Name(s):

NUR ALEEYA MAISARAH BINTI MOHD NASIR

ID Number(s):
AM2304013321

Lecturer Name: Section No.:

SIR MUHAMMAD SHAZWAN BIN RAMLI SECTION 02

Course Name and Course Code: Submission Date:

COMPANY LAW (LAW3133) WEEK 12
Assignment Title: Extension & Late
CORPORATE SECRETARY Submission:
* Allowed / Disallowed
Assignment Type: % of Assignment Mark: Returning Date:
INDIVIDUAL 20%

Penalties:
1. 10% of the original mark will be deducted for every one week period after the
submission date
2. No work will be accepted after two weeks of the deadline
3. If you were unable to submit the coursework on time due to extenuating
circumstances you may be eligible for an extension
4. Extension will not exceed one week 3.
Declaration: I/We the undersigned confirm that I/we have read and agree to abide by these
regulations on plagiarism and cheating. I/we confirm that this work is my/our own. I/we
consent to appropriate storage of our work for checking to ensure that there is no
plagiarism/academic cheating.

Signature(s): ______________
Name(s): (Aleeya Maisarah)

This section may be used for feedback or other information

ISSUE :

The issue is whether there is a similarity and difference in terms of the

requirements, criteria or qualifications and the role of company secretaries as specified
in the Companies Act and the Code of Corporate Governance in the United Kingdom,
India and Malaysia.

LAW :

The company secretary is also known as corporate secretary, chartered secretary or

board secretary. The existence of a company secretary in a company is to meet the
demand of institutional shareholders and investors who want the company to become
more transparent to ensure better governance.

Statutory Requirement to Appoint a Company Secretary

COMPANY ACT 2016 , MALAYSIA

According to Section 235 of the Companies Act 2016, provides that companies shall
have at least one company secretary who shall be a natural person, eighteen years of
age or above, a citizen or permanent resident of Malaysia having a principal place of
residence in Malaysia. In addition, the company secretary shall be a member of
professional bodies prescribed by the Minister or a person who holds a valid licence
issued by the Companies Commission of Malaysia (refer to section 235(2). The board
of directors has power to determine the terms and conditions in relation to the
appointment of company secretary as prescribed in the Companies Act 2016.

COMPANY ACT 2006 , UK

According to Section 271 of the United Kingdom Companies Act 2006 provides that a
public company shall have a company secretary. From April 2008 it is no longer a legal
requirement to appoint a secretary when registering a UK private limited company and
all duties to be carried out by the secretary may be done by the directors or any person
authorized to act on behalf of the directors. Although the Companies Act 2006 does not
require private companies to employ a company secretary, most of them still hire
someone to fill the role, as the company still needs to ensure that all duties related to
company secretarial are complied with and fulfilled (Baker, 2015). This makes the
private companies opt to be at par with the public company in terms of having a
company secretary.

COMPANY ACT 2013 , INDIA

According to Section 203 of the India Companies Act 2013 and and Rule 8/8A of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 ,
the company secretary falls under the definition of key managerial personnel . The
section made it mandatory for all companies regardless of it status listed or non-listed
to have a company secretary. It further explain that where every listed company or
other class of companies (i.e. public non-listed company or private company) have paid
up capital of five crores of rupees or more shall have a full-time company secretary. A
person appointed as the company secretary shall not later be appointed or
re-appointed as chairman, chief executive officer or managing director of the company.

Qualification of Company Secretary

COMPANY ACT 2016 , MALAYSIA

According to Section 236 (2) of the Malaysia Companies Act 2016 reiterate that a
person appointed as the secretary has the required qualification as stipulated in section
235(2) which is a secretary shall be a member of a body as set out in the Fourth
Schedule or (b) a person licensed by the Commission under section 20G of the
Companies Commission of Malaysia Act 2001. Further, based on Section 238(1), a
person who is an undischarged bankrupt, convicted either within or outside Malaysia of
any offense specified under section 198 of the Act and ceased to hold a valid licence is
not qualified to be appointed as the company secretary. In addition, the person
appointed shall give written consent that he or she agreed to the appointment.

