COMPANY SECRETARY ROLES

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COMPANY SECRETARY ROLES by Mind Map: COMPANY SECRETARY ROLES

1. LEGAL REQUIREMENT

1.1. SEC. 235

1.1.1. Natural person

1.1.2. Age of 18 years old

1.1.3. Citizen or permanent resident in Malaysia

1.1.4. A member of

1.1.4.1. Malaysian Institute of Chartered Secretaries and Administrators.

1.1.4.2. Malaysian Institute of Accountants

1.1.4.3. Malaysian Bar

1.1.4.4. Malaysian Association of Company Secretaries

1.1.4.5. Malaysian Institute of Certified Public Accountants

1.1.4.6. Sabah Law Association

1.1.4.7. Advocates Association of Sarawak

1.2. SEC. 236

1.2.1. Board should appoint a secretary and determine the terms and conditions within 30 days of business incorporation.

1.2.2. Submit the Form of Notification of Appointment of the First Company Secretary within 14 days to the Registrar from appointment date.

1.2.3. The appointment secretary should make a declaration using Form –Declaration by Person Before Appointment as Secretary that

1.2.3.1. He is a qualified person according to Section 235

1.2.3.2. He is not disqualified to act as secretary under Section 238

1.2.3.3. He consent to act as a company secretary

1.3. SEC. 237

1.3.1. Resignation as a Company Secretary

1.3.1.1. Giving a notice of 30 days from a date of notice which specified in the company constitution or terms of appointment

1.3.1.2. Lodge a copy of Notice of Intention to Vacate The Office of Secretary and Declaration by Secretary to Cease Office to the Registrar

1.3.2. Section 58, the BODs may bring to the end the term of office earlier than the period if the agreed by the Secretary through lodge a Notification of Change in the Register of Directors, Managers and Secretaries.

1.4. SEC. 238

1.4.1. Law consequence

1.4.1.1. The secretary is no longer allowed to lodge any documents on behalf of company/director

1.4.1.2. The new appointment of secretary must be effected within 30 days of secretary becomes vacant

1.4.1.3. This is a requirement under Section 240

1.4.2. Disqualification as a Company Secretary

1.4.2.1. Discharged bankrupt

1.4.2.2. Convicted in or outside Malaysia of any offences according to Section 198

1.4.2.2.1. Section 198 of CA 2016 states factors that disqualify a person from acting as a company director.

1.4.2.2.2. CA 2016 no longer require for a person to make a statutory declaration. Only a written statement confirming the person is not disqualified to act as a director is sufficient.

1.4.2.2.3. It applies for Secretary

1.4.2.3. Ceased to be a holder of a practicing certificate issued by Registrar under Section 241

1.5. SEC. 239

1.5.1. The board of directors may remove a secretary from their office in accordance with the terms of their appointment or the constitution.

1.6. SEC. 240

1.6.1. The office of the secretary of a company shall not be left vacant for more than thirty days at any one times

1.7. SEC. 241

1.7.1. Meaning as a holder of a practicing certificate issued by Registrar is connected with requirement to register with Registrar

1.7.2. Register as a secretary in a Register of Secretaries should include

1.7.2.1. The name

1.7.2.2. Residential address and business address

1.7.2.3. Details of qualification referred to section 235[2]

1.7.2.4. Additional information as required by the Registrar

1.8. SEC. 242

1.8.1. Prohibition to act in a dual capacity-secretary and director in a situation where authorization needed to be done by both parties.

2. CODE OF ETHICS

2.1. The code of ethics can be said to be an adoption of ethics related to corporate governance.

2.2. promote a high standard of corporate governance as well as bring about a sense of efficiency and professionalism in the persons or corporate secretarial services in the duties of company secretaries.

2.3. Company Secretary is expected to be true to the principles of integrity, sincerity, responsibility and corporate social responsibility.

2.4. The code of conduct seeks to promote good corporate governance and behaviour. This is meant to achieve

2.4.1. Professionalism in company secretaries by promoting the principles of moral responsibility, aptitude and effectiveness in administration

2.4.2. The spirit of responsibility and social accountability as required in regulations and guidelines for administrating a company

2.5. A Malaysia company secretary is expected to observe the following code of ethics

2.5.1. Always aim for professional competency and a show a high degree of skill and proficiency in the performance of his duties

2.5.2. Exercise the principles of utmost good faith and act both responsibly and honestly with professional care and due diligence in the discharge of his duties.

2.5.3. Always try the best to help the company achieve its prescribed objectives based on the principles of moral accountability, efficacy, and effectiveness in company administration.

2.5.4. Understand well the aims and purpose of the company as well as the powers and restrictions as provided in the company’s Memorandum and Articles of Association

2.5.5. Understand protocols and procedure for meetings, in regards to quorum requirements, voting procedures and proxy provisions. He should be responsible for the proper administration of meetings

3. FUNCTION

3.1. Key roles

3.1.1. Guide the board members-collectively or individually with all relevant laws

3.1.2. Ensure the company complies with the laws

3.1.3. Conduct on-going strategic communication between the company and its key shareholders.

3.2. Non-exhaustive lists

3.2.1. Conduct on-going strategic communication between the company and its key shareholders.

3.2.2. Implementation of corporate governance

3.2.3. Support the boards and chairman

3.2.4. Appointment of new director