SS 1&2 - quick review

[CS Swati Dodhi]

Secretarial Standard 1 & 2 have become effective from July 01, 2015. These standards trigger certain action points at board level, shareholders level & general. We have summarized these action points to get prepared for implementation of these standards without hassles. Just prepare your action plan and contribute in mission ICSI in raising the bar of Corporate decision making and governance. 

A. ACTIONS REQUIRING BOARD APPROVAL

1.  If Company has no CS, decide the followings:

a.  Who shall be authorized to convene Board meeting on request of directors.

b.  Who shall be authorized to sign and issue notices for convening Board meetings.

c.   Who shall be authorized to receive communications from Directors regarding participation through electronic mode.

d.  Who shall be authorized to facilitate inspection of attendance register, minutes book, supporting papers to agenda etc.

e.  Who shall authenticate entries in attendance register.

f.    Who shall have custody of Attendance register, minutes book etc.

g.  Who shall make recording/entry of minutes.

h.  Who can issue certified true copies of resolutions/extract of minutes.

2.  Decide policy regarding numbering of Board meetings – whether to start from date of incorporation or 01.07.2015. Further the Board may also decide policy regarding numbering of each agenda items.

3.  Board may decide and add the list of business which cannot be taken up through video conferencing.

4.  If Company opts for holding meetings through video conferencing – decide, if VC infrastructure to be arrange in-house or from vendor. Further also make necessary arrangements for maintaining data privacy/secrecy.

5.  The Board may approve the standard templates for agenda notes including layout covering background, main body, financial implication of the proposal, nature of concern/interest, Resolution, if any proposed to be passed, Annexure etc.

6.  The Board may further lay down internal systems for preparation/drafting, initiating authority, concurring authority and approving authority.  

7.  The Board may decide tentative meeting calendar for a year to facilitate the board members to plan in advance.

8.  The Board may approve term of reference/charter document for each committee to inter-alia provide for scope of working, committee members, Chairperson, meeting frequency, tenure of committee, quorum etc.

9.  If Company maintains the following records in loose leaves, the Board may approve and fix the interval/period for binding:

a.  Attendance Register

b.  Board meeting Minutes

c.   Committee meeting Minutes

d.  General meeting Minutes

10.      The Board may define policy as to who can be invitee to Board meetings and appropriate authority for inviting him to particular meeting. The Board may also decide permanent invitees to the Board meetings.

11.      The Board may decide the place of keeping the followings and process for keeping at some other place or taking the same to some other place:

a.  Attendance Register

b.  Minutes Book

12.      The Board may approve the policy for preservation and destruction of attendance register and supporting documents of agenda notes.

13.       If AOA does not provide for Chairman of the Company, the Board may elect Chairman among themselves.

14.      The Board may prepare and approve standard manual for conduct of meetings to avoid conflicts.

15.      The Board may decide regarding maintenance of minutes in physical or in electronic form and if maintained in physical form, the stationery on which minutes to be printed may also be approved. If maintained in electronic form, the Board shall approve system in which minutes shall be stored, manner of signing with time stamp, backup, access, inspection etc. Further the Board to also approve regarding the deviations made from the approved policy for maintenance of minutes book.

16.      The Board may approve the logical manner in which name of Board members to be recorded in Minutes book.

17.      The Board may approve the organizational hierarchy to facilitate identification of persons one level below KMP.

18.      The Board may identify and prescribe the additional contents to be included in minutes.

19.      With respect to each general meeting the Board shall approve the following:

a.  Appointment of scrutinizer for e-voting/ballot process.

b.   Appointment of e-voting agency.

c.   Fixation of cut-off date for the purpose of reckoning the names of Members who are entitled to Voting rights.

d.  Authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details.

e.  Custody of scrutinisers’ register, report and other related papers.

20.      With respect to each postal ballot, the Board shall approve the following:

a.  identify the businesses to be transacted through postal ballot;

b.   approve the Notice of postal ballot incorporating proposed Resolution(s) and explanatory statement thereto;

c.   authorise the Company Secretary or where there is no Company Secretary, any Director of the company to conduct postal ballot process and sign and send the Notice along with other documents ;

d.  appoint one scrutiniser for the postal ballot.

e.  appoint an Agency in respect of e-voting for the postal ballot.

f.    decide the record date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent.

g.  decide on the calendar of events.

h.  authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on postal ballot and other related papers with requisite details. 

B. GENERAL ACTION POINTS

1.  Obtain following declarations from each director, at the time of appointment and thereafter on annual basis:

a.  Preferred mode of dispatch of notice, agenda, circular resolutions, draft minutes, signed minutes and other communications.

b.  Address for dispatch of notice, agenda, circular resolutions, draft minutes, signed minutes and other communicationsc.   Email id for sending documents/communications.

2.  Secretarial department may consider maintenance of separate Inward/dispatch/delivery register to facilitate easy maintenance of records and their retrieval.

3.  Necessary checks may be made from time to time to ensure presence of director at least once in 12 months, so he does not vacate in terms of the provisions of section 167 of the Act.

4.  The Company may prepare index of agenda of all meetings to facilitate easy retrieval of past decisions/resolutions.

5.  The company to create/hire e-mail system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the Notice has been sent.

6.  Updation of website of the Company to include general meeting notices, postal ballot notices, route map and landmark of venue of general meeting.

7.  Prepare explanation for absence of respective director at general meetings.

8.  Arranging exemption to Statutory Auditor/Secretarial Auditor, if not attending general meetings.   

9.  Prepare General meeting script for facilitation of conduct of meeting by Chairman and explaining objective and implication of each resolution, reading of comments, qualifications, adverse remarks of Statutory Auditors/Secretarial Auditors. 

C. ACTIONS REQUIRING SHAREHOLDERS APPROVAL -  ALTERATION IN AOA

1.  AOA may be amended to define authority for convening of Board meeting. In absence of specific provision in AOA, all directors shall have authority to convene Board meeting.

2.  AOA may be amended to provide length of notice of Board meeting/Agenda for more than 7 days.

3.  Articles may be amended to provide desired number of minimum number of directors, without which the Company cannot function.

4.  AOA may provide for Chairman of the Company.

5.  AOA may be altered to restrict second/casting vote of Chairman.

6.  AOA of private Companies may make the provisions of section 101 to 107 & 109 inapplicable and provide corresponding clause as suitable to them viz. convening of general meeting with notice lesser than 21 days.

7.  AOA may provide specific proxy form for general meeting.