COMPANY

SECRETARY
• Who is a company secretary?
• The company secretary is defined as an ‘officer’ under Section 2
of the Companies Act 2016.
• The company secretary is the company’s chief administrative
officer.
• He or she is mainly responsible for compliance by the company
with its statutory duties.
• The company secretary is the main executive with thorough
understanding of the procedures of meetings, compliance with
the Companies Act and BMLR.
 Requirement of a Company
Secretary
•The requirements for a company to have the office of a company
secretary is stated in S.235.
• A company shall have at least one secretary who shall be—
• a natural person;
• eighteen years of age and above; and
• a citizen or permanent resident of Malaysia,
• A company secretary shall ordinarily reside in Malaysia by
having a principal place of residence in Malaysia.
• Appointment of a company secretary is not mandatory at
the point of incorporation.
• Appointment will be made within 1 month from the date of
incorporation.
• The compulsory provision that every company must have a secretary does not
require the company to engage the secretary on a full-time basis (i.e ‘in-house’
secretary).
• In practice, the large listed companies and groups of companies do employ full-
time employees who are the secretary of all the companies within the group.
However, most companies, especially the small or medium-sized companies do
not employ an in-house secretary. Instead, the service of an external secretary of
a professional secretarial firm is engaged.
• Kang, 2005
• The office of the company secretary shall not be left vacant for more than
30days– S.240
 S 242- prohibition of a secretary to
act in dual capacity
• The position of secretary may be held by a director so long
as he is qualified under the CA 2016 to act as secretary.
• S.242 -Anything required to be done by a director and the
secretary shall not be done by the director who is also the
secretary as both, e.g.: attestation of company’s common
seal.
 Qualification of a company
secretary
• No person shall be appointed as a secretary unless—
• he has consented in writing to be appointed as a
secretary;
• he is qualified under subsection 235(2); and
• he is not disqualified under section 238.
• S.235 (2) – A secretary shall be:
• A person licensed by CCM
• Members of the following prescribed bodies:
• With effect from 10 September 1992
• The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA);
• The Malaysian Institute of Accountants (MIA); and •
• The Malaysian Institute of Certified Public Accountants (MAICPA)
• the Malaysian Bar
• the Sabah Law Association
• the Advocates’ Association of Sarawak
• the Malaysian Association of Company Secretaries (MACS
 Application for a Company
Secretary License
• Minimum Academic Qualification
• Sijil Pelajaran Malaysia with credit in Bahasa Malaysia or English.
• Working Experience
• Applicant should have working experience related to company law or company
secretarial practice.
• Period of working experience:
• Holder of SPM/STPM is required to have at least 5 years working experience;
• Holders of a Certificate, Diploma or Degree in Law, Secretarial Practice, Corporate
Management, Business Studies or Accountancy is required to have 3 years, 2 years
and 1 year of working experience respectively.
• Prior to the Interview Session, applicants will be required
to sit for a written test.
• The objective of the above is primarily to assess the
applicant’s competency, experience and that he/she is a fit
and proper person to be issued with the license.
 Application for license-Companies Commission of
Malaysia(Licensing of Secretaries) Regulation 2017

•Application can be done through the electronic filing system unless otherwise directed by
the Commission.
•The application shall contain the following particulars:
• the name, identification number, contact information and address of the principal place of
residence of the applicant;
• the business address of the applicant, where applicable
• the academic qualification of the applicant and relevant experience of the applicant; and
• a declaration by the applicant that he/she is not disqualified to become a company
secretary.
•if the Commission is of the opinion that the applicant is a fit and
proper person to hold a license under subsection 20G, Companies
Commission Of Malaysia Act 2001, the Commission may—
• enter the particulars of the applicant in the register; and
• grant a license bearing a license number to the applicant
•If the Commission is of the opinion that the applicant is not a fit and
proper person to hold
a licence, the Commission shall notify the applicant in writing of its
refusal to grant a licence.
