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ICSI National Awardfor Excellence inCorporate Governance

Promoting Good Governance In Indian Corporate Sector

Award Conferment Function

Monday, 15th

December 2003

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It is my proud privilege to welcome

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SHRI LAL KRISHNA ADVANI

Honble Deputy Prime Ministerof India

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HONBLE JUSTICE SHRI M NVENKATACHALIAH

FormerChief Justice of India

andChairmanof the Jury

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SHRI M M K SARDANA

Secretary

Governmentof India, DepartmentofCompany Affairs, Ministry of Finance

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SHRI GNBAJPAI

ChairmanSecuritiesand Exchange Boardof

India

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Corporate Governance rests with theVision andPerceptionof the Corporate Leadership

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and

The ICSI has adopted a

Vision for Corporate Governance

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Our Vision

To beglobal leaderin

development of professionalsspecialisingin

corporate governance

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Corporate Governance for ICSI

-The Institute of Company Secretaries of India

Corporate Governance is the application 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 responsibility for sustainable

development of all stakeholders

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Our Mission

To continuously develop high calibre professionals

ensuring good corporate governance and effectivemanagement and to carry out proactive research and

development activities for protection of interest of

all stakeholders, thus contributing to public good

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ICSI Parivar

Members

A Closely Knit Family of Professionals

HumanAssetsStudents

The Strength behind

our Vision andMission is our

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Principles of ICSI Parivar

Fairnesstoallstakeholders

MutualTrust, Transparency andTogetherness

UnrestrictedCommunicationandContinuous Feedback

Sharing Knowledge, SuccessStoriesand Experience

SharingHappinessandConcerns

Helping Each Other Roundthe Clock

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Advantages of applying

Best Corporate Governance Practices

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Growth

GrowingRevenues

GrowingProfits

GrowingMarket Value

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Widespread Goodwill and Brand Reputation

Access to GlobalMarkets

Better Access toHumanCapital

Ready Market forNew Products

WideningCustomer Base

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Enhanced Trust and Confidenceof all Stakeholders

EMPLOYEESEMPLOYEES

INVESTORSINVESTORSCUSTOMERSCUSTOMERS

SUPPLIERSSUPPLIERS

GOVERNMENT AND

REGULATORS

GOVERNMENT AND

REGULATORS

SOCIETYSOCIETY

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Leading to

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Environment

CivilSocietyBusinessSociety

SUSTAINABLEDEVELOPMENT

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

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Satyam Vada Dharmam Chara

- Taittariya Upanishad

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Forever speak the truth and follow the dharma

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

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Dharma :Dh

arma is for th

e stability ofsociety, the maintenance of social order and the

general well-being and progress ofhumankind.

- KarnaParvaof the Mahabharata. Verse-58 inChapter69

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Governance Concept in Ramayana

To provide the maximum happiness for the

maximum number of people for the maximum period,

based o n the principles of Dharma righteousness

and moral values.

- Ayodhya Kand

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The Customer is King

- Mahatma Gandhi

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This is the soul behind modern

Marketing Management

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Worshipping 33 Crore Godheads

signifying various species, plants,

cosmic elements,

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Care forPanchtatvas - Prithvi,Jal, Vaayu,Akaash andAgnithat make a human being

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This is our approach to

Environment Protection

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Corporates are also expected to use their

Capacity, Knowledge andResources

Maximisation of stakeholdersvalue and well-being and progress of humankind

TOWARDS

THROUGH

Transparency, accountability and truthfuldisclosure of state of affairs

Dharma

Truth

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This is our own age old mantra of

Good Governance

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CompanySecretariesare acting asCatalystinapplying this mantra ofGood Corporate Governance

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Company Secretary is a Vital Link

Company

Secretary

Company

Secretary

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CompanySecretariesare adequatelydeveloped totake this challenging job

Course Curriculum

Focuses on Essentials ofCorporate Governance

Extensive Pre-Membership Training

Compulsory ContinuingEducation

PMQ and Short TermCourses

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CompanySecretariesare also bound bythe strict

Code ofConduct

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Thus ensuring highest level of

Integrity

Independence

ExcellenceInnovation

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The ICSIinitiatives towards

Good Corporate Governance

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Post Membership QualificationC

ourse inC

orporate GovernanceObjectives

To provide expert

knowledge to

understand,

analyse and apply

the principles and

practices of GoodCorporate

Governance in real

life situations .

Course CoveragePaper 1- Conceptual Framework of

Corporate GovernancePaper 2 - Corporate andBoard Management

Paper 3 -Legal andRegulatory Framework ofCorporate Governance

Paper 4 - Board Committees andRole of

ProfessionalsPaper 5 - Corporate Governance - Codes and

Practices

Dissertation/ProjectReport

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IssuingS

ecretarialS

tandards

SS-1 Meetingsof the Boardof Directors

SS-2 General Meetings

SS-3 Dividend

Guidance Note on Passingof Resolution by

PostalBallot

SecretarialStandardsissued by the ICSIso far

ICSIisthe only professionalbody inthe worldtoissue

SecretarialStandards

Guidance Note onBuy Back

of Securities will be issuedtoday

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Model Formats for Corporate

Governance Reporting

Original research covering

1700 companies

Coveringbest practices and

formats forbetterCorporate Governance

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and starting as an annualfeature

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ICSI National Award

for Excellence inCorporate Governance

Promoting Good Governance In Indian Corporate Sector

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ICSI National Award

for Excellence inCorporate Governance

Best Governed Companies

2001

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Best Governed Companies

2002

ICSI National Award

for Excellence inCorporate Governance

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Corporate Captains who have TranslatedExcellencein Corporate Governance into Realitywere also

honoured

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Life Time Achievement Award for TranslatingExcellence in Corporate Governance into Reality

2001DR. VERGHESE KURIEN

Chairman EmeritusNational Dairy DevelopmentBoard

2001RAIBAHADUR MOHANSINGHOBEROI

ChairmanThe OberoiGroup

2002DRYUSUF KHWAJA HAMIED

Chairmanand Managing DirectorCipla Limited

ICSI National Award

for Excellence inCorporate Governance

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Companies thathave won

ICSI NationalAwardforExcellence inCorporate Governance

have

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Consistentlyearnedhigh returns, increased their networth and enhanced their shareholderswealth

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Invested significantly inproactive research anddevelopment

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Developed people into achieversthan justperformers

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Dealt ethicallywith customers, government andbusiness partners

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Maintained andupdated theirprofessionalmanagement culture, system and processes

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..and accomplished

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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

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