Please enable JavaScript.
Coggle requires JavaScript to display documents.
CSP CHAP 5: COMPANY SECRETARY (CS) - Coggle Diagram
CSP CHAP 5: COMPANY SECRETARY (CS)
5.1 Qualification and Disqualification
Qualification of CS (S.235)
A company shall have at least one secretary who shall:
a. a natural person,
b. eighteen years of age and above, and
c. a citizen or permanent resident of Malaysia
A secretary shall be:
a. a member of a body as set out in the Fourth Schedule, or
b. a person licensed by the Commission
Disqualification of CS (S.238)
A person shall be disqualified to act as a secretary if:
a. he is an undischarged bankrupt
b. he is convicted whether in or outside Malaysia of any offence
c. he ceases to be a holder of a practicing certificate issued by the Registrar
5.2 Duties and Responsibilities
a. Administrative matters of Company
Ensuring good corporate governance in the company
Ensure the company must follow recent development in legislation
Ensure all board matters are properly presented and transacted
To advise best practice and encourage full compliance with the laws
A person that BOD can rely on Administration and Statutory Returns
(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 for periodic filing)
5.3 Code of Ethics
issued in 1998
15 Contents
Objective
To instill the practice of professionalism amongst company secretaries based on tenets of moral responsibility, competency and effectiveness in administration
To uphold the spirit of responsibility and social accountability in line with legislation, regulations and guidelines for administering a company
Formulated
To enhance the standard of Corporate Governance (CG)
To instill to instill professionalism and effectiveness of CG
Principles concern with
Transparency
Integrity
Accountability
Corporate social responsibilities (CSR)
5.4 Appointment, resignation and removal of CS
Appointment of CS
Procedure to appoint CS (S.236):
The Board shall appoint a secretary and determine the terms and conditions of such appointment
Notwithstanding subsection (1), the appointment of the first secretary shall be made within thirty days from the date of incorporation of a company
No person shall be appointed as a secretary unless:
a. he has consented in writing to be appointed as a secretary,
b. he is qualified under subsection 235(2) and
c. he is not disqualified under section 238
Resignation of CS
S.237
Subject to the constitution or the terms of appointment, a secretary may resign from his office by giving a notice to the Board
If non of the directors of the company can be communicated, the secretary may notify the Registrar of that fact and intention to resign from the office
Removal of CS
S.239
Procedure for removal of director
The board may remove CS according to term & condition of their appointment or Constitution
5.5 Professional bodies of CS
Approved bodies [in relation to Section 235(2)(a)]
Malaysian Institute of Chartered Secretaries and Administrators
Malaysian Institute of Accountants (MIA)
Malaysian Bar
Malaysian Association of Company Secretaries
Malaysian Institute of Certified Public Accountants
Sabah Law Association
Advocates Association of Sarawak
The issue of dual capacity as in Section 242 of CA 2016
A person is prohibited to act in a dual capacity as both a director and a secretary in a situation that requires or authorizes anything to be done by a director and a secretary. This refers to a circumstance in which a person who serves as both a director and a company secretary seems unable to operate in both roles at the same time. One of the purposes of this section is to prevent any misrepresentation or misconduct when it comes to a document that, for example, requires the signatures of a director and secretary.