COMPANY SECRETARY ? A Company Law Expert? A Generalist - “Jack of All Trade”? A Mere Secretarial Officer?
<ul><li>COMPANY POLICIES </li></ul>OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS
Every Company Needs a Person to <ul><li>Coordinate between various departments and all stakeholders, </li></ul><ul><li>Ensure compliance of all applicable laws and </li></ul><ul><li>Develop mutual trust between various stakeholders </li></ul><ul><li>The person must have adequate knowledge of management and law </li></ul>
<ul><li>COMPANY POLICIES </li></ul>OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS COMPANY SECRETARY CS is the Principal Officer of the Company DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS
Company Secretary in Employment <ul><li>The Company Secretary , a professional bound by the Code of Conduct, aligns various management functions with company policies , ensures compliance of all applicable laws and endeavours to develop mutual trust between various stakeholders leading to good corporate governance and sustainable growth of the company. </li></ul>
Company Secretary in Employment Company Policies Management Functions Regulatory Compliances Ethics and Mutual Trust COMPANY SECRETARY navigates the CORPORATE GROWTH with GOOD GOVERNANCE SUSTAINABLE GROWTH
Company Secretary in Practice <ul><li>The Company Secretary in Practice is an independent professional , bound by the Code of Conduct, rendering audit, advisory and representation services in relation to management, law and corporate governance processes and practices. </li></ul>
<ul><li>Company Secretary is a </li></ul><ul><li>Special Kind of Generalist </li></ul><ul><li>who contributes significantly in all </li></ul><ul><li>departments of the Company </li></ul>
<ul><li>Knowledge of both Management and Law becomes his USP and Core Competence </li></ul>
<ul><li>Specialisation of Company Secretaries vary from Segment to Segment </li></ul>
Different Services DUE DILIGENCE DOCUMENTATION COMPLIANCES REPRESENTATION CORPORATE GOVERNANCE AUDIT ADVISORY
Different Knowledge Areas IPR & GENERAL BUSINESS LAWS STRATEGIC MANAGEMENT CORPORATE AND SECURITIES LAWS FINANCE, ACCOUNTs AND TAXATION IT AND CYBER LAWS HRD AND INDUSTRIAL LAWS ENVIRONMENT LAWS INTERNATIONAL TRADE LAW
Different Corporate Structures Public Sector Undertakings Private Limited Companies Trusts And NGOs Coop Societies And Producer Companies Municipal Boards Semi-government Organisation Unlisted Public Companies Listed Public Companies Unexplored Organisations
Different Industries Media And Entertainment Infrastructure, Power And Telecom IT Solutions IT Enabled Services And BPO Textiles Tourism And Hotel Capital Market And Its Intermediaries Engineering and Construction FMCG Agriculture And Food Processing Capital Goods Drugs, Pharma And Healthcare Banking And NBFC Financial Services
Different Scales of Operations SMALL SCALE MEDIUM SCALE LARGE SCALE
Different Geographies Global Operations Indian Operations
<ul><li>Globalization of trade in goods and services will increase demand in foreign countries </li></ul>
International Opportunities <ul><li>Corporate Governance </li></ul><ul><li>Advisory and Compliances in Multinational Regulatory Environment </li></ul><ul><li>Investment Advisory </li></ul><ul><li>Intellectual Property Rights </li></ul><ul><li>Commercial Arbitration and ADR </li></ul><ul><li>Management Consultancy Services </li></ul><ul><li>BPO and Related Services </li></ul><ul><li>International Taxation </li></ul><ul><li>Transfer Pricing </li></ul>
<ul><li>Corporate Governance </li></ul><ul><li>is Big Opportunity </li></ul>
Corporate Governance <ul><li>The Institute of Company Secretaries of India </li></ul>” Corporate Governance is the adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility application of best management practices, compliance of law in letter and spirit and for sustainable development of all stakeholders”
<ul><li>Being a Principal Officer , </li></ul><ul><li>the Company Secretary plays a vital role in </li></ul><ul><li>Corporate Governance </li></ul>
The IT Revolution How IT can change the Professionals Life
The IT Revolution A thought few years back…. which has become a reality now!!!
