The vital position of a company secretary requires only a qualified person or secretarial services. This is more so because this position’s duties and roles go beyond mere administrative duties but encompass roles that the existence of the company depends on.
The company secretary has the crucial role of ensuring that statutory compliance matters under the Companies Act is enhanced and enforced, and to ensure that good corporate governance is practiced by the board of directors. This is not always easy if the company secretary’s advice is against the wishes of the board of directors.
There are strict qualification guidelines on who can become a company secretary. The Companies’ Act requires that anyone who becomes a company secretary is licensed by the Registrar of Companies, or is a member of a professional body prescribed by the Minister of Domestic Trade, Cooperatives and Consumerism as published in the Malaysia gazette.
The bodies prescribed are able to give the necessary qualifications for a company secretary, including the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), Malaysian Institute of Certified Public Accountants (MICPA), Malaysian Institute of Accountants (MIA), the Bar Council of Malaysia, Sabah Law Association, Advocates Association of Sarawak and the Malaysian Association of Company Secretaries (MACS).
To employ a company secretary, the SSM (Company Registrar) must be satisfied that the proposed person is academically qualified and has the integrity required in running a company’s affairs. Knowledge of company law as well as different regulations relating to corporate governance in Malaysia is also mandatory.
Continuing Professional Education is a requirement for company secretaries. These are courses and training’s that are aimed at improving the capacity of these professionals in a changing business environment.
The CPE is enforced by the SSM’s requirement that a company secretary should have attended a minimum number of training sessions and courses before having his professional license renewed.
As Malaysia’s agency to oversee corporate regulatory compliance, the SSM is fully committed to ensuring that it licenses only competent and qualified persons to company secretary positions. This is to enhance a corporate environment where corporate governance standards are highly followed.
There are cases where the SSM has taken action against errant company secretaries who have misled or acted against the interests of their companies. In these instances these errant professionals are issued with show-cause letters and reprimanded. Extreme cases lead to blacklisting and de-listing from the roll of membership of the prescribed bodies. Where criminal charges can be proven these suspects are charged in a court of law.
It should be noted that there are people or service companies that masquerade as ‘company secretaries’ when they do not have the qualifications or license to hold these titles legally. It is important that anyone wishing to do company incorporation in Malaysia exercise due diligence in the search for a company secretary.