ARTICLE
THE CHARTERED SECRETARY AS THE GOVERNANCE PROFESSIONAL AND THE ROLE OF ICSB Mohammad Shahajahan FCS
I
ntroduction
As the world becomes more complex in the modern era, professional discipline, organizational transparency and strong codes of conduct or ethical behaviors becomes indispensable for ensuring corporate governance within the organizations. Global financial crisis and corporate scandals suggested the highest importance on the good governance within the companies to avoid havoc with the economy and to relieve from the pains, sufferings and insecurity of the society. The Chartered Secretary is a profession which enables to promote corporate governance excellence in the corporate world by employing their academic knowledge, skills and practices on professional standards for technical and ethical competence. This article aims to show how the Chartered Secretary profession (both corporate/ company secretary and chartered secretary in practice) is playing an important role as governance practitioner in corporate arena, both in international and Bangladesh perspective, to ensure good corporate governance. The article also aims to evaluate the role of the Institute of Chartered Secretaries of Bangladesh (ICSB) to promote corporate governance excellence in Bangladesh and finally, propose recommendations to make ICSB vibrant. Evolution of the Governance Professional Corporate Governance (CG) is not only mere comply of the rules, regulations and laws but it also encompasses the corporate best practice culture to comply with structures, policies and procedures of the organization for ensuring the interest of its stakeholders like shareholders, customers, employees, regulators and above all the environment. In early 1990’s following the corporate scandals, like Polly Peck International, corporate governance best practices were first introduced in UK. Cadbury Report 1992 highlighted the importance of CG by mentioning that CG is important not only to earn profits in a company but also to reform the corporate sector through environmental awareness and ethical behavior. CG started to gain momentum in early 2002 through the Sarbanes Oxley Act and the Corporate Responsibility Act of US; and CG became
obvious within the company after the occurrence of the global giant corporate financial scandals like Enron and WorldCom. The Dodd-Frank Wall Street Reform and Consumer Protection Act, 2010 strengthened the role of whistleblowers protected under Sarbanes-Oxley Act. The increased and new regulations following the global financial crisis and/or giant corporate scandals and emphasis on governance across all sectors and organizations throughout the world demanded for skilled governance professionals who can balance regulatory compliance with their organization’s commercial interests, corporate values and corporate social responsibilities; and it is anticipated that this demand would remain high for decades. The Chartered Professional
Secretary
as
the
Governance
Many countries are introducing the position of the Corporate/ Company Secretary, by law or through regulations, standards, or codes of corporate governance. Over the last decade, Corporate/ Company Secretary’s role has become strategic enabler rather than just a technical expert. An effective company secretary and/or governance professional need to enable the board to set and achieve the strategic objectives of the organization. Therefore, company secretary have to possess required mastery of specialist knowledge with strong ethical values, emotional intelligence and understanding of the organization and its wider environment. According to the Competency Framework for Governance Professionals designed by the Institute of Chartered Secretaries and Administrators (ICSA), UK the following twelve (12) competencies in three categories is required to become an effective Corporate/ Company Secretary: Understanding (What I know): a) Governance, b) Strategy and Culture, c) Regulation and Compliance, d) Finance and Risk Practice (What I do): a) Planning and Organizing, b) Advising and Recording, c) Influencing and Enabling, d) Anticipating and Solving
July-September 2019 | 33