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Cp knowledge

  1. 1. NURTURING & DEVELOPING THEEMERGING AREAS OF PRACTICECorporate Governance & CorporateCompliance Management
  2. 2. “In this fast changing world… opportunities are unlimited …, and future belongs to those …who grasp these opportunities before they become a necessity.”
  3. 3. Emerging Scenario
  4. 4. Emerging Scenario Globalization Common LawSingle window Interface e- Governance Simplified Law
  5. 5. Globalization What is Globalization Interaction IntegrationPeople Business Companies Laws Thus, it is a process driven by international trade and investment and aided by information technology
  6. 6. Impact of Globalization In WTO regime, Globalization will lead to Commonality of Law
  7. 7. And Common Law will lead toGlobal Competition
  8. 8. Globalized Scenario  International Corporate Governance  International Common Regulatory Framework  Global Outsourcing of services  Global work culture  Quality of Competition
  9. 9. Globalization Challenges  Quality of Service  Time Commitment  International Operational Infrastructure  Qualitative competition among professionals  Adherence to International standards
  10. 10. e- Governance What is e-governance? Use of Information TechnologyFor Simplification Uniformity & For increasing Service Delivery of Laws Transparency Efficiency
  11. 11. Impact of e- Governance Simplified IT Driven Laws Services
  12. 12. Simplified IT Driven Shift of Laws Services Focus
  13. 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. 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. 15. Single –window Interface Single window interface implies Complete services under one umbrella
  16. 16. In the emerging scenario of .. Globalization, Common Law, e-governance, Simplification of Laws & Single Window interface … “Opportunities are unlimited …”
  17. 17. “AndSuccess will come only when preparation meets opportunity…”
  18. 18. Preparations for success in EmergingScenario… Corporate Corporate Governance Compliance Management Emerging Opportunities
  19. 19. “Not only opportunity but Corporate Governance &Corporate Compliance Managementare demands of Emerging Scenario…”
  20. 20. Corporate Governance (CG)An Emerging opportunity in Emerging Scenario
  21. 21. Corporate Governance “CORPORATE GOVERNANCE is creation of a culture of consciousness, transparency and openness. It refers to combination of laws, rules, regulations, procedures andvoluntary practices to enable the companies to maximize the long-term shareholders value, customer satisfaction and wealth.”
  22. 22. Corporate Governance Framework Wealth Creation Wealth Management Wealth Sharing ? Distribu- tion Happiness and Output – Input Prosperity of all = Wealth Created Stakeholders SUPPLIERS Adequate Returns ReinvestmentEnhancedCapabilities HUMAN ASSETS Adequate Remuneration Sustainability CUSTOMERS Affordable Prices Research and Development PUBLIC HR Development Payment of Taxes and Infrastructure Partnership in National Risk Management Development Projects Best Management Practices are Vital Here Law and Ethics are Vital Here
  23. 23. Stakeholders in Value Chain ROLE OF STAKEHOLDERS Supply Funds, Value Addition and Give Opportunity to Co. Materials and Services Management of to Satisfy their Needs Resources SUPPLIERS HUMAN CUSTOMERS RESOURCE Adequate Returns for Adequate Salary and Best Quality Products Funds, Material and Security for leading a and Customer Care at Services Supplied Happy Life Minimum Prices EXPECTATIONS OF STAKEHOLDERSPotential Suppliers, Human Biological, Economic andResources and Customers PUBLIC Cultural Environment PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT
  24. 24. Significance of CG The significance of Corporate Governance lies in the fact that its absence can undermine economic and financial stability…
  25. 25. Significance of CG Entry of Best Transparency in Talent & Skill operations Creation of Brand Consciousness to Image In nutshell… adopt best practicesHigher Valuation GLOBAL GROWTH Widened International opportunities of Tie-ups services Easier Access to Confidence of capital (FII, VCF, domestic & Foreign Markets) international investors
  26. 26. Who shall take responsibility A person who possesses the knowledge of Law + Management