Matters Fee (RM)

Application for license to act as a secretary 350.00

Application for renewal of license to act as a 350.00

secretary
Appeal to the Minister against the refusal to grant 300.00
license or renew license, or revocation of license
 Disqualifications
• S.238 of CA 2016 - a person shall be disqualified to act as a secretary
if:
• He is an undischarged bankrupt.
• He is convicted whether within or outside Malaysia of any of the following offence
–S.198:
• been convicted of an offence relating to the promotion, formation or management of a
corporation;
• has been convicted of an offence involving bribery, fraud or dishonesty;
• has been convicted of an offence under sections 213, 217, 218, 228 and 539; or
• has been disqualified by the Court under section 199.
• He ceases to be a holder of a practicing certificate issued by the Registrar under
S. 241.
Registration of Company secretary with
Registrar
• S.241 –any person who is qualified to act as a secretary shall be
registered with Registrar.
• The Registrar, before registering such person, may—
• require him to produce any evidence to his satisfaction of the qualification
as stated under subsection 235(2); or
• impose any other conditions that he deems fit.
• The Registrar shall—
• enter the particulars in the register of secretaries; and
• issue a practising certificate in such form as the Registrar may determine.
• A secretary who is not registered under S.241 may continue to
act as a for a period of not more than 12 months or any longer
period as the Registrar may allow.
• A person who fails to comply with the requirement to register
shall be deemed to have not been registered under this section.
For the time being, the qualified person does not require to
register as a company secretary with SSM since Companies Act
2016 comes into operation on 31 January 2016.
• S. 236 - The nature of appointment :
• The appointment of secretary is made by the board of
directors
• The board normally will be given the power to decide on the
terms of remuneration, period to hold office and removal of
secretary.
• The appointment of the first secretary shall be made within 30
days from the date of incorporation of a company by
submitting a form of Notification Of Appointment Of The First
Company Secretary -Section 58& 236(2)
• The first secretary must execute a Declaration By A Person Before
Appointment As Secretary-Section 236(3) before his appointment.
• The particulars of the first secretary shall be entered into the Register of
Directors, Managers and Secretaries upon the incorporation of the
company.
It is good practice for the directors to note the secretary appointment after
the incorporation of the company at the first board meeting or by way of a
board resolution.
The company and every person who contravene this section commit an
offence.
 Subsequent appointment of
secretary
• The subsequent secretary is required to execute a Declaration By A Person
Before Appointment As Secretary -Section 236(3) before his appointment.
• The board of directors will pass a resolution appointing the secretary for such
term, at such remuneration and upon such conditions as directors may think fit.
• After the passing of the board resolution, file Section 58 Notification Of Change
In The Register Of Directors, Managers And Secretaries with CCM within 14 days
from the effective date of appointment.
• The Register of Directors, Managers and Secretaries is then updated by entering
the particulars of the subsequent secretary in to the register.
• Announcement to Bursa Malaysia (if listed company).
 Appointment of joint secretary
• A company may have more than one secretary. The
appointment of joint secretaries may be done by a single
board resolution.
• However, it is not necessary for both secretaries to sign
documents jointly.
• Resignation procedure – S.237:
• A secretary may resign from his office by tendering his/her
resignation letter to the company.
• The board will then pass a resolution to accept the resignation.
• Section 58 must be filed with CCM within 14 days from the
effective date of appointment.
• Later update register of directors, managers and secretaries.
• The secretary shall cease from his position on the expiry
of 30 days from the date of the notice lodged or the period
specified in the constitution or the terms of appointment.
• The position of the vacant secretary must not be left
unfilled for more than one month.
S237(2) – Procedure to resign as a
company secretary if the board cannot
be communicated with at the last
known address
• If none of the directors of the company can be communicated with at the last
known residential address, the secretary may notify the Registrar of that fact and
of his intention to resign from the office by filing Notice Of Intention To Vacate The
Office Of Secretary -Section 237(2).
• The secretary needs to ensure that he has documentary proof that the directors
cannot be communicated. This may be achieved by sending registered letter to
last-known address informing the directors of the intention to resign from office.
