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 become 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 role of company secretaries, and how a knowledgeable company secretary can help your business outperform the competition.
Why are company secretaries essential?
It is the responsibility of a company secretary to support business operations. This includes ensuring that the Companies Act and all relevant laws, rules & regulations are complied with.
Do not underestimate the value of a skilled company secretary if you want your business to prosper – especially in competitive markets. By elevating your governance practices, they can help improve your business’s performance while maximising benefits.
The services of company secretaries can include:
- making sure your business is structured well;
- advocating for the implementation of a comprehensive environmental, social and governance strategy, known as ESG in Singapore;
- ensuring organisational compliance with all relevant laws, rules and regulations; and
- rolling out progressive corporate governance practices.
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.
The duties of a company secretary in Singapore
Asia-Pacific (APAC) countries have varying laws, rules and regulations for company secretarial matters. By law, all new companies in Singapore are required to appoint a company secretary.
Typical routine company secretary duties include:
Company secretaries can aid your business at any stage of its life, whether you are starting a business in Singapore or shutting your doors.
What role does the company secretary currently play?
Originally, company secretaries had a low level of 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 is 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
One of the company secretary’s core duties is to stay on top of all 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; and
- producing corporate governance reports for publication in annual reports.
Capable company secretaries can provide practical compliance solutions without requiring 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 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.
Seek a company secretary 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:
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.
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.
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