ICSI National Award for Excellence in Corporate Governance Promoting Good Governance In Indian Corporate Sector Award Conferment Function Monday, 15 th December 2003

It is my proud privilege to welcome

SHRI LAL KRISHNA ADVANI Hon’ble Deputy Prime Minister of India

HON’BLE JUSTICE SHRI M N VENKATACHALIAH Former Chief Justice of India and Chairman of the Jury

SHRI M M K SARDANA Secretary Government of India, Department of Company Affairs, Ministry of Finance

SHRI G N BAJPAI Chairman Securities and Exchange Board of India

Corporate Governance rests with the Vision and Perception of the Corporate Leadership

and The ICSI has adopted a Vision for Corporate Governance

Our Vision “ To be global leader in development of professionals specialising in corporate governance ”

Corporate Governance for ICSI -The Institute of Company Secretaries of India ”Corporate Governance is theapplication of best management practices, Compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibilityfor sustainable development of all stakeholders”

Our Mission “To continuously develop high calibre professionals ensuring good corporate governance and effective management and to carry out proactive research and development activities for protection of interest of all stakeholders, thus contributing to public good”

ICSI Parivar Members A Closely Knit Family of Professionals Human Assets Students The Strength behind our Vision and Mission is our

Principles of ICSI Parivar Fairness to all stakeholders Mutual Trust, Transparency and Togetherness Unrestricted Communication and Continuous Feedback Sharing Knowledge, Success Stories and Experience Sharing Happiness and Concerns Helping Each Other – Round the Clock

These principles are the foundation of Best Governed Organisations irrespective of their form and size

Advantages of applying Best Corporate Governance Practices

Growth Growing Revenues Growing Profits Growing Market Value

Widespread Goodwill and Brand Reputation Access to Global Markets Better Access to Human Capital Ready Market for New Products Widening Customer Base

Enhanced Trust and Confidence of all Stakeholders EMPLOYEES INVESTORS CUSTOMERS SUPPLIERS GOVERNMENT AND REGULATORS GOVERNMENT AND REGULATORS SOCIETY

Leading to…

Environment Civil Society Business Society SUSTAINABLE DEVELOPMENT

Commitment to well-being and progress of all stakeholders is our age old mantra

Satyam Vada Dharmam Chara - Taittariya Upanishad

“Forever speak the truth and follow the dharma ”

Truth : Disclosure of Actual State of Affairs (Transparency in operations and transactions)

Dharma : “Dharma is for the stability of society, the maintenance of social order and the general well-being and progress of humankind.” - Karna Parva of the Mahabharata. Verse-58 in Chapter 69

Governance Concept in ‘Ramayana’ To provide “the maximum happiness for the maximum number of people for the maximum period, based on the principles of Dharma – righteousness and moral values.” - Ayodhya Kand

“The Customer is King” - Mahatma Gandhi

This is the soul behind modern Marketing Management

Worshipping 33 Crore Godheads signifying various species, plants, cosmic elements, …

Care for Panchtatvas - Prithvi, Jal, Vaayu, Akaash and Agni that make a human being

This is our approach to Environment Protection

The four essential principles of Mahatma Gandhi's philosophy Truth, Ahimsa, Trusteeship and Constructive Action

Corporates are also expected to use their Capacity, Knowledge and Resources Maximisation of stakeholders’ value and well- being and progress of humankind TOWARDS THROUGH Transparency, accountability and truthful disclosure of state of affairs Dharma Truth

This is our own age old mantra of Good Governance

Company Secretaries are acting as Catalyst in applying this mantra of Good Corporate Governance

Company Secretary Company Policies Management Functions Regulatory Compliances Ethics and Mutual Trust SUSTAINABLE GROWTH COMPANY SECRETRY navigates the CORPORATE GROWTH with GOOD GOVERNANCE

Company Secretary is a Vital Link GOVERNMENT AND REGULATORS GOVERNMENT AND REGULATORS CUSTOMERS PUBLIC INVESTORS SUPPLIERS EMPLOYEES Company Secretary Company Secretary

Company Secretaries are adequately developed to take this challenging job Course Curriculum Focuses on Essentials of Corporate Governance Extensive Pre- Membership Training Compulsory Continuing Education PMQ and Short Term Courses

Company Secretaries are also bound by the strict Code of Conduct

Thus ensuring highest level of Integrity Independence Excellence Innovation

The ICSI initiatives towards Good Corporate Governance

Post Membership Qualification Course in Corporate Governance Objectives “To provide expert knowledge to understand, analyse and apply the principles and practices of Good Corporate Governance in real life situations.“ Course Coverage Paper 1- Conceptual Framework of Corporate Governance Paper 2 - Corporate and Board Management Paper 3 -Legal and Regulatory Framework of Corporate Governance Paper 4 - Board Committees and Role of Professionals Paper 5 - Corporate Governance - Codes and Practices Dissertation/ Project Report

Issuing Secretarial Standards SS-1 Meetings of the Board of Directors SS-2 General Meetings SS-3 Dividend Guidance Note on Passing of Resolution by Postal Ballot Secretarial Standards issued by the ICSI so far ICSI is the only professional body in the world to issue Secretarial Standards Guidance Note on Buy Back of Securities will be issued today

Model Formats for Corporate Governance Reporting Original research covering 1700 companies Covering best practices and formats for better Corporate Governance

… and starting as an annual feature

ICSI National Award for Excellence in Corporate Governance Promoting Good Governance In Indian Corporate Sector

ICSI National Award for Excellence in Corporate Governance Best Governed Companies 2001

Best Governed Companies 2002 ICSI National Award for Excellence in Corporate Governance

Company Secretaries of winning Companies are also awarded

Corporate Captains who have Translated Excellence in Corporate Governance into Reality were also honoured

Life Time Achievement Award for Translating Excellence in Corporate Governance into Reality 2001 DR. VERGHESE KURIEN Chairman Emeritus National Dairy Development Board 2001 RAI BAHADUR MOHAN SINGH OBEROI Chairman The Oberoi Group 2002 DR YUSUF KHWAJA HAMIED Chairman and Managing Director Cipla Limited ICSI National Award for Excellence in Corporate Governance

Companies that have won ICSI National Award for Excellence in Corporate Governance have

Consistently earned high returns, increased their net worth and enhanced their shareholders wealth

Invested significantly in proactive research and development

Developed people into ‘achievers’ than just ‘performers’

Dealt ethically with customers, government and business partners

Maintained and updated their professional management culture, system and processes

..and accomplished

WINNING EMPLOYEES WINNING EMPLOYEES GROWING INVESTORS GROWING INVESTORS DELIGHTED CUSTOMERS DELIGHTED CUSTOMERS TRUSTED SUPPLIERS TRUSTED SUPPLIERS SATISFIED GOVERNMENT AND REGULATORS SATISFIED GOVERNMENT AND REGULATORS HAPPY SOCIETY HAPPY SOCIETY