COMPANY ACT 2006 , UK

In the United Kingdom, its Companies Act highlighted the specific qualification for a
person to be appointed as the company secretary. Section 273 requires the person to
have the requisite knowledge and experience and have held the office of secretary of a
public company for at least three of the five years immediately preceding the
appointment as secretary. The most probable reasons that these features have been
made to be complied are that the company secretary will not only be doing the filing
and administrative task but advising the board on governance aspects as well. Besides,
the other qualifications needed is to be a member of prescribed professional bodies
under the Act, barrister, advocate or solicitor in the UK, or satisfying the directors that
he or she is capable to discharge the functions as company secretary of the company.
Based on Section 273(3), the bodies referred to in Subsection (2)(b) are (a) the
Institute of Chartered Accountants in England and Wales; (b) the Institute of Chartered
Accountants of Scotland; (c) the Association of Chartered Certified Accountants, (d) the
Institute of Chartered Accountants in Ireland; (e) the Institute of Chartered Secretaries
and Administrators; (f) the Chartered Institute of Management Accountants; (g) the
Chartered Institute of Public Finance and Accountancy.

COMPANY ACT 2013 , INDIA

In contrast, in India, there is no specific qualification mentioned for the person to be
appointed as the company secretary in its Companies Act 2013. However, the
qualification of the company secretary is provided in the Company Secretaries Act 1980
(Amendment 2006). According to section 2(1)(a) of the Company Secretaries
(Amendment) Act 2006, only members of the Institute of Company Secretaries of India
(ICSI) may act as the company secretary in India. Thus, based on the above
observation the minimum qualification of a company secretary is to be a member of
professional bodies.

Roles and responsibilities of Company Secretary

MALAYSIAN CODE ON CORPORATE GOVERNANCE (2017)

The company secretary is considered as the officer of the company, under the
interpretation of the Act. Hence, any obligations conferred to the officer, will also
become the obligation of company secretary. The Malaysian Code on Corporate
Governance (2017) stated that the Company Secretary plays an important role in good
governance by helping the board and its committees function effectively and in
accordance with their terms of reference and best practices. It has highlighted specific
roles and responsibilities of company secretary, namely, to manage board and
committee meetings, advise on board’s roles and responsibilities, facilitate director
training, advise the board on corporate disclosures, manage shareholder meeting,
monitor and assist the board on corporate governance development and assist in
stakeholder engagement. A suitably qualified Company Secretary possesses the
knowledge and experience to carry out his functions. These may include knowledge in
company and securities law, finance, governance, company secretaryship and other
areas of compliance such as the listing requirements. The Company Secretary should
undertake continuous professional development.

UK CODE ON CORPORATE GOVERNANCE (2016)

In UK, the company secretary is responsible to ensure board procedures are being
followed and reviewed regularly, prepare minutes of board proceedings, advise the
board on how to discharge their roles and responsibilities in accordance to the rules
and regulations and support the chairman in ensuring the effective function of the
board. The responsibilities of the company secretary in relation to corporate
governance is emphasized in the UK Code on Corporate Governance (2016). The
responsibilities include ensuring good information flows within the
board/committee/senior management/non-executive directors, assist in the professional
development and advice the chairman on all governance matters. Unfortunately, the
UK Companies Act 2006 did not lay down the roles and responsibilities of the company
secretary.

COMPANIES ACT 2013 , INDIA

The roles and responsibilities of company secretary in India, was stated in section 205
of the Companies Act 2013, which are to report to the Board on the compliance matters
and ensure the company complies with the applicable secretarial standard and
discharge other duties as may be prescribed by the Act. The applicable secretarial
standard was stated in the Company Secretaries Act, (1980). The Institute of Company
Secretaries of India (ICSI) describe in details the roles of company secretary, which
includes corporate governance and business ethics, corporate compliance
management, corporate and social sustainability, corporate affairs, strategic
management, treasury functions, stakeholder relationship and others (ICSI, n.d).

ETHICAL ASPECTS BASED ON COMPANIES ACT 2016

Based on the Companies Act 2016 in Malaysia, the ethical aspect of the company
secretary's role is not explicitly outlined. However, the Act does specify the
qualifications and disqualifications for a person to be appointed as a company
secretary. According to Section 235(1) & (2) it also mandates that the company
secretary must be a natural person, eighteen years of age or above, and a citizen or
permanent resident of Malaysia with a principal place of residence in Malaysia.
Additionally, the company secretary must be a member of professional bodies
prescribed by the Minister or hold a valid license issued by the Companies Commission
of Malaysia such as The Malaysian Bar and The Malaysian Institute of Accountants
(MIA). Based on Section Section 238(1) a person shall be disqualified to act as a
secretary if a) is an undischarged bankrupt; b) has been convicted of an offense in
section 198 whether in or outside Malaysia; c) he ceased to be a holder of practicing
certificate issued by the ROC under section 241. However, if ROC is of the opinion that
a person has failed to act honestly or use reasonable diligence in the discharge of his
duties as a secretary, ROC may require the person to show cause as to why his
practicing certificate should not be revoked or why he should not be disqualified from
acting as a company secretary. The practicing certificate will be automatically revoked
by ROC when a company has been removed from the Register of Secretaries or if it
was not renewed.