  27. 27. Law + Management Corporate Corporate Planning Communication Legal Human Resources Knowledge of …Finance and Marketing Accounts Production Information And operations Technology
  28. 28. But who possesses knowledge of Law + Management
  29. 29. Financial, Treasury &Corporate Laws Forex ManagementCommercial Laws Strategic Management,Taxation Laws Alliances & International TradeAccounting Laws CompanySecurities Laws Secretary Governance, Business Ethics & SustainabilityCorporate Restructuring& Insolvency Laws Due Diligence & CorporateEconomic & Labour ComplianceLaws management Law + Management
  30. 30. Role of ICSI to create Brand Affiliation of CSWith Corporate Governance
  31. 31. Implementation Strategies Change mind set of Yourself and Promoters Show Success story of Good Governance of other companies…. Show the VALUE CREATION Create transparency in your dealing Follow good governed Board practices Compliance of Law in LETTER AND SPIRIT
  32. 32. Role of ICSI ICSI has taken the responsibility to develop the concept of Corporate Governance.“ Corporate Governance is the application of best managementpractices, compliance of law in true letter and spirit and adherence toethical standards for effective management and distribution of wealthand discharge of social responsibility for sustainable development of allstakeholders.” -The Institute of Companies Secretaries of India
  33. 33. 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“
  34. 34. 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
  35. 35. Future Endeavors Secretarial Standards on Corporate Governance Guidance note on Corporate Governance Practices Branding of CS ascertained with Corporate Governance Industry & Corporate Tie-ups
  36. 36. Corporate Governance is not about just doing the compliances. CG is about Managing the Compliances.“Managing Compliances is different from Just doing compliances”
  37. 37. Corporate Compliance Management (CCM) Another Emergingopportunity in Emerging Scenario
  38. 38. Corporate Compliance Management Corporate Compliance Management is nothing but the Opportunity Lying in „Compliance of All applicable laws‟
  39. 39. Present Status of Compliance Services High • Company Law • Listing Agreement & Securities Medium Laws Low • All other Laws
  40. 40. 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
  41. 41. Step I : Understanding The Company - Company’s History & Background - Capital Structure & Evolution - Promoters & Group Companies - Management & Administration buildup - Financial Soundness & Debt Structure - Risk Management & Protection - Licenses & Approvals
  42. 42. Step II : Identification Process General application of laws Sectoral applications Industry / Segment applications Geographical applications Number of Employees Transaction applications
  43. 43. General application of Laws Corporate Laws Taxation Laws Industrial & Labor Laws Securities Laws
  44. 44. Sectoral application of Laws Sector Public Private Service Manufacturing Trading
  45. 45. Industry/ Segment wise application of Laws Capital Market AndTourism And Hotel Financial Services Its Intermediaries Textiles Banking And NBFC IT Enabled Drugs, Pharma Services And BPO And Healthcare IT Solutions Capital Goods Infrastructure, Agriculture And Power And Telecom Food Processing Media And Engineering and FMCG Entertainment Construction
  46. 46. Geographical application of Laws Global Operations Indian Operations
  47. 47. Step III – Evaluation of Compliance Timings Compliance Timings One Time Fixed/Regular Event based
  48. 48. Step IV - Assessment Identify the gap between the present compliance system and the results of evaluation process
  49. 49. Step V : Creation Of Compliance Structure  Establishing Controls & Standard  Delegation of Responsibility  Analysis & Assessment  Compliance Reporting
  50. 50. Compliance Management Tools  Checklists  Due Diligence  Softwares  Data banks  Research & Updations
  51. 51. Case Study CCM in Corporates
  52. 52. Explaining the ProcessUnderstanding The Company CEMENT INDUSTRY• Public Limited Company• Listed Company – BSE, NSE• Manufacturing & Trading• Exporting Company• 10,000 No. of Employees (Approx.)• Units Located at Bhubaneswar, Rajnagpur
