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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Orchid Pharma Ltd's managing director argues that, since the CS reports on compliance under Section 205 and a practising CS gives a secretarial audit under Section 204, the MD no longer has any compliance responsibility. Which view is correct under Section 205(2)?

The MD is wrong. Section 205(2) states that sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director under the Act or any other law, so the CS's role does not transfer their responsibility.

  1. ASections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director under the Act or any other lawCorrect
  2. BThe MD's duties pass to the CS once the CS reports to the Board
  3. CThe MD is relieved only for matters covered by the secretarial audit report
  4. DThe Board's duties are reduced to the extent of the CS's reporting

Explanation

Section 205(2) says that sections 204 and 205 do not affect the duties and functions of the Board, chairperson, MD or WTD under the Act or any other law. The CS's role adds a reporting function and does not shift or dilute those responsibilities. The transfer and reduction options contradict this.

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