Every company in Malaysia must appoint a company secretary under Section 236 of the Companies Act 2016 (“Act”). But do you know what does a company secretary do?
Company secretary is an officer of the company who is appointed by the Board of Directors of the company. Company secretary plays an integral role in a company and its role is more than just filing paperwork or performing basic duties of a regular secretary. Their role has evolved over the last 10 years and today, a company secretary acts more in the capacity of an advisor to the company than just a mere administrator. As a result, company secretary is required to be highly versatile so that he can regularly review the board procedures and advises the board of corporate governance matters.
In order to qualify as a company secretary, one must possess the right qualifications and criteria as set out under the Act and must be a member of a prescribed body or is licensed by the Registrar of Companies. Company secretaries must abide by the Code of Ethics and carry out their professional duties and responsibilities effectively with integrity and sincerity. In this respect, company secretary today is endorsed with greater responsibilities and greater power to reduce the administrative and corporate governance burdens otherwise placed on the directors.
Here are some of the important duties and responsibilities of a company secretary:
1. Updating the company’s statutory information
The company secretary must ensure that any change in the statutory information below should be duly completed in the relevant prescribed forms and lodged with the SSM within the required period of time:
- Removal of officers from office.
- Disqualification from holding office.
- Annual return.
- Change of company name.
- Adoption, alteration and revocation of constitution.
- Issue, splitting, transfer of shares.
- Any other changes that require notification with SSM.
2. Reminding you on important dates
The company secretary should advise the board of directors of the relevant dates for holding the company’s annual general meeting, filing annual return, submitting financial statement.
3. Handling company’s board, general and extraordinary general meetings
The company secretary’s role is purely administrative which includes the following:
- Arranging and liaising with the chairman and/or managing director for agenda papers and items for the agenda.
- Providing general advice on matters relating to company secretarial matters.
- Booking and preparing the meeting room.
- Attending and taking down minutes of the meeting.
- Maintaining minute books.
- Following up on decisions made.
- Playing an advisory role to the chairman and the board of directors.
- Lodging statutory returns as appropriate.
- Certifying copies of minutes.
- Ensuring that correct meeting procedures are followed.
4. Compliance with company constitution
The company secretary must ensure that the company complies with its constitution and drafting/incorporating amendments in accordance with correct procedures.
5. Maintaining share registration and safe custody of documents
The company secretary has a duty to maintain the company’s register of members, deal with transfer of shares and other matters relating to shareholding. He usually also keep in safe custody of the company seal and original share certificates.
6. Coordinating with shareholders
The company secretary maintains constant communication and acts as a link between the company and shareholders through circular resolutions, issues documents regarding rights issues and capitalisation issues, monitor changes within the register of members to identify potential takeover bid, make enquiries about the ultimate beneficial ownership of shareholdings, general shareholder relations, etc.
7. Advising corporate governance
The company secretary must keep himself abreast with the latest development of the company and securities laws so that he can always advise the board on proper corporate governance matters, assist directors with respect to their duties and responsibilities, compliance with company and securities laws and Bursa Malaysia Listing Requirements (for public listed companies).
8. Acting as an officer of the company and advisor to the Board
The company secretary is the primary point of contact between shareholders and directors, and between company and SSM. He also plays a key role in the event of a corporate exercise (merger, acquisition, disposal, winding up) where he has a duty to ensure the effectiveness of all documentation, ensuring due diligence disclosures, enabling proper commercial evaluation prior to completion of a transaction and timely execution of documentation, etc.
If you want to change a company secretary, read this article before you do so.
The view expressed in this article is intended to provide a general guide to the subject matter and does not constitute professional legal advice. You are advised to seek proper legal advice for your specific situation.