The Institute of Company Secretaries of India is framing a "structured agenda" format for board meetings. Atul H Mehta, President of ICSI told Business Line here on Saturday that this was a follow-up action after the Secretarial Standards for board and shareholders' meeting became effective from July 1 this year.
"Both independent directors and practicing company secretaries articulated the need for such a structured agenda format so that subject of discussions at the board meetings could not be manipulated. Sticking to a structured agenda format of the board meeting would leave little room for digression on subjects of discussions and their priorities", he added.
The Union Ministry of Corporate Affairs accorded its approval under Section 118(10) of the Companies Act, 2013 to the Secretarial Standards (SS-1 relating to Meetings of the Board of Directors and SS-2 relating to general meetings) specified by the ICSI.
India is the pioneer in having Secretarial Standards as no other country in the world has yet adopted the Secretarial Standards.
The ICSI chief explained the current legal framework makes the company secretaries and independent director personally responsible for actions taken by the board. "If every actions on the board level are structured it becomes easy for the independent directors to be responsibly part of the decision making processes", Mehta added.
Also in the wake of the secretarial audit, which is being introduced for the first time in the country this fiscal for a select group of companies, these measures were found necessary for ushering in better corporate governance practices.
The Board of Directors of listed companies and some private companies has to give explanation in the Directors Report of 2015-16 to every qualification and observation or other adverse remark made by the secretarial auditor.
As a result, the secretarial report for external audit and the annual return to the Registrar of Companies this financial year would have added significance for governance practices of a company.
Mehta said the ICSI were trying to sensitise the management of the companies regarding the emergent realities. He said apart from the listed companies, private companies with paid up capital of Rs. 50 crore or more or having turnover of Rs. 250 crore or more would have to go in for secretarial audit this year.
Practising Company Secretary
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