This document discusses emerging opportunities in corporate governance and corporate compliance management due to factors like globalization, common law, e-governance, and single window interfaces. It outlines the role of various stakeholders in corporate governance and the significance of good corporate governance. It then discusses the role of corporate compliance management in ensuring compliance with applicable laws and regulations. It provides details on the 5 step process of implementation of corporate compliance management. Finally, it emphasizes on the opportunities for professionals and the Institute of Company Secretaries of India (ICSI) in these emerging areas.

1. Nurturing & Developing the Emerging Areas of Practice Corporate Governance & Corporate Compliance Management PAVAN KUMAR VIJAY, Managing Director

2. “In this fast changing world… opportunities are unlimited …, and future belongs to those … who grasp these opportunities before they become a necessity.”

3. Emerging Scenario

4. Emerging Scenario Globalization Common Law Single window Interface e- Governance Simplified Law

5. Globalization What is Globalization Integration Interaction Laws Companies Business People Thus, it is a process driven by international trade and investment and aided by information technology

6. Impact of Globalization In WTO regime, Globalization will lead to Commonality of Law

7. And Common Law will lead to Global Competition

8. Globalized Scenario International Corporate Governance International Common Regulatory Framework Global Outsourcing of services Global work culture Quality of Competition

9. Globalization Challenges Quality of Service Time Commitment International Operational Infrastructure Qualitative competition among professionals Adherence to International standards

10. e- Governance What is e-governance? Use of Information Technology For increasing Efficiency For Simplification of Laws Service Delivery Uniformity & Transparency

11. Impact of e- Governance

13. e-governance & IT Scenario Seamless Integration of National & International Business From anywhere – Small village to big cities At anytime – Early morning to midnight. In any manner – Internet, Mobile, PDA, etc 24 X 7 Online Services Real-time Due Diligence, Rating and Compliances Global Data Banks

14. Impact of e-governance IT Driven regulatory procedures Minimization of procedural steps Minimization of Non-compliances IT Driven compliance services Strategic Role of all professionals Global services

15. Single –window Interface Single window interface implies Complete services under one umbrella

16. In the emerging scenario of .. Globalization, Common Law, e-governance, Simplification of Laws& Single Window interface … “Opportunities are unlimited …”

17. “And Success will come only when preparation meets opportunity…”

18. Preparations for success in Emerging Scenario…

19. “Not only opportunity but Corporate Governance & Corporate Compliance Management are demands of Emerging Scenario…”

21. Corporate Governance “CORPORATE GOVERNANCE is creation of a culture of consciousness, transparency and openness. It refers to combination of laws, rules, regulations, procedures and voluntary practicesto enable the companies to maximize the long-term shareholders value, customer satisfaction and wealth.”

23. Infrastructure

24. Risk ManagementBest Management Practices are Vital Here Law and Ethics are Vital Here Corporate Governance Framework

25. ROLE OF STAKEHOLDERS Supply Funds, Materials and Services Value Addition and Management of Resources Give Opportunity to Co. to Satisfy their Needs SUPPLIERS CUSTOMERS HUMAN RESOURCE Adequate Returns for Funds, Material and Services Supplied Adequate Salary and Security for leading a Happy Life Best Quality Products and Customer Care at Minimum Prices EXPECTATIONS OF STAKEHOLDERS PUBLIC Potential Suppliers, Human Resources and Customers Biological, Economic and Cultural Environment PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT Stakeholders in Value Chain

26. Significance of CG The significance of Corporate Governance lies in the fact that its absence can undermine economicand financial stability…

27. Significance of CG Transparency in operations Entry of Best Talent & Skill Creation of Brand Image Consciousness to adopt best practices In nutshell… GLOBAL GROWTH Higher Valuation Widened opportunities of services International Tie-ups Easier Access to capital (FII, VCF, Foreign Markets) Confidence of domestic & international investors

28. Who shall take responsibility A person who possesses the knowledge of Law + Management

29. Law + Management Corporate Communication Corporate Planning Legal Human Resources Knowledge of … Marketing Finance and Accounts Information Technology Production And operations

30. But who possesses knowledge of Law +Management

31. Financial, Treasury & Forex Management Strategic Management, Alliances & International Trade Governance, Business Ethics & Sustainability Due Diligence & Corporate Compliance management Corporate Laws Commercial Laws Taxation Laws Accounting Laws Securities Laws Corporate Restructuring & Insolvency Laws Economic & Labour Laws Company Secretary Law + Management

33. Role of ICSI to create Brand Affiliation of CS With Corporate Governance

35. Show Success story of Good Governance of other companies….

36. Show the VALUE CREATION

37. Create transparency in your dealing

38. Follow good governed Board practices

40. ICSI efforts for CG Vision & Mission Vision- “To be global leader in development of professionals specializing in corporate governance" Mission-"To continuously develop high caliber professionals ensuring good corporate governance and effective management and carry out proactive research and development activities, for protection of interest of all stakeholders, thus contributing to public good“

41. ICSI efforts for CG Award for Corporate Governance Post – Membership course in Corporate Governance Revision of course curriculum. Increasing number of programmes & Seminars Representations before International Regulatory Authorities for recognition of CS as a Professional for ensuring Corporate Governance

42. Future Endeavors Secretarial Standards on Corporate Governance Guidance note on Corporate Governance Practices Branding of CS ascertained with Corporate Governance Industry & Corporate Tie-ups

