This requirement is due to the fact that a company is an artificial person and a separate legal entity distinct from its shareholders. It needs human agent to whom all dealings and correspondence with the company can be addressed to. For the same reason, it’s also unable to do things it’s required to do on its own. And hence, the need for company secretary to do them on its behalf.
Being an officer of the company, his duties and responsibilities are derived from the company’s articles, the Companies Act as well as his terms of employment. He acts as the administrator with responsibilities to ensure that the company complies with all legal requirements. For example, sending out notices, organize and take down minutes of Board in general meeting and implement their decisions, file statutory returns, keep and maintain various registers, and maintain the company’s registered office. He is also the intermediary between directors, staffs, shareholders and regulators.
However it’s not necessary for the company to employ him on full time basis. It’s normal practice to hire the service of an external secretary from professional secretarial firm so that the company can concentrate on its core activities.
WHO CAN BE COMPANY SECRETARY?
Before 1992, there was no qualification required to become a company secretary. Any full aged natural person can become one. The status of the profession changed after 1992 when section 139A of the Companies Act came into force which introduced qualification requirements for company secretary. There are two ways for a person to be qualified to act as company secretary namely;
- By becoming a member of the professional body which has been prescribed by the Minister of Domestic Trade and Consumer Affairs, or
- By obtaining a Company Secretary licence from the Companies Commission.
The professional bodies prescribed by the Minister as professional body under s 139A are;
- The Malaysian Association of the Institute of Chartered Secretaries and Administrators (MAICSA)
- The Malaysian Institute of Accountants (MIA)
- The Malaysian Institute of Certified Public Accountants (MICPA)
- The Malaysian Bar
- The Sabah Law Association
- The Advocates Association of Sarawak
- The Malaysian Association of Company Secretaries
COMPANY SECRETARY’S RESPONSIBILITIES
IN BOARD MEETINGS
- Coordinating formal decision making and reporting,
- Coordinating meeting agendas with the chairman or the Chief Executive,
- Attending meetings and taking minutes,
- Maintaining minute books,
- Certifying copies of minutes, and
- Ensuring that correct procedures are followed.
IN GENERAL MEETINGS
- Obtaining agreements to all documents to be circulated to shareholders,
- Planning meetings and attending it to take down minutes, and
- Ensuring that all procedures are properly followed.
WITH THE COMPANY
- Ensuring compliance with the company’s constitution,
- Ensuring that all amendments are made according to procedures,
- Ensure that all statutory registers are properly maintained,
- Lodge any changes in company’s particulars with the Companies Commission, and
- Lodge annual return and audited account.
- Coordinating the publication and distribution of the company’s annual report, accounts and the directors’ report,
- Maintaining register of members,
- Assisting with transfers and other matters affecting shareholdings,
- Attending to the queries and requests from shareholders,
- Communicating with the shareholders,
- Ensuring payment of dividends and interest,
- Issuing documentation regarding rights and capitalization issues,
- General shareholder relations,
- Relations with institutional shareholders,
- Making inquiries of members about beneficial ownership of holdings.
- Implementing changes in the structure of the company’s share and loan,
- Administering directors’ and employees’ share schemes.
- Participating in corporate acquisitions and disposals,
- protecting the company’s interests thorough due diligence
- Reviewing developments in corporate governance; and
- Advising and assisting the directors about their duties, responsibilities and compliance under company law and the Stock Exchange requirements,
- Acting as a channel of communication and information for non-executive directors, and
- Ensuring the safe custody and proper use of the company seal