• The secretary shall cease to be the secretary of the company on the expiry of 30
days from the date of the notice to the Registrar.
• The secretary however is not relieved from liability for any act or omission done
before his vacation of office
 Removal of Company Secretary
• S.239 - The secretary maybe removed from the office by the board.
• The removal procedure are as follows:
• The board passes a resolution to remove secretary.
• The proposed secretary shall then execute Declaration By A Person Before
Appointment As Secretary -Section 236(3) to replace the secretary so removed.
• Pass the board resolution to appoint new secretary.
• After the passing of the board resolution, file Section 58 with CCM within14
days from the effective date of appointment.
• Update register of Directors, Managers and Secretaries
• In practice, the removal of secretary and appointment is
done simultaneously.
• The documents will be signed by a director or by a newly
appointed company secretary & lodge by a director or by
a newly appointed company secretary
 Duties of company secretary
• Administration
• The extent of the administrative are based on contract obligation as agreed
between the company secretary and the company

• Statutory Returns
• Filing information with the CCM to report certain changes regarding
the company or to comply with requirements fro periodic filing such as:
• Annual returns; and
• Reports and accounts
• Board meetings
• Managing board meetings are at the times based on contract obligation as agreed
with the company, which may include any or all of the following:
• Facilitating the smooth operation of the company’s formal decision making and reporting
machinery
• Organising board and board committee meetings (audit, remuneration committee etc)
• Formulating meetings agendas with the chairman and/or chief executive and advising
management on content and organization of memoranda or presentations for the meeting.
• Collecting, organizing and distributing such information, documents or others papers
required for the meeting
• Ensuring that all meetings are minuted and that the minute books are maintained with
certified copies of the minutes and that all board committees are properly constituted and
provided with clear terms of reference
• General Meetings
• Managing general meetings are at times a statutory obligation of the company secretary
• Ensuring that an annual general meeting is held in accordance with the requirement of the Act
and constitution.
• Obtaining internal and external agreement to all documentation for circulation to shareholders
• Preparing and issuing notices of meetings, and distributing proxy forms
• Assist to prepare directors fro any shareholders questions and helping them create briefing
material
• Overseeing that proxy forms are correctly processed and that the voting is carried out
accurately
• Coordinating the administration and ensuring the proceeding of the meeting is properly
recorded
• Bursa Malaysia Listing Requirement
• Monitoring and ensuring compliance with the Bursa Malaysia’s
Listing Requirements
• Releasing information to the market
• Ensuring the security of unreleased price-sensitive information
• Making applications for listing of additional issues of securities
• Statutory Registers
• Maintaining the following statutory registers are the statutory
obligations of the company secretary
• The registers include registers regarding:
• Members
• Company charges
• Directors and secretary
• Directors’ interest in shares and debentures
• Interests in voting shares; and
• Debenture holders
• Shareholders and Share Capital
• The following are some of the areas of responsibilities which may be
agreed upon between the company secretary and the company:
• Communicating with the shareholders on issues pertaining to their rights,
such as rights issues and capitalisation issues
• Arranging payment of dividends
• Handling with transfers and other matters affecting shareholdings
• Dealing with any queries and request from shareholders
• Monitoring the movements on the register of members so as to identify
any apparent ‘stake-building’ in the company’s shares by potential take-
over bidders.
The governance role of the company
secretary
• The Code on Corporate Governance issued by the Securities
Commission outlines the expected role of the company secretary in
the context of the best practice of corporate governance, namely:
• 1. Directors should appoint a company secretary. The board should be
entitled to the services of the company secretary
• 2. Removal of the company secretary should be a matter for the board as a
whole and not any one particular member of the board
• 3. A company secretary should be someone who is capable of carrying out
the duties to which the post entails
• 4. The company must support the chairman in ensuring the
effective functioning of the board. Under the direction of the
chairman of the board, the secretary is responsible in ensuring
that the directors receive accurate, timely and clear information
so as to enable them to discharge their duties
• 5. All directors should have access to the advice and services of
the company secretary. As a professional trained in corporate
matters, the company secretary has a responsibility to advise the
board of directors on the code of corporate governance. He has a
vital role especially in situation where there may be significant
conflict of interest between shareholders and management.