The company secretary is considered an officer of the company, and any obligations
conferred to the officer become the obligations of the company secretary. This implies
that the company secretary is expected to adhere to ethical standards and conduct
themselves in a manner that upholds the integrity and reputation of the company. Based
on Companies Act 2016, company secretary must act honestly and in the best interests
of the company. This includes prioritizing the welfare of shareholders and ensuring
transparency in decision-making processes. This helps prevent conflicts of interest that
could compromise the integrity of decision-making processes and undermine the
overall well-being of the company. Company Secretaries are entrusted with confidential
information about the company's affairs. Ethical conduct requires them to maintain the
confidentiality of sensitive information and act with integrity in all professional dealings,
safeguarding the interests of the company and its stakeholders. Companies often
possess proprietary and strategic information that provides them with a competitive
advantage. Company Secretaries have access to such information, including financial
data, intellectual property, and business strategies. Maintaining confidentiality ensures
that this information remains protected from unauthorized disclosure, safeguarding the
company's competitive position and market advantage.

Based on Companies Act 2016 , the company secretary must be a knowledgeable

person. As we know the requirements to be a company secretary at least a member of
any one of the professional bodies nominated by the Ministry of Domestic Trade,
Cooperative and Consumerism such as The Malaysian Bar and The Malaysian Institute
of Accountants (MIA). This is because potential risks and weaknesses in the
organization's governance structure and operations can be found by an experienced
company secretary. They are able to create plans to lessen these risks and guarantee
the long-term viability of the business. Company secretaries counsel senior
management and the board of directors on a variety of legal, governance, and regulatory
issues. A competent company secretary may guide the corporation through difficulties
and aid in decision-making by providing insightful advice and recommendations.

Some of the main duties of a company secretary is to ensure that the company’s books
of
accounts are kept in accordance with the Act and reports are prepared in the form and
at the time required by the Act. Making sure the business complies with all applicable
rules and regulations, especially those pertaining to financial reporting, is the
responsibility of the company secretary. The firm Secretary keeps the firm's activities in
good standing with regulatory bodies and helps the company avoid legal fines by
making sure the books of accounts are kept in compliance with the law. Stakeholder
trust in the company's management and operations is increased by timely and accurate
financial reporting. Financial reports are essential for investors and shareholders to
make well-informed investment decisions. The Company Secretary helps to preserve
stakeholder confidence by carrying out their duty to guarantee reporting obligations are
followed.

Based on Section Section 238(1) a person shall be disqualified to act as a secretary if

a) is an undischarged bankrupt. A company secretary cannot be a bankrupt people
because they are handling financial transactions on behalf of the business, so company
secretaries frequently have access to sensitive financial data. The financial health and
reputation of the company may be at stake due to issues over the individual's financial
management abilities and judgment raised by bankruptcy.In addition to potentially
handling financial transactions on behalf of the business, company secretaries
frequently have access to sensitive financial data. The financial health and reputation of
the company may be at stake due to issues over the individual's financial management
abilities and judgment raised by bankruptcy.

CONCLUSION :
The conclusion is there are similarities and differences in some extend in the
Companies Act and Code of Corporate Governance of the three countries on the
requirement, qualification and responsibility of the company secretary.

REFERENCE :

Malaysia Company Registration Specialist | Paul Hype Page & Co (March 22, 2024) ,
Requirements of a Company Secretary in Malaysia 2023
https://www.paulhypepage.my/requirements-of-a-company-secretary-in-malaysia/
PHYSICS WALLAH , Company Secretary Appointment, Roles And Responsibilities
https://www.pw.live/exams/company-secretary/company-secretary-appointment/#:~:text
=Under%20Rule%208%2C%20every%20listed,a%20full%2Dtime%20company%20secr
etary.

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