Month: February 2023

Singapore 2023 Budget

Singapore 2023 Budget Banner

Singapore 2023 Budget

boardroomsuperadmin

As Singapore moved into a post-pandemic era, the Singapore 2023 Budget focused on building capabilities and seizing opportunities in a new era of global development. The budget centred on 3 key thrusts – growing the economy, strengthening social compact and building collective resilience. We’ve summarised the key changes that you’ll need to be aware of, in order to maximise the benefits for your company.

To discover insights and updates on the tax incentives announced that will implicate your tax planning, download our Singapore 2023 Budget Report.

If you have any questions relating to the information contained in this report, please contact our tax advisors via email or call us at +65 6536 5355.

DOWNLOAD THE FULL SINGAPORE BUDGET 2023 REPORT

Corporate Income Tax

Corporate Income Tax

Philanthropy tax incentive scheme for family offices

Tax Incentives

Increase in Buyer’s Stamp Duty rates

Increase in Buyer’s Stamp Duty rates

Enhancements to the Progressive Wage Credit Scheme (“PWCS”)

Enhancements to the Progressive Wage Credit Scheme (“PWCS”)

Related Business Insights

The company secretary role is evolving in Singapore: find out how

The company secretary role is evolving in Singapore

The company secretary role is evolving in Singapore: find out how

boardroomsuperadmin

Company secretaries were traditionally responsible for largely administrative duties, from taking minutes to filing annual returns, among other internal tasks. However, the role is evolving as corporate governance and organisational management becomes more rigorous and important. Thanks to the reimagining of business in the age of digital transformation, today, most of the administrative aspects of the role are undertaken by technology, leaving the Company Secretary to focus on advisory work and business development. 

In Singapore today, the company secretary has a wide range of vital responsibilities across various business functions. They, therefore, play a key role in helping businesses comply and thrive.

This article explains the evolving company secretary role and how a knowledgeable company secretary can help your business outperform the competition.

Why are company secretaries essential?

The secretary’s role is indispensable in supporting business operations and ensuring compliance with the Companies Act and all relevant laws, rules & regulations.

Do not underestimate the value of a skilled company secretary if you want your business to prosper – especially in competitive markets. Elevating your governance practices can help improve your business’s performance while maximising benefits.

 The services of company secretaries can include:

  • Company incorporation, setting up and expansion of your business
  • Assessing your group business model and tax structures for efficiency
  • Ensuring corporate regulatory compliance and reporting with relevant laws, rules and regulations
  • Advisory, drafting and reviewing corporate governance practices such as environmental, social and governance ESG and corporate governance framework

Because they help ensure companies achieve their goals with determination and transparency, company secretaries are commonly regarded as ‘the voice of reason’ in a business.

CompanySecretary

The duties of a company secretary in Singapore

Asia-Pacific (APAC) countries have varying laws, rules, and regulations regarding company secretarial matters. By law, all new companies in Singapore are required to appoint a company secretary.

The company secretary role encompasses several essential responsibilities, including:

Planning annual general meetings
Attending and taking minutes of board and board committee meetings
Preparing and filing annual returns
Conversing with directors and shareholders
Attending to the division, consolidation and transfer of shares
Updating secretarial records, including statutory registers
Updating the board on regulatory changes

Company secretaries can support your business at any stage of its lifecycle, whether you are starting a business in Singapore or navigating the process of liquidation.

What makes a good secretary?

A good company secretary demonstrates adaptability, meticulousness, and advanced communication skills. These traits are crucial for handling complex corporate governance tasks effectively.

Other qualities of an excellent secretary include:

  • Strong Knowledge Base: A good company secretary must be highly knowledgeable about local laws and regulations, ensuring the business operates smoothly and avoids penalties.
  • Proactive Problem-Solving:Anticipating challenges and proposing tailored compliance solutions.
  • Stakeholder Engagement: Collaborating effectively with directors, shareholders, and other stakeholders to promote a culture of strong governance.
  • Tech-Savviness: Leveraging technology to streamline administrative tasks and provide strategic insights.

What role does the company secretary currently play?

Traditionally, the secretary role was primarily administrative, with limited decision-making authority. But today, they are highly knowledgeable about local laws, rules and regulations that companies are subject to. Directors and shareholders often seek the company secretary’s opinion on how to address business compliance-related issues, which indicates that the position has evolved into a crucial advisory role for businesses.

In recent years, guiding the board on ESG matters has been a new focus area for company secretaries. The most reputable company secretaries have had to work hard to achieve the level of knowledge required. This ESG proficiency includes a deep understanding of how ESG relates to company strategy, financial statements, and possible business implications.

ESG performance support

Now that investors, regulators and consumers have high expectations for strong ESG, companies in Singapore are under pressure to display good governance. A 2020 KPMG survey found that sustainability reporting throughout APAC grew from 78–84% since 2017.

Given their extensive engagement with the board and company operations, skilled company secretaries are vital when it comes to making ESG strategies a success.

