Terms and Condition

(Guidelines/Best Practices for Council Members/Members/LMAs Affiliated to SPAA)

Contents

1. CANVASSING

2. CODE OF CONDUCT FOR SPAA MEMBERS, COUNCIL MEMBERS AND LMAs AFFILIATED TO SPAA

a. CODE OF CONDUCT FOR SPAA MEMBERS (Professional Individual / Corporate / Institutional Members)
b. CODE OF CONDUCT FOR SPAA COUNCIL MEMBERS
c. CODE OF CONDUCT FOR LMAs AFFILIATED TO SPAA

3. USE OF SPAA BRAND (LOGO/ LETTER HEADS/BUSINESS CARDS etc

Part – II

Nominations Committee

(for election of Office Bearers of SPAA)

Annexure- I

All India Management Association

Part – I

Code Of Conduct

(Guidelines/Best Practices for Council Members/Members/LMAs Affiliated to SPAA)

1. Canvassing:

SPAA being a professional management organization does not encourage members to indulge in canvassing or other such activities. Any kind of canvassing by the candidates contesting the elections will be restricted to a Curriculum Vitae (CV) of 50 words or less which will be circulated by the Secretariat.

2. Code Of Conduct For SPAA Members, Council Members And Lmas Affiliated To SPAA:

The Council shall have powers to prescribe codes of conduct for (a) SPAA members (b) Council members (c) LMAs affiliated to SPAA which shall be strictly adhered to by them. In case of any contraventions of respective code, the Council shall be the powers to take such disciplinary action as it considers appropriate.

A) Code Of Conduct For SPAA Members (Professional Individual / Corporate / Institutional Members)

This document formalizes the generally understood norms of conduct for All Members of All India Management Association (SPAA) covering Professional Individual / Corporate / Institutional Members. The Council and membership of the SPAA look to all its members to meet these standards and to maintain the reputation of the Association by following this Code of Conduct

The code can be reviewed by the Council.

Enforcement:
All matters relating to complaints or violations of the Code shall be referred to a committee- called Ethics Committee formed by SPAA Council.

Standards
Every member is obliged to comply with SPAA Code of Conduct for Members, and will also make a genuine attempt to foster the standards laid down in the said document in all dealings.

Every member admitted to any grade of membership shall necessarily fulfill the basic eligibility criterion to become the member of SPAA as prescribed in the Memorandum of Association

Act at all times in accordance with the provisions of Memorandum of the Association, Rules and Regulations and the Bye-laws of the Association (including this Code of Conduct);

Ensure a transparent relationship with SPAA, based on trust, respect, responsibility and integrity;

Have pride in their status as an SPAA member and in any SPAA qualifications they hold and aim to promote its values to others, especially industry bodies, employers and prospective members;

Aim to seek opportunities to support SPAA / LMA activities and to provide their expertise and experience in the best interests of the Association and its stakeholders;

Treat SPAA Office Bearers, Council Members, other members, and SPAA employees with the same respect they would wish to be given;

Ensure that their membership of the SPAA is not publicised in any way that might suggest that they hold a professional qualification, which they are not entitled to;

Ensure that any conduct, promotion or public announcement, with which a member, their name or qualifications are connected, does not bring SPAA and its stakeholders into disrepute;

Advise SPAA of any members who are not following its rules or this Code, and advise SPAA of anyone wrongly representing themselves as a member;

It is expected that Members who are elected to the Council of Management of SPAA, will make every effort to attend and actively participate in Council and Committee meetings and the AGM.

Always act in the interest of the Association and ensure that any other business or personal association which a member may have, does not conflict with those of SPAA.

When dealing with issues related to regulatory matters and government policies, members should bear in mind the primacy of the Association and the public interest.

All decisions taken by the Council by voting majority are final and all members are expected to respect such decision and abide by them.

Interaction with Media/Government/ Any other agencies
Members shall refrain from public criticism of Council decisions, organizational policies / stands on key issues. Any such comments shall be confined to Council meetings and not at public platforms, and media interactions. Only President /DG are authorized to speak on behalf of SPAA.

Unless specifically designated for the purpose, members must not represent themselves as speaking officially on behalf of the Association, and should take utmost care to avoid being placed in a position where they might be misrepresented as speaking for the Association.