Challenges for Company Secretaries An Ordinary Company Secretary I Don't Have Time 80% 20% Notices Agenda Minutes Registers Returns Checklists Strategy Research Representation Problem Solving Management Coordination
IT Enabled Company Secretary Give Me More Work IT is a Powerful Tool for Company Secretaries 20% 80% Notices Agenda Minutes Registers Returns Checklists Strategy Research Representation Problem Solving Management MIS
IT is a Powerful Tool for Company Secretaries IT Enabled CS Does A Lot and Keeps Everyone Happy INVESTORS GOVERNMENT SOCIETY SUPPLIERS CUSTOMERS LENDERS CORPORATE PLANNING LEGAL FINANCE & ACCOUNTS HUMAN RESOURCES PRODUCTION & OPERATIONS MARKETING INFORMATION TECHNOLOGY EMPLOYEES
<ul><li>In the new MCA21 Era a Company Secretary cannot imagine of working without IT </li></ul>
<ul><li>Be it Sports or Practising Firms </li></ul>
Global Success Call for Synergy of Brand Knowledge <ul><ul><li>Infrastructure </li></ul></ul><ul><ul><li>Capital </li></ul></ul>Let Collaboration be Buzz Word for Us
Quality of Service Commerce Brand Synergy Infrastructure Synergy Capital Synergy Collaborative Commerce Single Window Interface Knowledge Synergy Global Presence Growing Revenues Growing Customers Growing Nations CS + CA + CWA + MBA + LLB Corporate Laws Economic Laws Taxation Laws WTO & IPR International Trade Law IT & BPO Management Consulting Finance and Accounting
Advantages of Mega Firms <ul><li>Risk Minimisation </li></ul><ul><li>Wider Area of Expertise </li></ul><ul><li>Wider Geographic Reach </li></ul><ul><li>Firm’s Strength – Enhancing Brand Equity </li></ul><ul><li>Active Networking and Public Relations </li></ul><ul><li>Infrastructure Sharing </li></ul><ul><li>Overhead Sharing </li></ul><ul><li>Close Self Help Group </li></ul><ul><li>Best Practices/ Expertise in Firm Management </li></ul>
Once upon a time a tortoise and a rabbit had an argument about who was faster. They decided to settle the argument with a race. They agreed on a route and started off the race.
The Rabbit shot ahead and ran briskly for some time. Then seeing that he was far ahead of the tortoise, he thought he'd sit under a tree for some time and relax before continuing the race. He sat under the tree and soon fell asleep.
The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ.
The Rabbit woke up and realized that he'd lost the race. The moral of the story is that slow and steady wins the race.
This is the version of the story that we've all grown up with. But then recently, someone told me a more interesting version of this story. It continues.
The Rabbit was disappointed at losing the race and he did some Defect Prevention (Root Cause Analysis). He realized that he'd lost the race only because he had been overconfident, careless and lax.
If he had not taken things for granted, there's no way the tortoise could have beaten him. So he challenged the tortoise to another race. The tortoise agreed.
This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles.
The moral of the story ？ Fast and consistent will always beat the slow and steady.
But the story doesn't end here. The tortoise did some thinking this time, and realised that there's no way he can beat the rabbit in a race the way it was currently formatted.
He thought for a while, and then challenged the rabbit to another race, but on a slightly different route.
The rabbit agreed. They started off. In keeping with his self-made commitment to be consistently fast, the rabbit took off and ran at top speed until he came to a broad river.
The finishing line was a couple of kilometers on the other side of the river.
The hare sat there wondering what to do. In the meantime the tortoise trundled along, got into the river, swam to the opposite bank, continued walking and finished the race.
The moral of the story? First identify your core competency and then change the playing field to suit your core competency.
The rabbit and the tortoise, by this time, had become pretty good friends and they did some thinking together. Both realised that the last race could have been run much better.
