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ICSI guidance notes on board of directors' meet

Our Bureau

NEW DELHI, Oct. 6

TO facilitate the corporates to comply with the `Secretarial standards on meetings of the board of directors' and `Passing of resolution by postal ballots', the Institute of Company Secretaries of India (ICSI) has decided to simultaneously evolve `Guidance Notes' on the secretarial standards.

The first Guidance Note, namely, the `Guidance note on meetings of the board of directors' was released here recently by Mr Vinod Dhall, Secretary, Department of Company Affairs (DCA).

The Guidance Note deals with the procedures, interpretations, and the practical aspects in connection with meetings of board of directors and refers to various case laws and clarifications issued thereto. The Guidance Note is standard- specific as it provides guidance and interpretation on each Standard of Secretarial Standards SS-1, ICSI said.

Specimen of notices, agenda and minutes in connection with convening and conduct of meetings of the board of directors have also been given.

In addition, another Guidance Note on Passing of resolutions by postal ballots was also released on the occasion of the Foundation Day celebrations of the Institute. The concept of postal ballot is a provision, which gives the shareholders the right to vote on items of business of a body corporate without attending its general meeting in person.

Earlier, ICSI had issued two Secretarial Standards namely SS-1 and SS-2, Secretarial Standard on Meetings of the Board of Directors and Secretarial Standard on General Meetings, respectively.

Delivering the ICSI Foundation Day Lecture on `Corporate citizen - Vision for the future', the Secretary, DCA, said, "as markets have gone global, so too must the idea of corporate citizenship and the practice of corporate social responsibility."

The concept of corporate citizenship needs to be given a fresh look keeping in view the globalisation of the Indian corporate sector. The concept in India has to move from rhetoric to a movement, he said.

The Government should encourage and facilitate partnerships involving business and the civil society. Companies that are committed to and have integrated socially responsible behaviour in their business must motivate and support other companies in their quest for successful community development.

Mr Dhall opined that non-governmental organisations, business associations and chambers of commerce, should come forward to play the role of a watch-dog to ensure that companies behave responsibly vis--vis their stakeholders, while facilitating activities of those companies that wish to support programmes in community.

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