Company secretaries often help drive ESG performance by:

  • Working closely with sustainability personnel to mitigate risks and capture opportunities;assisting with the implementation of best-practice ESG measures (e.g. whistleblower protection policies)
  • Establishing routine ESG auditing;
  • Ensuring honest ESG reporting in communications materials; and
  • Complying with ESG regulatory requirements

Regulatory compliance support

A key aspect of the secretary’s role is ensuring compliance with relevant laws, rules and regulations. Directors and senior management must be able to rely on the advice of the company secretary.

Furthermore, company secretaries help organisations plan for potential changes in relevant laws, rules and regulations.

Your company secretary can help promote regulatory compliance in several ways, including:

  • Ensuring timely submission of transactions to the Accounting and Corporate Regulatory Authority (ACRA)
  • Organising board and shareholder meetings and minuting such meetings
  • Preparing shareholder and board resolutions
  • Notifying ACRA of any changes to statutory information
  • Maintaining compliance with the Listing Rules of Singapore Exchange Securities Trading Limited (“SGX-ST”) or the SGX-ST Listing Manual Section B: Rules of Catalist, as the case may be
  • Producing corporate governance reports for publication in annual reports

Competent company secretaries can provide practical compliance solutions without requiring the excessive expenditure of resources by harmonising their own experience with leading-edge technology.

Prominent challenges in the company secretarial function

Adaptability and advanced communication skills are crucial traits to seek when selecting a company secretary. When it comes to addressing complex company secretarial matters, these qualities are essential.

The three primary obstacles that company secretaries may encounter today are as follows.

1. Monitoring shifting regulatory landscapes

Ensuring organisational compliance in the face of continuously changing regulatory systems is the biggest challenge for company secretaries. As a way to support ongoing compliance, they usually take the initiative to communicate with authorities on a regular basis.

Company secretaries can be a critical conduit between businesses and regulators. By securing knowledge of legislative changes in advance, they can help your company prepare for changes before the changes are implemented.

As a result, there is no need to frantically adjust processes or check off requirements once new rules are introduced.

2. Providing compliance solutions that are tailor-made

The most effective compliance framework for your company will depend on a range of factors, including its size, location, industry and listing status. It is important that company secretaries are able to deliver custom business solutions that adhere not only to the organisation’s constitution but also to the Companies Act and any other relevant laws, rules and regulations. 

When properly tailored, a compliance framework can help an organisation function ethically and successfully.

3. Cultivating buy-in among stakeholders

On some occasions, businesses fail to understand the benefits of appointing a capable, well-respected company secretary. This is often reflective of a weak compliance culture in which the opportunities that stem from good compliance are not recognised.

It is the company secretary’s duty to supervise regulatory compliance efforts throughout the business. They need to engage with directors, shareholders and employees to help them understand:

  • The ‘why’ behind relevant statutory, regulatory and corporate requirements;
  • The reasons why compliance with these requirements is necessary; and
  • The advantages that strong compliance can have for a business.

For peace of mind that your organisation continues to maintain a high level of compliance, appoint a company secretary that has the same values system as your organisation and believes that strict compliance is integral to business success.

Compliance

Seek a corporate secretarial firm that you can depend on

By working with a reliable corporate services provider, many organisations are finding they can better streamline their operations. In addition to corporate secretarial services, these can include help with share registry and employee stock ownership plans (ESOP), as well as accounting and payroll. Having external support with company compliance also provides high-level personnel with more time to progress expansion goals, and greater opportunity to increase business effectiveness and profitability

With a corporate secretarial services provider supporting your business, you can:

    Trust that your company incorporation is well managed
    Maintain multi-country compliance through a single contact person
    Increase the efficiency of compliance with cross-border operations
    Benefit from business expansion advice
    Preserve money and time due to a lightened administrative load
    Funnel more resources into your main business goals

    If you have plans to expand your business throughout APAC, it is important to anticipate the differing sets of laws, rules and regulations each region will present, as well as the cultural nuances you will encounter. You must also abide by any legal requirements imposed on any collaborations you enter into in a foreign jurisdiction.

    Businesses whose company secretary lacks the necessary skills, qualifications or attitude to promote strong corporate governance are at risk of being fined for non-compliance of any relevant laws, rules and regulations.

    Know that if you partner with separate corporate advisory services in multiple countries, this may make your operations more complicated. To help simplify your processes, it may be better to engage one provider that runs a number of local offices across APAC.

    GlobalAPAC

    Give your company a competitive edge

    For companies with plans to grow, BoardRoom offers a range of corporate services to support successful expansion. We maintain up-to-date knowledge of local regulatory landscapes and industry best practices, so you can trust us to provide expert advice from start to finish.

    If you are wondering how to appoint a company secretary in Singapore and would like information about BoardRoom’s world-class corporate secretarial services, please contact our specialists today.

    Related Business Insights