The role and responsibilities of a Company Secretary are far more critical than many realise, particularly when it comes to advising the Board on governance and ensuring the company remains fully compliant with ever-evolving regulations. As the primary officer responsible for overseeing the governance and regulatory compliance matters, the Company Secretary is not just a compliance officer but also a valuable advisor to company directors and shareholders. While the responsibilities of the Company Secretary are vital, their importance has often been overlooked, largely due to the commodification of the profession and misunderstandings about the scope of their responsibilities.
Here are two common misconceptions of the role of a Company Secretary:
1. The Company Secretary is just a paper filer
While a key responsibility of the Company Secretary is to prepare documents, the value of this work often goes unrecognised. Beyond simply managing paperwork, the Company Secretary ensures that all documents are correctly prepared, maintaining the company’s compliance with its constitution and relevant regulations.
2. The Company Secretary is an administrator
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- Are the prospective corporate transactions in compliance with the company’s constitution or the relevant regulations?
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- Are the necessary documents being properly prepared?
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- Do the resolutions truly depict the intricacies of the corporate transaction?
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- Are the correct filings made with ACRA?
Corporate secretarial documents are often seen as run-of-the-mill or a “cut, paste and edit” type of work. However, this perspective fails to recognise the critical role the Company Secretary plays in corporate governance.
What then is the Role and Responsibilities of a Company Secretary?
Under the Companies Act 1967, it is the duty of the directors to take reasonable steps to ensure the Company Secretary possesses the requisite knowledge and experience to perform their duties. Like directors, Company Secretaries are officers of the company and are obligated to perform their duties with honesty, skill, and diligence.
1. Company secretary is a governance and compliance officer
The Company Secretary maintains the register, index, minutes book, or other such documents required by the company’s Constitution or the Companies Act. They act as the key point of contact with authorities, such as the Accounting and Corporate Regulatory Authority (ACRA) of Singapore, on company matters.
Beyond administrative tasks, the Company Secretary ensures the timely dissemination of information, documentation, and reports, ensuring that proper minutes of all meetings, business transactions, and resolutions are properly recorded.
In the early stages of a company’s business cycle, the role of the Company Secretary is often undervalued or overlooked. However, as the company expands and seeks potential investors, significant resources are required to organise, review, and correct its records to meet the due diligence requirements. This could have been avoided had the role of the Company Secretary been properly fulfilled from time of the company incorporation.
2. Company Secretary is an advisor to directors and shareholders
At the core of the Company Secretary’s responsibilities lies the unwavering commitment to safeguarding the company’s integrity, protect its legal standing, and upholding best practices in corporate governance. Far beyond administrative duties, a proactive Company Secretary ensures that the Board is well-informed, enabling decisions that fulfil the regulatory requirements and contribute to the long-term strategic success of the firm.
As an advisor to the Board and shareholders, the Company Secretary’s responsibilities include the crucial task of instituting and maintaining good governance practices within the Board and fostering effective communication between the Board and the shareholders. This ensures that decision-making remains transparent and aligned with the best interests of all stakeholders.
The Company Secretary’s responsibilities extend further into guiding directors in the development of strategic business plans, enabling effective and timely decisions. With expertise in regulatory compliance and internal governance, the Company Secretary plays a pivotal role in steering the company through today’s complex legal and regulatory environment.
In essence, the Company Secretary’s responsibilities are indispensable for any business striving to maintain a solid foundation of governance and compliance. His/Her expertise ensures that the company not only meets its legal obligations but is also positioned for sustainable growth and success.
Finding the Right Fit
The ideal candidate for the Company Secretary role has a solid knowledge and understanding of the Companies Act, together other relevant compliance or governance regulations. In Singapore, the role of a Company Secretary is either performed by a chartered secretary, an in-house legal counsel or undertaken by the financial controller. This is partly because the skillset and the knowledge of a Company Secretary is highly specialised.
While the duties of a Company Secretary can be managed by professional service providers, selecting the right partner is critical to your company’s success. By outsourcing this essential function to highly skilled and experienced professionals, directors can focus on growing their business, knowing that compliance and governance are in capable hands.
This is especially vital for industries with unique and sensitive regulatory demands such as non-profit organisations and financial institutions. With the right service provider, businesses can navigate the complexities of governance and compliance with ease, ensuring they stay on track while maximising their operational efficiency.
How We Can Help
CorpServe partners with companies throughout every stage of their life cycle. Whether they are planning their start-ups, running and managing their businesses, or growing and expanding their businesses, we are dedicated to provide a holistic one-stop business solution throughout their growth journeys.
We provide advisory services and guidance to the Board and shareholders on governance and compliance, helping them plan, streamline, and execute even the most complex corporate transactions with confidence. Leveraging cutting-edge technology, we ensure faster, seamless delivery of essential corporate secretarial services—anytime, anywhere—allowing our clients to stay ahead in today’s fast-paced business environment.
Looking for a new Company Secretary or considering a switch to a more proactive and experienced corporate secretarial provider? Ensure your company’s governance, compliance, and growth are in expert hands.
Contact us today for a consultation and discover how our tailored solutions can simplify your corporate secretarial needs and help your business thrive.
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