  53. 53. Explaining the ProcessIdentification of Applicable LawsOn the basis of General Corporate Information – Public Company, Listed at BSE, NSE• Companies Act, 1956• Income Tax Act, 1961• SEBI (Insider Trading) Regulations, 1992• SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997• Listing Agreement
  54. 54. Explaining the ProcessIdentification of Applicable Laws On the basis of Sector – Manufacturing and Trading•National Environment Policy•Environment (Prevention of pollution control) Act, 1986•Central Excise Act
  55. 55. Explaining the ProcessIdentification of Applicable Laws On the basis of Type of Industry – Cement•Cement (Quality Control) Order, 2003•Limestone and Dolomite Mines Labour Welfare Fund Act, 1972•Mines and Minerals (Development and Regulation) Act, 1957•Mineral Conservation and Development Rules, 1988•Metalliferous Mine Regulations, 1961.•Explosives Act, 1884
  56. 56. Explaining the ProcessIdentification of Applicable Laws On the basis of No. of Employees•Employees’ Provident Funds & Miscellaneous Provisions Act, 1952•Factories Act, 1948•Payment of Gratuity Act, 1972•Industrial Dispute Act, 1947•Employees State Insurance Act, 1948•Payment of Wages Act, 1936•Minimum Wages Act, 1948 & Minimum Wages (Central) Rules, 1950
  57. 57. Explaining the ProcessIdentification of Applicable Laws On the basis of Activities – Exporters, Deals in foreign Exchange•FEMA, 1999•Foreign Trade Policy•Customs Act
  58. 58. Explaining the ProcessIdentification of Applicable Laws On the basis of location•Shops and Commercial Establishments Act•Value Added Tax•Labour Laws
  59. 59. Role of ICSI To initiate more Programmes and Workshops To increase the Horizon of Institute To increase the strength of Members Focus on other Laws Get a good brand – CORPORATE COMPLIANCE MANAGEMENT
  60. 60. Thus, Opportunities are Unlimited …
  61. 61. Its just a matter ofCreativity, Confidence and Communication …
  62. 62. …and also Perception and Positive Thinking
  63. 63. So now, we need to prepare ourselves to create niche in the emerging scenario …
  64. 64. Globalization Brings Opportunities
  65. 65. Globalization - Pessimist Perception Threat of Invasion of Service Sector by Foreign Giants
  66. 66. Globalization - Optimist Perception
  67. 67. But merely optimism will not dooptimism with Confidence & Right Attitude will …
  68. 68. The emerging scenario requires us to reinvent everything - to think of ourselves as compared to others …
  69. 69. Go IT … “Adopt technology to defeat technology” is the latest survival mantra ….
  70. 70. 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.
  71. 71. To becomeA Strategic Manager &A Corporate Planner
  72. 72. LearnThe 80:20 Theory
  73. 73. Present Focus of Services 20% Strategy Management Research 80% Filing forms & Applications Registers & Returns Checklists
  74. 74. Focus of services in emerging Scenario 80% Strategy Management Research 20% Filing forms & Applications Registers & Returns Checklists
  75. 75. See the Horizon Beyond Company Law Its time to go beyond the pre-defined framework. Always say „YES‟, its my area of work
  76. 76. “Jumping at several small opportunities may get us there more quickly than waiting for one big one to come along.”
  77. 77. Move with a Direction Services Provided by an Ordinary PCS Move with a new Direction NoDirection Piecemeal services
  78. 78. Single Window interface call for Synergy ofBrand Knowledge Capital Infrastructure Collaboration is the buzz word …
  79. 79. Corporate Laws Brand Economic Growing Synergy Taxation Laws Quality of Revenues Laws Service Knowledge Single Synergy WTO & IPR Window Interface Growing InternationalInfrastructure Trade Law Customers Synergy Global IT & BPO Presence Capital Management Synergy Consulting Growing Finance and Accounting NationsCommerce CS + CA + CWA + MBA + LLB Collaborative Commerce
  80. 80. “Problems becomes opportunities,when right people come together …”
  81. 81. 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
  82. 82. "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."
  83. 83. Quality Brand Building Knowledge Quality Image
  84. 84. Opportunities have knocked your door …
  85. 85. But still …
  86. 86. You have to get off from your seat and open the door….”
  87. 87. … and if Opportunity does not knock your door….”
  88. 88. build the door….”
  89. 89. Thank You …