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The Code of Ethics For A Certified Company Secretary

The role of a company secretary has evolved from when the company secretary was just another employee on the organisation. The company secretary’s usefulness starts right from the process of company incorporation in Malaysia, to the annual processes of a company, to the dissolution of a company if need be. A company secretary in Malaysia has increasingly heavier duties and responsibilities than ever before.

This has brought to the fore the need for ethical behavior from company secretaries ever than before. In Malaysia, the company secretary’s code of ethics is strictly enforced for top notch corporate governance. To understand why a company secretary needs impeccable company behavior, the roles and duties must first be understood.

Roles and Duties

  1. Statutory and Compliance Matters
  • Ensure that the statutory information of a company is properly filed in the correct documents folders and lodged with the registrar of companies within the period set in the law.
  • Advise the board of directors on the proper date for an Annual General Meetings.
  • Be aware of all the requirements of the Kuala Lumpur Stock Exchange and Securities Commission and advise on the following matters:
  1. Advising the board to do the proper disclosures
  2. Preparing the required disclosure forms and assisting the board members to fill them.
  • Advising board members on situations that require disclosure.
  1. Advise board members on obligations, positions, and contracts that that may bring about conflict of interests.
  2. Ensure very director records the declaration under the section of minutes in the boarding meeting where the declaration was made.
  • The company secretary should ensure that the directors give notice in writing to the company:
  1. Information relating to debentures, shares, rights, options, participatory interests and contracts for purposes of compliance with the Companies Act
  2. Any change in particulars related to the information above.
  • Events and matters relating to a director that touches on compliance with the Companies Act.
  1. The date on which the director of a company or of a subsidiary of a public company attains or will attain at the age of seventy.
  • Advise the board of directors on matters relating to securities laws and regulations including disclosure requirements which fall under the following categories:
  1. Substantial shareholdings disclosure
  2. Directors’ share dealing rules
  • Announcements and reporting rules
  1. Advise on continuing disclosure policies of the Kuala Lumpur Stock Exchange in order to give prompt advice to the board when changes happen.
  1. Company Meetings
  • Be familiar with the basic principles on holding meetings.
  • Advise the board of directors to hold at least one Annual General Meeting regardless if the company is active or dormant.
  • Handling administrative tasks related to company meetings.
  1. Work with the chairman or managing director to prepare the agenda items and the agenda paper.
  2. Book and prepare the venue.
  • Attend and take down minutes of the meeting
  1. Follow up and implement decisions made
  2. Advise the chairman and the board of directors where necessary.
  3. File statutory returns as required.
  • Record the minutes and determinations of meetings in a manner that reflects the proceedings thereof and be written accurately, concisely and in simple language.
  • Ensure the minutes and resolutions are recorded on the company’s letterhead and certified by the chairman of the board and/or the company secretary.
  • Table all the resolutions passed by the directors in the previous meeting for notation.

Company Meetings

  • Be familiar with the basic principles on holding meetings.
  • Advise the board of directors to hold at least one Annual General Meeting regardless of the company being active or dormant.
  • Handling administrative tasks related to company meetings
  1. Work with the chairman or managing director to prepare the agenda items and the agenda paper.
  2. Book and prepare the venue
  • Attend and take down minutes of the meeting
  1. Follow up and implement decisions made
  2. Advise the chairman and the board of directors where necessary
  3. File statutory returns as required
  • Record the minutes and determinations of meetings in a manner that reflects the proceedings thereof and be written accurately, concisely and in simple language.
  • Ensure the minutes and resolutions are recorded on the company’s letterhead and certified by the chairman of the board and/or the company secretary.
  • Table all the resolutions passed by the directors in the previous meeting for notation.

The Importance Of The Code of Ethics

The code of ethics can be said to be an adoption of ethics related to corporate governance for a company in Malaysia. This code is set to 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.

The code of ethics requires that company secretaries be truthful and maintain good morals in their conduct. This is defined by a few things:

Principles

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

Objectivity

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

  1. Professionalism in company secretaries by promoting the principles of moral responsibility, aptitude and effectiveness in administration
  2. The spirit of responsibility and social accountability as required in regulations and guidelines for administrating a company.

Code of Ethics

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

  1. Always aim for professional competency and a show a high degree of skill and proficiency in the performance of his duties.
  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.
  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.
  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
  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.
  6. Never disclose to any party any confidential information obtained by reason of his office, or direct business opportunities that the company is pursuing, for his own advantage or that of others.
  7. Remain objective and have a positive attitude and provide full co-operation when dealing with government authorities or regulatory bodies for the mutual benefit of the company and the other parties.
  8. Expose and disclose to the board of directors or appropriate public authorities any information within his knowledge that suggests that a fraud is being, or is likely to be, executed by the company or by any of its directors or employees;
  9. Know his limits and take positions in a limited number of companies where he can best and fully perform as expected.
  10. Assist in setting up and ensure there is an effective system of internal control for the keeping of the necessary company registers and accounting records;
  11. Carry out his duties impartially when dealings with shareholders and directors. Ensure without fear or favour that the directors and the company conform to the relevant legislation and other relevant requirements;
  12. Be available when required or ensure that he is adequately represented in company’s registered office and that the office is accessible to the public
  13. Always advise the board in a way that avoids conflict with the interest of the company’s stakeholders
  14. Always keep tabs of reporting and other requirements imposed by the statute under which the company is incorporated
  15. Always be present or represented at company meetings and resist attempts to exclude him or his representative in the meetings in a way that would bias his professional role as secretary of the company.