• 6. The company secretary must ensure that all appointments are
properly made, that all necessary information is obtained from
directors, both for the company’s own records and for the
purposes of meeting statutory obligation, as well as obligations
arising from the Listing Requirements of Bursa Malaysia or other
regulatory requirements.
• 8. The role of the company secretaries in ensuring good corporate
governance, including to ensure the effectiveness of board
committees. It is the responsibility of the secretary to ensure that
the board committee receives information and papers in a timely
manner to enable full and proper consideration to be given to
issues to be discussed at the committee meetings. He is to:
• Ensure good information flow between management and the board of
directors;
• Facilitate induction and assist with professional development; and
• Advise the board on all governance matters
 Code of ethics for the company
secretary
• This Code of Ethics, in general, can be understood to be
an adoption of ethics for corporate affairs, which have
been formulated to enhance the standard of corporate
governance and to instil professionalism and effectiveness
in the performance of duties amongst company
secretaries.
• This Code of Ethics needs to become a code of courtesy
that will state all that is true or false and what that is good
or bad from a moral point of view.
• PRINCIPLE-This Code of Ethics is based on the principles in relation
to sincerity, integrity, responsibility and corporate social responsibility.
• OBJECTIVE- This Code of Ethics is formulated to enhance the
standard of corporate governance and to instil good corporate
behaviour in order to achieve the following aims:
• 1. To instil the practice of professionalism amongst company secretaries based
on the tenets of moral responsibility, competency and effectiveness in
administration; and
• 2. To uphold the spirit of responsibility and social accountability in line with the
legislation, regulations and guidelines for administrating a company.
• CODE OF ETHICS - In the performance of his duties, a company
secretary should always observe the following codes:
• 1. Strive for professional competency and at all times exhibit a high degree
of skill and proficiency in the performance of the duties of his office;
• 2. At all times, exercise the utmost good faith and act both responsibly and
honestly with reasonable care and due diligence in the discharge of the
duties of his office;
• 3. At all times, strive to assist the company towards its prescribed objectives
based on the tenets of moral responsibility, efficiency, and effectiveness in
administration;
• 4. Have a clear understanding of the aims and purpose of the company as well as
the powers and restrictions as provided in the Memorandum and Articles of
Association of the company;
• 5. Be knowledgeable of regulations and procedures for meetings, particularly
quorum requirements, voting procedures and proxy provisions and be responsible
for the proper administration of meetings;
• 6. Neither direct, for his own advantage, any business opportunity that the
company is pursuing nor use or disclose to any party any confidential information
obtained by reason of his office, for his own advantage or that of others;
• 7. Adopt an objective and positive attitude and provide full co-operation for
common benefit when dealing with government authorities or regulatory bodies;
• 8. Disclose to the board of directors or an appropriate public officer any information
within his knowledge that he honestly believes suggests that a fraud is being, or is
likely to be, practised by the company or by any of its directors or employees;
• 9. Limit his secretaryship of companies to a number in which he can best and fully
devote his times and effectiveness;
• 10. Assist and advise the directors to ensure that the company, at all times, maintains
an effective system of internal control for the keeping of the necessary registers and
accounting records;
• 11. At all times, be impartial in his dealings with shareholders, directors and, without
fear or favour, use his best endeavours to ensure that the directors and the company
comply with the relevant legislation, contractual obligations and other relevant
requirements;
• 12 .Be present in person, or ensure that in his absence he is represented, at the
company's registered office on the days and at the hours that the office is
accessible to the public;
• 13. Advise the board of directors so that no policy which is in conflict with the
interest of the company’s stakeholders is adopted by the company;
• 14. Be aware of all reporting and other requirements imposed by the statute
under which the company is incorporated;
• 15. Be present or represented at company meetings and not allow himself or his
representative to be excluded or withdrawn from those meetings in a way that
would prejudice his professional responsibilities as secretary of the company.