43. Corporate Governance is not about just doing the compliances. CG is about Managingthe Compliances. “Managing Compliances is different from Just doingcompliances”

44. Corporate Compliance Management (CCM) Another Emerging opportunity in Emerging Scenario

45. Corporate Compliance Management Corporate Compliance Management is nothing but the Opportunity Lying in ‘Compliance of All applicable laws’

46. Present Status of Compliance Services

47. Implementation of Compliance Services with Corporate Compliance Management The Five step process … Step I : Understanding the Company Step II : Identification Step III : Evaluation Step IV : Assessment Step V : Compliance Structure

49. Capital Structure & Evolution

50. Promoters & Group Companies

51. Management & Administration buildup

52. Financial Soundness & Debt Structure

53. Risk Management & Protection

55. General application of Laws

56. Sectoral application of Laws

57. Tourism And Hotel Capital Market And Its Intermediaries Financial Services Textiles Banking And NBFC IT Enabled Services And BPO Drugs, Pharma And Healthcare IT Solutions Capital Goods Infrastructure, Power And Telecom Agriculture And Food Processing Media And Entertainment Engineering and Construction FMCG Industry/ Segment wise application of Laws

58. Global Operations Indian Operations Geographical application of Laws

59. Step III – Evaluation of Compliance Timings

60. Step IV - Assessment Identify the gap between the present compliance system and the results of evaluation process

62. Delegation of Responsibility

63. Analysis & Assessment

65. Case Study CCM in Corporates

67. Listed Company – BSE, NSE

68. Manufacturing & Trading

69. Exporting Company

70. 10,000 No. of Employees (Approx.)

72. Income Tax Act, 1961

73. SEBI (Insider Trading) Regulations, 1992

74. SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997

76. Environment (Prevention of pollution control) Act, 1986

78. Limestone and Dolomite Mines Labour Welfare Fund Act, 1972

79. Mines and Minerals (Development and Regulation) Act, 1957

80. Mineral Conservation and Development Rules, 1988

81. Metalliferous Mine Regulations, 1961.

83. Factories Act, 1948

84. Payment of Gratuity Act, 1972

85. Industrial Dispute Act, 1947

86. Employees State Insurance Act, 1948

87. Payment of Wages Act, 1936

89. Foreign Trade Policy

91. Value Added Tax

93. To increase the Horizon of Institute

94. To increase the strength of Members

95. Focus on other Laws

97. Its just a matter of Creativity, Confidenceand Communication …

98. …and also PerceptionandPositive Thinking

99. So now, we need to prepare ourselves to create niche in the emerging scenario …

100. Globalization Brings Opportunities

101. Globalization - Pessimist Perception Threat Threat Threat Threat Threat of Invasion of Service Sector by Foreign Giants

102. Globalization -Optimist Perception Opportunity Opportunity Opportunity Opportunity

103. But merely optimism will not do optimism with Confidence & Right Attitude will …

104. The emerging scenario requires us to reinvent everything - to think of ourselves as compared to others …

105. Go IT … “Adopt technology to defeat technology” is the latest survival mantra ….

106. Go IT … Reduce time consumption in repetitive tasks. Devote more time on Strategic analysis, value additions and planning. Use on-line regulatory services. Make use of exhaustive databases, checklists, research papers available online. Manage multiple tasks through IT. Use IT to shorten procedure and shift to STRATEGIES and PLANNING.

107. To become A Strategic Manager & A Corporate Planner

108. Learn The 80:20 Theory

109. 20% Strategy Management 80% Research Filing forms & Applications Registers & Returns Checklists Focus on Procedural Compliances Present Focus of Services

110. 80% Strategy Management 20% Research Filing forms & Applications Registers & Returns Checklists Focus of services in emerging Scenario Focus on Strategical Planning

111. See the Horizon Beyond Company Law Its time to go beyond the pre-defined framework. Always say ‘YES’, its my area of work

112. “Jumping at several small opportunities may get us there more quickly than waiting for one big one to come along.”

113. Move with a Direction Services Provided by an Ordinary PCS Move with a new Direction No Direction Piecemeal services

114. Single Window interface call for Synergy of Brand Knowledge Capital Infrastructure Collaboration is the buzz word …

115. Corporate Laws Economic Laws Taxation Laws WTO & IPR International Trade Law IT & BPO Management Consulting Finance and Accounting Brand Synergy Quality of Service Growing Revenues Knowledge Synergy Single Window Interface Growing Customers Infrastructure Synergy Global Presence Capital Synergy Growing Nations Commerce CS + CA + CWA + MBA + LLB Collaborative Commerce

116. “Problems becomes opportunities, when right people come together …”

117. Advantages Collaborative Commerce Enhanced Capability to compete with Global giants Global Reach Brand leverage Wider Area of Expertise Risk Minimization Active Networking and Public Relations Attraction of best talent

118. "We do not have to become heroes overnight… Just a step at a time, meeting each thing that comes up, seeing it is not as dreadful as it appeared, discovering we have the strength to stare it down."

119. Quality Brand Building

120. Opportunities have knocked your door …

121. But still …

122. You have to get off from your seat and open the door….”

124. … and if Opportunity does not knock your door….”

125. build the door….”

126. Thank You … PAVAN KUMAR VIJAY, Managing Director