Company Secretary: Guiding Corporate Growth through Good Governance

Q. How is the Institute of Company Secretaries of India (ICSI) contributing to the growth and development of the country?

Ans: The Institute of Company Secretaries of India (ICSI), a premier National Professional Body, constituted under the Company Secretaries Act, 1980, works under the aegis of the Ministry of Corporate Affairs, Government of India. It is the only recognised professional body in the country to make provision for the regulation and development of the profession of Company Secretaries in India.

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With its vision to be a global leader in promoting good Corporate Governance and its mission to develop high calibre professionals facilitating good Corporate Governance, the ICSI has evolved as the only recognised organisational framework on the global governance map.

As a catalyst in shaping India’s economic and social landscape, the ICSI has diligently adopted a robust educational system that fosters holistic development of all its stakeholders. From expanding its learning landscape sans boundaries to upholding the principles of good governance while promoting sustainability and facilitating entrepreneurship, the ICSI has been contributing to every aspect of nation building.

Q. Who is a Company Secretary (CS) and what is their role in the Corporate World?

Ans: Company Secretary is a professional, entrusted with the responsibility of effective implementation of a transparent and accountable business culture in the country. The role has traditionally been that of a Compliance Officer, however, with introduction of Companies Act 2013, Company Secretaries have been conferred a special status of Key Managerial Personnel (KMP) in

an organisation, bracketing them along with MD, CEO, Manager, Whole-time director(s) and CFO. The Companies Act 2013, also mandates Secretarial Audit by a Practising Company Secretary, making the role more expansive and inclusive.

A qualified Company Secretary can either choose to be in employment or can start her/his own practice. In both roles, Company Secretaries are strengthening the Business Environment and Corporate Administration of the country. The board of directors readily look upon Company Secretaries as professionals, recognised and entrusted by investors as well as the regulators.

Besides auditing and certifying documents under various legislations, including the non-financial metrics of diversity and sustainability, Company Secretaries are recognised as Arbitrators under the Arbitration and Conciliation Act and can also appear as authorised representative before various tribunals like the NCLT&NCLAT.

Today, Company Secretaries have become a key functionary in the corporate pyramid. While their responsibility has been defined under various laws like SEBI, GST, Insolvency, Consumer Protection Act, Depositories Act, Competition Act, Labour and Industrial, Intellectual Property, they have also forayed into the capital markets and financial services.

Q. Who can pursue the Company Secretary Course? How does the Institute ensure a holistic learning environment for its members and students?

Ans: Students from any stream (except for fine arts) can enrol and pursue the Company Secretary Course. Considering the diverse academic background of the students seeking admission in the course, the ICSI introduced the Company Secretary Executive Entrance Test (CSEET) to register in the CS Course. However, Graduates/ Post Graduates from a recognised University are exempted from CSEET and can register directly in the CS Executive Programme.

The CS course structure is extremely versatile and encompasses subjects that enhance the knowledge and acumen required by the profession. Students have to undergo a mandatory 21 months Management Training with Industry or Practising Company Secretaries, that primarily focuses on developing core competencies of young professionals.

As a proactive body, focusing on providing top-quality education, the ICSI has aligned its Syllabus with the New Education Policy and intensified its teaching methodology to build professionals with a distinct and well-directed approach.

Further, the initiation of free online classes alongside regular offline classes, lectures of Eminent Faculties and real time doubt clearing, have all transformed the entire learning process for ICSI students. The institute is also planning to start a Digital Library and Social Clubs like the Arbitration Club, CSR & Social Governance Club, Mock Board Meetings Club, Mock NCLT Club etc., to equip the students with a comprehensive skill set.

The institute has various scholarships/ financial assistance schemes for meritorious or economically backward students. In line with the Government’s Nation Building initiatives, the ICSI introduced a Fee Waiver/ Concession Scheme for Defence Personnel, Para Military Forces Personnel of the country and for their family members. Students from Jammu & Kashmir, Ladakh, Himachal Pradesh, and the North Eastern States of the Country can also avail the benefit of this scheme.

Augmenting its holistic learning approach, the Institute initiated the ICSI Academic Connect for the ICSI Signature Award, the ICSI Academic Collaboration and the ICSI Study Centres. Under the umbrella, the ICSI has associated with various Schools, Colleges, Universities, including NLUs & IIMs for joint academic research, knowledge sharing, and professional development.

