Professional Documents
Culture Documents
9789356225664
9789356225664
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Topic-wise Marks Distribution I-7
PART A
COMPANY LAW, PRINCIPLES
& CONCEPTS
Chapter 1
INTRODUCTION TO COMPANY LAW 1.3
Chapter 2
PROSPECTUS AND ALTERATION OF SHARE CAPITAL 2.1
Chapter 3
SHARE, SHARE CAPITAL AND SHAREHOLDERS 3.1
Chapter 4
MEMBERSHIP 4.1
Chapter 5
DEBT INSTRUMENTS AND DEPOSITS 5.1
Chapter 6
CHARGES 6.1
Chapter 7
DISTRIBUTION OF PROFITS AND DIVIDEND 7.1
Chapter 8
CORPORATE SOCIAL RESPONSIBILITY 8.1
Chapter 9
ACCOUNTS, AUDIT AND AUDITORS 9.1
Chapter 10
TRANSPARENCY AND DISCLOSURES 10.1
Chapter 11
INTER-CORPORATE LOANS, INVESTMENTS, GUARANTEES AND SECURITY, RELATED PARTY
TRANSACTIONS 11.1
I-5
I-6 CONTENTS
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Chapter 12
REGISTERS AND RECORDS 12.1
Chapter 13
CORPORATE RE-ORGANIZATION 13.1
Chapter 14
MCA-21 AND FILING OF XBRL 14.1
Chapter 15
GLOBAL DEVELOPMENTS 15.1
PART B
COMPANY ADMINISTRATION AND
MEETINGS - LAW AND PRACTICES
Chapter 16
DIRECTORS 16.3
Chapter 17
APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL 17.1
Chapter 18
MEETINGS OF BOARD AND ITS COMMITTEE 18.1
Chapter 19
BOARD CONSTITUTION AND ITS POWER 19.1
Chapter 20
GENERAL MEETINGS 20.1
Chapter 21
VIRTUAL MEETINGS 21.1
PART C
COMPANY SECRETARY AS A
PROFESSION
Chapter 22
LEGAL FRAMEWORK GOVERNING COMPANY SECRETARIES 22.3
Chapter 23
SECRETARIAL STANDARD BOARD 23.1
Chapter 24
MEGA FIRMS 24.1
SOLVED PAPER : DECEMBER 2021 (NEW SYLLABUS) P.1
SOLVED PAPER : JUNE 2022 (NEW SYLLABUS) P.13
SOLVED PAPER : DECEMBER 2022 (NEW SYLLABUS) P.27
15
CHAPTER
Global Developments
Relevant Topics
1. Modernization of Company Law for Global Competitiveness.
2. Recent Corporate Governance Developments in United Kingdom.
3. Legislative Developments of Corporate Governance in USA.
4. Recent Corporate Governance Developments in Australia.
Revised
Guidance ǡ
on Board Ǥǡ
Effectiveness committees notably the remuneration committee.
Ǥ
Overview of new requirements: 12 principles/reporting requirements for asset owners
Principle 1
Ǧǯ outline of its culture, values, business model and strategy as well as their investment
purpose, beliefs, i.e. what factors they consider important for desired investment outcomes and
investment why.
beliefs,
strategy, and investment beliefs, strategy and culture enable effective stewardship.
culture enable
ǯ
stewardship that
creates long term ǡ
value for clients an assessment of how effective they have been in serving the best interests of clients
and beneficiaries and beneficiaries.
leading to
sustainable
benefits for the
economy, the
environment and
society
Principle 2 ǣ
Ǧǯ their governance structures and processes have enabled oversight and accountability
governance, for effective stewardship within their organisation and the rationale for their chosen
resources and approach; and
incentives
ǣ
support
stewardship Ǣ
ǡ ǡϐ ǡǢ
their investment in systems, processes, research and analysis;
the extent to which service providers were used and the services they provided;
and
Ǥ
Principle 3 ǣ
Ǧ ϐ Ǣ
manage conflicts
ϐ
of interest to put
the best interests ϐ Ǥ
of clients and Disclosure should include examples of how they have addressed actual or potential conflicts.
beneficiaries
first
Principle 4 ǣ
Ǧ ϐ Ǧ ȋȌǡ
identify and appropriate;
respond to
Ǧ
ϐ Ǣ
15.4 ǣǡ Ƭ
the role they played in any relevant industry initiatives in which they have participated, the
to promote a extent of their contribution and an assessment of their effectiveness, with examples; and
well functioning how they have aligned their investments accordingly.
financial system
Disclosure should include an assessment of their effectiveness in identifying and responding
Ǧ Ǥ
Principle 5 ǣ
Ǧ how they have reviewed their policies to ensure they enable effective stewardship;
review their
what internal or external assurance they have received in relation to stewardship
policies, assure
their processes ȋ Ȍ Ǣ
and assess the and
effectiveness of how they have ensured their stewardship reporting is fair, balanced and
their activities understandable.
ǡ
to the continuous improvement of stewardship policies and processes.
