Bengaluru Chapter

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Favorite Pastime: Listening to Music, Singing, Running, Travelling

and Photography

My Expertise:

Corporate Governance Mergers & Acquisitions Statutory Compliance

Privacy & Data Protection

Corporate Trainings

Ethics & Code of Conduct

POSH Law & Investigation

CSR

Favorite Quotes:

Change is the only Constant

Prevention is better than Cure

Beliefs:

Anything is Possible

Keeping Things Simple

Think Positive

Walk the Talk

Health is Wealth

RAGHUNATH RATH

Corporate Lawyer and Company Secretary with over 22 years of rich Corporate Experience in Leadership roles across India at various Multinational Companies as the Head of Legal, Compliance &

Company Secretary.

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Disclaimer: �The contents and opinions used in the presentation and the views expressed during the session are my own, not necessarily representing my current organization or any of the past organization I worked for, and that the information may not be completely accurate or up-to-date.

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ETHICS

The term “ethics” is derived from the Greek word “ethos” which refers to character or customs or accepted behaviours. The Oxford Dictionary states ethics as “the moral principle that governs a person’s behaviour or how an activity is conducted”.

Descriptive

Ethics.

( What do people think is right ?)

Normative

Ethics.

( How should people act ? )

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Professional Ethics

Professionalism is the virtue, conduct, intent, value or quality that characterize or marks a profession or professional person; it implies quality of workmanship or service.

Ethical Principles for

Company Secretaries

TRUSTWORTHY

OWNERSHIP & ACCOUNTABILITY

HIGH INTERGRITY

HONESTY &

TRANSPARENCY

RESPECTFUL

STRIVE FOR

EXCELLENCE

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How much is good enough?

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Ethical Dilemma

Conflict of Interests

Favoritism & Biasness

Honesty & Integrity

Corruption & Bribery

Impression & Perception

The Grey areas

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Doing the right thing even when no one is watching!

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Company Secretaries Act & Regulations.

The purpose of the Code of Conduct is to lay down certain ground rules to promote ethical conduct and good practices and to deter wrong-doing. It is also to enhance the sense of community with common values and mission.

Professional use of Social Media

Fair Practices

Avoid Conflicts

No Discrimination

Maintaining Confidentiality

No to Bribery

Fundamental Duties

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What is Professional Misconduct?

Breach of Confidentiality: Sharing of any confidential information, not required by law.

Failed to report the known Material Misstatement

Misuse of Position/Power

Name Lending

Held guilty by civil or criminal court

Inappropriate Behavior and Marketing

Wrong Reporting/Advices

Harassment including Sexual Harassment

Bribe

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What is Legally Right may not be Ethically Right.

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Grievance Redressal Process:

As per the Company Secretaries Act & Regulations.

As per Section 21 of the Company Secretaries Act, The central council of ICSI established a Disciplinary Directorate headed by a officer of the ICSI for making investigation on complaints received.

Where the Director (Disciplinary) is of the opinion that member is guilty of professional misconduct, he shall place the matter before the following:

First Schedule – Board of Discipline

Second Schedule or both Schedules – Disciplinary Committee

1. Reprimand the Member.
2. Remove the member up to – 3 months.
3. Impose the penalty up to – 1 Lakh.

1. Reprimand the Member.
2. Remove Member permanently or for any such period as thinks fit.
3. Impose the penalty up to – 5 Lakh.

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Recent Disciplinary Case Studies on Ethics & Professional Misconduct.

In 2020 ICSI suspended one Company Secretary’s membership for 3 months for violating the Institute’s Code of Conduct.

In 2020 ICSI v/s Company Secretary

SEBI barred a PCS for 3 years for submitting false documents and failing to conduct due diligence in issuance of security by company. The PCS has violated the code of conduct for PCS, which require them to act with integrity, objectivity & competence.

In 2021 SEBI v/s PCS

Disciplinary Committee of ICSI imposed a penalty of 10000 and reprimand one Company Secretary on account of founding him guilty under the Company Secretaries Act 1980.

In 2022 Disciplinary Committee v/s CS

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