With the University Grants Commission (UGC) recognising the Company Secretary Qualification as equivalent to Postgraduate Degree, the scope of the profession has also been enhanced academically. Members of the Institute now also have an opportunity to pursue PhD in Commerce and Allied Disciplines.

The ICSI has also enhanced its international footprint to leverage the CS profession across the globe and provide its members, a wider perspective that is in tandem with the changing dynamics of the corporate world.

Q. Company Secretaries perform a range of functions which require a broad and unique skill set. How is the Institute of Company Secretaries of India managing to produce such skilled professionals?

Ans: Entrusted with the crucial responsibility of guiding the Board and Leadership in pursuit of Corporate Stewardship, Governance and Sustainability, Company Secretaries are held in high esteem in the corporate world. Their recent transcendence in areas like ESG, Insolvency, Valuation, Social Audit, Alternate Dispute Resolution, etc., has further enhanced their influence worldwide.

It is this dynamic role of Company Secretaries that is safeguarding the interest of all stakeholders and for this, Company Secretaries need to have the right attitude and ethics. They need to have a thorough understanding of not only domestic and international regulatory regimes, but also other areas such as corporate funding, interpretation of laws and drafting of important legal documents etc.

To cater to the need of continued professional development of its stakeholders, the Institute has rolled out various Post Membership Qualification Certificate Programmes and Short-term Certificate Courses along with a series of focused webinars.

It’s Quality Review and Peer Review is yet another Mechanism that ensures the quality of services of the ICSI members. While Quality Review assesses service of the ICSI members in accordance with the Quality Review Board (QRB) set up by the Central Government, under Peer Review the performance of Practising Company Secretaries is periodically reviewed by a competent professional. Peer Review identifies the areas where a practising member may require guidance in improving the quality of his/her performance. The evaluation is done to ensure that the quality of work complies with the Technical Standards laid down by the ICSI and there is sufficiency of systems, procedures and practices, so that excellence in performance can be maintained.

The quantum leap in the transparency and accountability imperative has led organisations adopt measures that generate long-term value for its stakeholders. As the new age Governance Professionals, Company Secretaries today are helping Corporates redefine the reporting parameters and embed sustainability in corporate culture.

The ICSI has always demonstrated its preparedness in developing such equipped professionals who understand these business needs and the laws that have a bearing on this paradigm shift.

Q. ICSI has joined hands with many International Bodies. Please throw some light in that area. Also in your own opinion, do you see any opportunity for the profession converging in different jurisdictions?

Ans: To keep pace with the changing dynamics of global governance framework, Corporates are looking at modern day Corporate Secretaries who can understand the emerging technologies that could impact businesses and take up the responsibility of reporting on the non-financial metrics like diversity, sustainability and corporate culture.

Understanding this need, ICSI signed MoU with Corporate Governance Institute (formerly known as ICSA) in many countries, to provide reciprocal exemptions to subjects as well as training requirements to each other’s members to make membership more accessible and augment their employability.

ICSI is also a member of Corporate Secretaries International Association Ltd (CSIA), International Valuation Standards Council (IVSC), and International Corporate Governance Network (ICGN) and has been closely associated with Organisation for Economic Co-operation and Development (OECD).

Malaysian Association of Company Secretaries (MACS), with its main objective of promoting, improving, upgrading and advancing the professional status of Company Secretaries in Malaysia has adopted the ICSI Secretarial Standards, for benchmarking its own Standards.

Further, ICSI has MoU with Chartered Institute of Securities and Investment (CISI) whereby the CISI qualification may be offered to ICSI students and members at 50% discount.

I would also like to highlight that UK ENIC (Erstwhile UK NARIC), UK’s National Agency responsible for providing informed advice and guidance on vocational, academic and professional qualifications from over 190 countries worldwide, has recognised ICSI Executive & Professional Programmes as equivalent to Bachelors’ and Masters’ degree respectively, in UK & UAE.

Besides these, ICSI has accentuated its efforts in providing its stakeholders with opportunities sans boundaries by setting up ICSI Overseas Centres in Australia, Canada, Singapore and UAE. The ICSI Overseas Centres are playing a pivotal role in comprehending the professional requirement of the respective countries along with allowing exchange of views on professional matters, with similar professional bodies in their countries. The two-way flow of knowledge and professional potential is sure to raise the status and standard of the Company Secretary Profession.

Disclaimer: The content is sourced from the Careers360 Young University magazine.