Company Secretary

Role of the Chartered/Company Secretary in Singapore

A company secretary is a senior position in a private company or a public listed company. Regardless of the name, it is not a secretarial or clerical position. Company Secretaries play a very pivotal role in a company. They are the company’s named representative on legal documents and they have to make sure that the company and its directors comply with all the requirements of the law within the meaning of the Company’s Act. It is their responsibility to ensure that the shareholders are registered, they also have to communicate with the shareholders, keep a list of directors, ensure dividends are paid and maintain all annual accounts.

Company secretaries in Singapore have high level responsibilities which includes governance structures and mechanisms, ensuring corporate conduct is within an organisation’s regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits.

Duties of the company secretary includes but are not limited to the following:

Provision of named Company Secretary

Every company shall have one or more secretaries each of whom shall be a natural person who has his principal or only place of residence in Singapore.

Board  Meetings

Co-coordinating the operation of the company’s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending  meetings, taking minutes; maintaining minute books; certifying copies of minutes; and ensuring that correct procedures are followed.

General Meetings

Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-ordinating the administration and attending meetings, taking minutes; and ensuring that correct procedures are followed.

Company Constitution

Ensuring that the company complies with its constitution; drafting and incorporating amendments in accordance with correct procedures.

General Compliance

Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act.

Statutory Registers and Books

Maintaining statutory registers

Statutory Returns

Updating the Accounting and Corporate Regulatory Authority (ACRA)  on:

• any changes in the director(s) of a company or particulars relating to director(s)
• changes to a directors name or residential address
• removal from office in accordance with the Act or constitution
• disqualification from holding office
• appointments/resignations/deaths
• annual return
• change of company name
• adoption, alteration and revocation of constitution
• issue of shares
• any other changes that requires updating with ACRA

Report and Accounts

Co-ordinating the publication and distribution of the company’s annual report and accounts and interim statement in consultation with the company’s internal and external advisers and, in particular preparing the directors’ report.

Share Registration

Maintaining the company’s register of members; dealing with transfers and other matters affecting shareholdings; and dealing with queries and requests from shareholders.

Shareholder Communication

Communicating with the shareholders (i.e. through circulars); payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; general shareholder relations; and relations with institutional shareholders and their investment protection committees.

Shareholder Monitoring

Monitoring movements on the register of members to identify an apparent ‘stake-building’ in the company’s shares by potential takeover bidders; and making inquiries of members as to beneficial ownership of holdings.

Share and Capital Issues, Transfers  and Restructuring

Implementation of changes in the structure of the company’s share and loan capital and devising; implementing and administering directors’ and employees’ share participation schemes.

Acquisitions and Disposals

Participating as a key member of the company team established to implement corporate acquisitions and disposals; protecting the company’s interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of the transaction.

Corporate Governance

Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable Stock Exchange requirements.

Non-Executive Directors

Acting as a channel of communication and information for non-executive directors.

Company Seal

Ensuring the safe custody and proper use of the company seal if provided for in the company constitution.

Qualifications of a company/chartered secretary

Most company secretaries are qualified by virtue of examination and membership of the Institute of Chartered Secretaries and Administrators (ICSA), the only qualification specifically for company secretaries. ICSA is the only body dedicated to the advancement and recognition of professional administration based on a combination of degree-level studies. Persons thus qualified are entitled to be designated a ‘Chartered Secretary’ or ‘Chartered Company Secretary’.