The Companies Commission of Malaysia (SSM) was in the news recently talking about the need to tighten the rules for company secretaries. This is to be expected as the company secretary is a key figure for any company in Malaysia today. The company secretary’s office is needed right from the point of company incorporation. The company secretary then plays a very crucial day to day role in ensuring the company complies with various corporate governance issues as well as other legal requirements.
To appreciate the vital role of a Malaysia company secretary, it is important to look at the various roles and duties that he/she plays in the administration of a company’s affairs.
Role and Duties
A person or corporate secretarial services in the position of a company secretary is the officer of that company and an adviser to the board. The desirable qualities of the company secretary include:
- Being familiar with and understanding the provisions of the Memorandum and Articles of Association of the company.
- Be conversant and in compliance with of different statutory and regulatory bodies.
- Ensuring correct procedures are followed and adherence to it in accordance with the Company’s Memorandum and Articles of Association (M&A) and the Companies Act, 2016.
- Advise the board and ensure the interests of the board and the company are always taken care of.
1. Compliance with Statutory Requirements and Advisory
- The first duty of a company secretary is to ensure that a company in Malaysia is always compliant with legislation outlined in Companies Act 2016 at all times. This includes acting as the official contact point for communication, preparation and submission of Statutory Returns with the Suruhanjaya Syarikat Malaysia (SSM).
- Ensure that changes in a company’s statutory information is fully documented as required in the appropriate forms and lodged with the Registrar of Companies within the required period of time.
- Advise the board of directors on when to hold the company’s annual general meeting as required by the law.
2. Presiding Over Company Meetings
A Malaysia Certified Company Secretary oversees the preparation of company meetings as well attending the meetings and recording the Boards and Members’ Resolutions. The roles and duties related to meetings include:
- Attending board meetings and advising the board on matters relating to legal compliance and corporate governance
- Act as a link between the shareholders and the company. This involves preparing and reading important matters during the Annual General Meeting or Extraordinary general Meetings. This information is included in notices (circular resolutions), annual reports and other publications needed by the shareholders. The company secretary communicates dates for these meetings to shareholders, as agreed by the board of directors.
- Filing of the annual returns as passed during the Annual General Meeting, and lodging these returns with the Malaysian company registrar, and do it in time set by the Companies Act 2016.
3. Keeping the Company’s Statutory Books
The company secretary is expected to keep all statutory books right from company incorporation in Malaysia. These books include Register of Directors, Register of Members, and the Company Certificate etc.
The company secretary is responsible for security and accuracy of all company documents including share certificates, meeting minutes, memorandum and article of associations and other crucial documents.