplished

WINNINGEMPLOYEES

WINNINGEMPLOYEES

GROWINGINVESTORS

GROWINGINVESTORS

DELIGHTEDCUSTOMERS

DELIGHTEDCUSTOMERS

TRUSTEDSUPPLIERS

TRUSTEDSUPPLIERS

SATISFIEDGOVERNMENT AND

REGULATORS

SATISFIEDGOVERNMENT AND

REGULATORS

HAPPYSOCIETY

HAPPYSOCIETY