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Company Secretary - Coggle Diagram
Company Secretary
Resignation
- Can resign anytime by submitting resignation letter to BOD, unless he has entered into a contract to the contrary
- COSEC give resignation letter
- Co may record the resignation at the next BOD meeting, or pass board resolution in writing to note the rsgination
- Resolution/ minutes must be placed in minute book within 13 days
- BOD need to appoint a new secretary within one month from resignation
- Pass board resolution to appoint new secretary
- After appointment, Register of Director, Managers & Secretaries must then be updated
Qualifications
- Member of professional body/ other body prescribed by Minister & ROC, or
- MAICSA
- MIA
- MICPA
- MACS
- Malaysian Bar Council
- Person with necessary skills & knowledge, provided licensed by ROC (If he's can't fulfil 1)
ROC shall only grant/ renew the license after seeing:
A. Character, qualification & experience of the applicant
B. Interest of public (If he is fit & proper person to hold a license)
Appointment
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Subsequent COSEC
- Pass board resolution for removal & replacement
- Can be more than one secretary appointed
- Everything will be decided by BOD
Duties &
responsibility
CA doesn't prescribe any length the duties which the COSEC is expected to perform, it depends on the size & nature of the co & terms agreed upon COSEC and Co|
- Organize & attend meetings
- Prepare notice of meeting & agenda
- Prepare draft minutes
- Advise the board
- Facilitate the acquisition & dissemination of info
- Liason officer between co & gov
- Share info with public as needed
- Make sure boards meet legal obligations
- Ensure statutory registers are established & properly maintained
- Ensure statutory docs lodge to ROC within time limit
- Ensure book of accounts are kept in accordance with Act
- Required to authenticate docs of co
- Witness & testify proceedings when legal prceedings are commenced
- Maintain proper records up to date & accurate
- Not to make improper use of/ disclose inside info
Powers
Can sign administrative contracts (eg. Staff employment contract, Purchase of office equipment, hire vehicles for office use)
Cannot call meeting without directors' resolution, make request for loan, accept transfer of shares, issue writ in co's name
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Disqualification
- Undischarged bankruptcy
- Convicted an indictable offence
- Ceases to be a holder of a practicing certificate issued by ROC
Remuneration
- Fixed by directors
- COSEC is regarded to be an officer & employee of co
- Salary is preferential debt upon winding-up if he is a full time employee
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