A Company Secretary is more than a mere compliance officer of the company. As an advisor to company board members and its shareholders, the company secretary plays a vital role managing the governance operations within a business.
Governance defines the way a company is directed and controlled, which includes strategy and decision making processes, how business objective are accomplished, and also ensuring that all activities undertaken comply with legal, ethical and regulatory requirements.
A Company Secretary has a broad skill set – corporate law, finance, governance, strategy and corporate secretarial practice. He/she advises a company’s board in these key areas, providing support to the Chair, CEO and non-executive directors.
Section 171 of the Companies Act 1967, states that every locally incorporated company should appoint a company secretary who is a Singapore resident. A company should not have the company secretarial position remain vacant for more than 6 months.
To Select a Suitable Company Secretary, He or She:
- Must be a Singaporean;
- Is an individual with adequate experience and academic/professional qualifications;
- Cannot be the sole director of the company; and
- Has no debarment order in record with the registrar, at the time of appointment.
The Key Roles of a Company Secretary
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To the Organisation
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Ensure that all statutory obligations are fulfilled, interests of the company are well protected and good corporate governance is practised.
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To the Board of Directors
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The company secretary serves as an advisor to the directors. He or she guides the Chair and Board members with their responsibilities as required under the regulations and on how those responsibilities should be discharged. The company secretary ensures accurate information flows within the board and senior management members. The selection of new directors on the board is also handled by the secretary. He/she provides relevant guidance with regard to their job scopes and facilitates internal meetings.
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To the Shareholders
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The company secretary is the first point of contact for shareholders. He/she works closely with shareholders to ensure that their interests are aligned and well protected. The company secretary assists to maintain good shareholder relations and keep the Board informed of the shareholders’ views on business matters. He/she also ensures that relevant information is disseminated in a timely manner to shareholders so that they can make informed decisions at the Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).
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The Responsibilities of a Company Secretary
- Maintaining statutory books
Looking after the company’s statutory records is a time-consuming task that is often neglected. However, the directors have a legal duty to keep statutory records up to date. Failure to do so is an offence. Both the company and its directors will be subject to penalties as well as any reputational damage that may result.
- Organising board meetings and shareholders meetings
The Company Secretary plays a key role in ensuring relevant meetings are carried out in an effective and orderly manner. He or she will prepare the agenda, supporting papers and notices. The Company Secretary ensures compliance with any regulatory requirements in relation to the conduct of the meetings and facilitates communication between the board and shareholders.
- Compliance with legal and statutory obligations
The Company Secretary must have a good knowledge of the Company’s constitution. He or she ensures that the company is compliant with the Companies Act 1967 and with any other relevant regulations. To do so, the Company Secretary must remain up to date with the legislation and any other regulatory changes that may affect the company.
- Filing of statutory documents
The Company Secretary is responsible for making relevant filings with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore within the prescribed timeframe. These filings include annual returns, appointment and resignation of directors, change of registered office and share-related transactions such as return of allotment of shares etc.
- Security of company documents
Keeping legal documents such as certificate of incorporation, constitution, company seal, share certificates, shareholders’ agreement, and director’s service agreement is another important task undertaken by the Company Secretary.
- Corporate restructuring and transactions
A Company Secretary plays an important role as they support the Board in advisory and execution of corporate transactions. Such transactions include share swap, capital reduction, share buyback, employee share option scheme, amalgamation and sales and divestments etc.
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