Safeguard the confidentiality of all information and avoid unauthorized communication of official information received by them by virtue of their position.

Non Adherence
Any instance of non-adherence to the above Code of Conduct / any other observed unethical behavior on the part of any member should be brought to the attention of the Code Administrator who shall be the Director General and who shall report it to the Committee mentioned in Para 1. The Committee shall after investigation, recommend suitable action to the President who shall bring it before the SPAA Council.

Penalty for breach of Code of Conduct
The SPAA Council will have the right to take disciplinary action against any member who shall have, in the opinion of the Council, willfully acted in contravention of the Code of conduct, or who in the opinion of the Council, shall have been guilty to such conduct as shall render him/her unfit to remain a member of the Association.

Penalty may include serious disciplinary action, removal or suspension from council as well as other remedies, including recommendations for any of the above penalty, as considered appropriate by the Council under the circumstances. Council’s decision shall be final in this respect.

Waivers & Amendments
Any waiver or amendment of any provision of this Code of Conduct can be considered as appropriate from time to time and must be approved in the Council.

b) Code Of Conduct For SPAA Council Members

This document formalizes the generally understood norms of conduct for Members of the SPAA Council. It applies to all Members of the Council. The code can be reviewed by the Council.

Enforcement:
All matters relating to complaints or violations of the Code shall be referred to a committee, with a term of three years, with one Member retiring each year, and Members to be nominated by the then President, and consisting of three Past presidents of SPAA.

Council Decisions
Council Members have the same responsibilities as Board members of companies and are responsible for all decisions when finally taken by the Council.

Members are entitled to revisit decisions of the council for review, but only at meetings of the Council.

Standards
All members of the Council shall conduct themselves with the highest standards of honesty, integrity, fairness and ethics, in all their activities and especially regarding SPAA and in their work.

Shall perform their roles with competence, diligence, in good faith and act in the best interests of the Association.

It is expected that Members of the Council, and especially elected Members, will make every effort to attend and actively participate in Council and Committee meetings and the AGM.

Shall provide their expertise and experience in the best interests of the Association and its stakeholders. They should express their views without fear or favour.

Give careful and independent consideration to the affairs of the Association and satisfy themselves with the soundness of key decisions taken by the Management based on all documents / information placed before them. They should call for additional information, where necessary, for making such judgments.

Always act in the interest of the Association and ensure that any other business or personal association which a member may have does not conflict with those of SPAA.

It is expected that Members shall privately disclose to the President any situation that appears to create a conflict of interest between personal interests and those of the Association and it's stakeholders' interests.

Members shall behave with courtesy and respect to all in Council debates and at Council meetings.

When dealing with issues related to regulatory matters and government policies, members should bear in mind the primacy of the Association and the public interest.

All decisions taken at the meeting of the Council by voting majority are final and all members are expected to respect such decision and abide by them.

Interaction with Media/ Government/Any other agencies
Members shall refrain from public criticism of Council decisions, organizational policies / stands on key issues. Any such comments shall be confined to Council meetings and not at public platforms, and media interactions. Only President /DG are authorized to speak on behalf of SPAA.

Members shall refrain from public criticism of Council decisions, organizational policies / stands on key issues. Any such comments shall be confined to Council meetings and not at public platforms, and media interactions.

Unless specifically designated for the purpose, members must not represent themselves as speaking officially on behalf of the Council / Association, and should take utmost care to avoid being placed in a position where they might be misrepresented as speaking for the Council/Association.

Safeguard the confidentiality of all information and avoid unauthorized communication of official information received by them by virtue of their position.

Non Adherence
Any instance of non-adherence to the above Code of Conduct / any other observed unethical behavior on the part of any council member should be brought to the attention of the Code Administrator who shall be the President and who shall report it to the Committee mentioned in Para 1. The Committee shall after investigation, recommend suitable action to the President who shall bring it before the SPAA Council .

Penalty for breach of Code of Conduct
Penalty may include serious disciplinary action, removal or suspension from council as well as other remedies, including recommendations for any of the above penalty, as considered appropriate by the Council under the circumstances. Council’s decision shall be final in this respect.