So they decided to do the last race again, but to run as a team this time.
They started off, and this time the rabbit carried the tortoise till the riverbank. There, the tortoise took over and swam across with the rabbit on his back.
On the opposite bank, the rabbit again carried the tortoise and they reached the finishing line together. They both felt a greater sense of satisfaction than they'd felt earlier.
The moral of the story? It's good to be individually brilliant and to have strong core competencies; but unless you're able to work in a team and harness each other's core competencies, you'll always perform below par because there will always be situations at which you'll do poorly and someone else does well.
Teamwork is mainly about situational leadership, letting the person with the relevant core competency for a situation take leadership.
There are more lessons to be learnt from this story.
Note that neither the rabbit nor the tortoise gave up after failures. The hare decided to work harder and put in more effort after his failure.
The tortoise changed his strategy because he was already working as hard as he could. In life, when faced with failure, sometimes it is appropriate to work harder and put in more effort.
Sometimes it is appropriate to change strategy and try something different. And sometimes it is appropriate to do both.
The hare and the tortoise also learnt another vital lesson. When we stop competing against a rival and instead start competing against the situation, we perform far better.
When Roberto Goizueta took over as CEO of Coca-Cola in the 1980s, he was faced with intense competition from Pepsi that was eating into Coke's growth.
His executives were Pepsi-focused and intent on increasing market share 0.1 per cent a time.
Goizueta decided to stop competing against Pepsi and instead compete against the situation of 0.1 per cent growth.
He asked his executives what was the average fluid intake of an American per day? The answer was 14 ounces. What was Coke's share of that? Two ounces. Goizueta said Coke needed a larger share of that market.
The competition wasn't Pepsi. It was the water, tea, coffee, milk and fruit juices that went into the remaining 12 ounces. The public should reach for a Coke whenever they felt like drinking something.
To this end, Coke put up vending machines at every street corner. Sales took a quantum jump and Pepsi has never quite caught up since.
To sum up, the story of the Rabbit and Tortoise teaches us many things. Important lessons are: <ul><li>That fast and consistent will always beat slow and steady; work to your competencies; </li></ul><ul><li>pooling resources and working as a team will always beat individual performers; </li></ul><ul><li>never give up when faced with failure; </li></ul><ul><li>and finally, compete against the situation. Not against a rival. </li></ul>
Last but not the least, To teach you the some of the lessons from the treasure called life Let me share another story with you…
There once was a bunch of tiny frogs,... ... who arranged a running competition. The goal was to reach the top of a very high tower.
A big crowd had gathered around the tower to see the race and cheer on the contestants... The race began...
Honestly: No one in crowd really believed that the tiny frogs would reach the top of the tower. You heard statements such as: "Oh, WAY too difficult!! They will NEVER make it to the top." or: "Not a chance that they will succeed. The tower is too high!"
The tiny frogs began collapsing. One by one...
... Except for those who in a fresh tempo were climbing higher and higher...
The crowd continued to yell "It is too difficult!!! No one will make it!"
More tiny frogs got tired and gave up... ...But ONE continued higher and higher and higher...
At the end everyone else had given up climbing the tower. Except for the one tiny frog who after a big effort was the only one who reached the top! THEN all of the other tiny frogs naturally wanted to know how this one frog managed to do it?
contestant asked the tiny frog how the one who succeeded had found the strength to reach the goal? It turned out...
It turned out... That the winner was DEAF!!!! The wisdom of this story is: Never listen to other people's tendencies to be negative or pessimistic... ...cause they take your most wonderful dreams and wishes away from you.... The ones you have in your heart!
Always think of the power words have. Because everything you hear and read will affect your actions! Therefore: ALWAYS be... POSITIVE!
And above all: Be DEAF when people tell YOU that YOU can not fulfil YOUR dreams! Always think: I CAN DO THIS!
<ul><li>Opportunities are Unlimited </li></ul>
<ul><li>Incompetents wait for Opportunities </li></ul><ul><li>and they keep on waiting… </li></ul>