Principle 6Ǧ ǣ
how they have evaluated the effectiveness of their chosen methods to understand the
account of client Ȁ Ǣ
and beneficiary ǡ Ǣ
needs and
communicate
the activities and Ǣ
outcomes of their ǡǢ
stewardship and Where they have not managed assets in alignment with their clients’ stewardship and
investment to investment policies, and the reason for this.
them
Principle 7
Ǧ ǡ ǡ
systematically their behalf, and with reference to how they have best served clients and/or beneficiaries.
integrate
stewardship
and investment,
including
material
environmental,
social and
governance
issues, and
climate change,
to fulfil their
responsibilities
Principle 8 ǣ
Ǧ Ǣ
monitor and
ǯ Ȁ
hold to account
managers and/or service providers have not been met.
service ȋȌ
providers Ǥ
ǦͳͷǦ 15.5
Principle 9 Signatories should describe the outcomes of engagement that is ongoing or has concluded in
Ǧ ͳʹǡ Ǥ
engage with ȋ Ȍǣ
issuers to ȋǡ ǡ ȌǢ
maintain or engagement have informed escalation.
enhance the
value of assets
Principle 10 Ǥ ǣ
Ǧǡ ȋaȌ ȋȌȋȌǢ
where necessary,
participate in ȋbȌ ȋǡǡȌǢ
collaborative and
engagement to ȋcȌ Ǥ
influence issuers
directly or by
others on their
behalf
Principle 11
Ǧǡ Ǥ ȋȌǣ ȋȌȋȌǢ
where necessary, ȋȌȋȌǢ ȋȌȋȌǢ
escalate and any changes in engagement approach.
stewardship
activities to
influence issuers
Principle 12 ǡ
Ǧ they have voted on over the past 12 months.
actively exercise
their rights and
responsibilities
Ǥ
Accounting Regulation.
Ǥ
Primary Fairness to Shareholders:
Objectives of protect shareholder rights and allow shareholders to exercise those rights through
SOX Act, 2002 governance procedures such as shareholder meetings.
Fairness to Stakeholders:
ǡǡǡ
community.
Heightened Director and Board Responsibilities: ϐ
Ǥ
15.6 ǣǡ Ƭ
Example 2: SOX requires boards appoint an audit committee where all members
are independent of corporate operations (not officers of the corporation) with at
least one financial expert as a member of the committee.
ϐ ǣ
ϐ Ǧ
Ǥ
Example 3: SOX prohibits the corporation from making personal loans to corporate
executives or their families.
Disclosure and Accountability:
transparency in corporate governance practices. This includes implementing procedures
for ensuring accurate accounting practices and public disclosure mechanisms.
Accounting and Disclosure Procedures Ȃ
ϐ Ǥ
Public Company Accounting Oversight Board (PCAOB) Ȃ
to regulate auditors charged with reviewing the accounting procedures and disclosure
statements of public companies.
External Auditing Firms Ȃϐ
ϐǤ
ǡǡ
ǡ ǡ ǡ
Ǥ ǡ ϐ
at least every 5 years. There are also restrictions on the ability of company executives
ϐǤ
Securities Regulations:
Ǥ
Ǥ
Example 4: SOX established a criminal charge for conspiring to commit securities
fraud. It also increased the criminal and civil penalties for committing securities
fraud. SOX provides additional protections against discrimination for those
reporting conduct that violates the securities laws (“whistleblower protection”).
NYSE Corporate Governance Rules
Four Principal As a foreign private issuer, we must comply with four principal NYSE corporate
NYSE Corporate governance rules:
Governance
Rules ͳͲǦ͵ǡ ϐ Ǥ
ϐ
Ǧ Ǥ
ϐ
Ǥ
ϐ
ǤǤ
listing standards.
NYSE Corporate The majority of the members on the Boards of Directors of U.S. companies must be
Governance independent.
Standards on ϐ ϐ
Independent ȋ
Directors Ȍ Ǥ
ǦͳͷǦ 15.7
Ǥ
Accounting Regulation.
Ǥ
Ques. 2: As a foreign private issuer one must comply with four principal NYSE corporate governance rules.
Discuss four principles of NYSE corporate governance rules?
Answer 2: As a foreign private issuer, we must comply with four principal NYSE corporate governance rules:
ͳͲǦ͵
ϐ Ǥ
ϐ
Ǧ Ǥ
15.8 ǣǡ Ƭ
ϐ
corporate governance rules.
ϐ
ǤǤ .
DESCRIPTION
This book is prepared exclusively for the Executive Level of Company Secretary Examination
requirement. It covers the entire revised syllabus as per ICSI. This book aims to systematically
represent the subject matter so that students do not consciously have to mug up provisions.
The Present Publication is the 5th Edition & updated till 30th November 2022 for CS-Executive |
June/Dec. 2023 Exams, with the following noteworthy features:
• Strictly as per the New Syllabus of ICSI
• ['Topic-wise' Tabular Presentation] of the subject matter
• [Easy to Understand Language] used throughout the book for easy learning
• [Examples, Comments & Explanatory Notes] for complicated provisions
• [Most Amended & Updated] This book covers the latest applicable provisions and
amendments under the respective laws
• Coverage of this book includes:
• Past Exam Question
• Solved Paper: December 2022 (New Syllabus)
• [Practice Questions] with Hints
• [Student-Oriented Book] The authors have developed this book keeping in mind the
following factors:
• Interaction of the authors with their students, with specific emphasis on difficulties faced
by students in the examinations
• Shaped by the author's experience of teaching the subject matter at different levels
• Reactions and responses of students have also been incorporated at different places in
the book
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