Waivers & Amendments
Any waiver or amendment of any provision of this Code of Conduct can be considered as appropriate from time to time and must be approved in the Council.

c) Code Of Conduct For LMAs Affiliated To SPAA

All LMAs affiliated to All India Management Association must observe the following Code of Conduct:

• Shall necessarily be a registered body under the Societies Registration Act in its respective State / Union Territory
• Have the obligation to conduct themselves in an honest, professional and ethical manner. They shall follow the practices laid down by SEBI under Clause 49 of the Listing Agreement regarding corporate governance. Specifically, they shall publish detailed accounts each year, an annual report of activities, appoint qualified external auditors and publish their report with all qualifications, have an Audit committee of their Councils, publish a Whistleblower Policy for staff and members.
• They shall conduct free and fair elections, with provision for postal ballots, annually, in time, and under the supervision of neutral observers.
• Compliance and abide by the Constitution and By-Laws of the Association and SPAA-LMA relationship Charter, and all rules promulgated by it.
• Mandatory and timely submissions of all relevant documents and fee (list of members, details of office bearers, Annual Report, audited accounts, etc) as required under the Constitution.
• LMAs or its office bearers shall not unduly exploit their relationship with the Association for commercial purposes, or permit any of its members to do so.
• LMAs are recommended to have an Ethics Committee under the chairmanship of the LMA President, to investigate and rule on violations or unbecoming conduct of Members and office-bearers, and the committee may take appropriate action.
• Members shall have minimum qualifications as specified by SPAA.
• LMA must have provisions to guard against capture by way of mass admission of new members.
• Avoid situation that creates a conflict of interest between LMAs and that of SPAA only after agreement and written authorization from SPAA, engage in activities that might compete with the activities of SPAA.
• LMA representatives on SPAA Council should commit themselves to attending Council meetings and AGM, unless prevented by compelling personal or professional reasons.
• LMA representatives on SPAA Council must uphold high standards of courtesy and respect in Council debates and Council meetings.
• All decisions taken by the SPAA Council are final and all members are expected to respect such decision and abide by it.
• Refrain from pubic and open criticism of SPAA, its organizational policies / stand on key issues at public platforms, press and media etc.
• SPAA name and logo can be used only incase of joint programmes or with prior approval and authorization by SPAA.

Interaction with Media/Government/Any other agencies

• Adherence to SPAA Brand policy as laid out in the SPAA Brand Manual is mandatory while using the SPAA logo.
• Unless authorized, LMAs must not represent themselves as speaking officially on behalf of SPAA, and should take utmost care to avoid being placed in a position where they might be misrepresented as speaking for SPAA. Only President/DG are authorized to speak on behalf of SPAA.
• Safeguard the confidentiality of all information and avoid unauthorized communication of official information received by them by virtue of their position.

Support
SPAA may give financial support to LMA as per its rules.

Non Adherence
Any instance of non-adherence to the above Code of Conduct / any other observed unethical behaviour on the part of any LMA will be appropriately investigated and reported to the office bearers and secretariat of the concerned LMA for corrective actions and seeking their formal response. LMA response to be duly considered by the SPAA and discussed with them.

Director General - SPAA and if necessary, President - SPAA, to meet and discuss with LMA to try and resolve the issue. In the absence of corrective actions or lack of co-operation on part of LMA, it needs to be reported and discussed at the SPAA Council for necessary actions.

Enforcement:
All matters relating to complaints or violations of the Code shall be referred to a committee- called Ethics Committee formed by SPAA Council.

Penalty for breach of Code of Conduct
Penalty may include

• Suspension of LMA and its Members from SPAA affiliation/membership;
• Suspension of LMA representative (s) from SPAA council;
• Withdrawal of all or part of any financial assistance given as long-term loan by SPAA to the LMA over the previous ten years.
• All affiliated LMAs will be informed of violations and disciplinary action taken against the erring LMA;
• dis-affiliation in case of serious violation of Code of Conduct after the approval from Council.

Waivers & Amendments
Any waiver or amendment of any provision of this Code of Conduct can be considered as appropriate from time to time and must be approved in the Council.

3. Use Of SPAA Brand (Logo/ Letter Heads/Business Cards Etc:

SPAA Logo/Letter Heads/Business Cards etc will be printed only by the SPAA Secretariat. Any unauthorized printing/usage of SPAA logo/letter head/business card etc for personal/professional work by any Council member, General member or Non-member, would be liable for appropriate action.

Part - II

Nominations Committee

(for election of Office Bearers of SPAA)

It has been felt that it would be good to set out a broad set of guidelines to enable future office bearers to follow a process as well as certain criteria to be used in seeking candidates for the posts of Vice President, Senior Vice President of SPAA. The criteria and processes codified here are based on the accumulated experiences within SPAA. Some common views expressed by past and active members have also been taken into account. The criteria and processes may be modified while considering candidates by the Nominations Committee. The SPAA Council shall periodically review this Note to make it relevant to the circumstances of the time.

Criteria for Nomination

• The constitutional provision already states that “Any person, who is actively engaged in the management profession or has rendered valuable service to management development in India, can be nominated for the office of the President or Sr Vice President or Vice President.”
  
  This provision is more inclusive than exclusive and lays emphasis on active engagement in the management profession. It is not so important to determine whether the proposed candidate is a “professional manager” or a “promoter.” What is more important is the level of active engagement with the management profession and whether the acceptance of such candidate of SPAA Presidentship will bring prestige to SPAA, add to SPAA’s profile, help in fund raising and make SPAA a more effective institution.
• The person concerned should have a generally recognised stature within the management community. Such stature could arise from a number of factors such as his own personal professional standing, his track record of leadership in the organisation, the eminence of the organisation which he represents, his linkages among the management community and academia.
• The person concerned should be able to devote reasonable organisational and time resources to effectively discharge the role of SPAA Presidentship and also to devote time in his two years as Vice-President. The call on him will not be huge and the purpose of writing this is not to quantify the above but merely to suggest that an evaluation of whether the candidate has adequate institutional backing may be informally assessed.
• Once the Vice President has been selected through the proper process of nomination as outlined in this paper and subsequently elected by the Council, he should automatically be selected as Senior Vice President and thereafter as President, unless there are exceptional circumstances. Therefore, the use of the criteria and processes suggested in this paper become particularly important at the stage of selecting a candidate for Vice President.

Process for Nomination of Office Bearers through Nominations Committee:

1. Selection of incoming Vice President will be initiated by the President who is in office. It would be appropriate for the President to form the Nominations Committee which will be Chaired by the Immediate Past President and will comprise of the following 9 members:

• Immediate Past President – Chairman of the Nominations Committee
• President
• Senior Vice President
• Vice President
• 3 Past Presidents from different regions other than the Region of the Immediate Past President nominated by the President. (As far as possible Nominations Committee should have representation from all regions)
• 2 members of the Council, 1 each, representing elected individual and institutional members, nominated by the President

2. The Council will be asked for their nominations for the position of the incoming Vice President, well in advance.

3. Nominations received by the Council would be then put up to the Nominations Committee who will consider the same along with any other suggested names.

4. The Past President nominated by the President from where the Incoming Vice President is to be elected, should first consult with other Past Presidents in the Region and come up with the suggested nomination(s) from the region, which should be shared with the Nominations Committee.

5. At least 6 members of the Nominations Committee will need to be present for discussion – not necessarily physically – but over phone / video conferencing / skype, to complete the quorum

6. After consultations, President will make efforts to ensure consensus. However at least 6 (out of 9) members will need to agree to a candidate before the name of the candidate is put up to the Council

7. In case the Nominations Committee recommends that there being no suitable candidates, the Region be skipped for the year, the Council to take a final decision on the same. In such a case, the Region skipped for that year, should be given a chance to nominate a candidate the next year.

8.The Nominations Committee will be put up the name (s) (if more than one, in no order of priority), to the Council and to discuss with the suggested names and their response would not be minuted.

The Council would then exercise its right to vote.

Conclusion

It is again emphasised that the above are intended to be guidelines. From time to time they can be improved upon by future Office Bearers. It is not possible to be prescriptive in such a matter and certainly every criterion or process may not be met in every case. Ultimately there is no substitute for the statesmanship and wisdom of future Office Bearers.