WHAT DOES A CORPORATE SECRETARY DO?

Published: August 22, 2024 - The Corporate Secretary oversees document management, compliance with disclosure norms, and the maintenance of signing authorities while responding to KYC requests. Responsibilities include managing shareholder relations, orchestrating the distribution of share documents, and coordinating logistics for all board and committee meetings. Additionally, the role supports corporate governance, assists in regulatory filings, and provides secretarial advisory to key clients, ensuring departmental KPIs are achieved.

A Review of Professional Skills and Functions for Corporate Secretary

1. Corporate Secretary Duties

  • Capital Market Regulations: Keep abreast of capital market developments, especially regulations that apply in the capital market.
  • Public Information: Provide information to the public regarding the condition of the Company.
  • Compliance Input: Provide input to Directors to comply with the provisions of the Capital Market Law and other relevant regulations.
  • Document Review: Review corporate documents such as AoA, BOC and/or BOD Resolutions, Corporate Policy, etc. according to applicable laws and regulations.
  • Meeting Preparation: Prepare and conduct the Company’s General Meeting of Shareholders, BOC Meetings, and BOD Meetings.
  • Document Management: Manage the Company’s documents and all required official corporate filings, documents, reports, etc.
  • Annual Report: Participate in the Company’s Annual Report preparation.
  • Board Inquiry Response: Respond to inquiries from board members and maintain the utmost discretion and confidentiality.
  • Task Coordination: Coordinate multiple tasks with a high level of initiative and work well with minimal direction to ensure deadlines are met.
  • Judgment: Recognize opportunities and issues and proactively exercise judgment.

2. Corporate Secretary Details

  • Governance Review Partnership: Partner with the externally engaged firm conducting a wide-ranging governance review to provide insights and meet requests.
  • Document Coordination: Work with all Board contributors and other staff members regarding document submissions, timelines, and overall requirements for the Board processes.
  • Meeting Scheduling: Poll for dates for Special meetings and Education sessions while ensuring that appropriate notice periods are met.
  • AGM Assistance: Assist with the Annual General Meeting process, including Board elections and other stakeholder engagement activities done regularly.
  • Board Schedule Management: Update and maintain the Board Meeting Schedule and draft resolutions for regular and special Board and Committee meetings.
  • Meeting Coordination: Coordinate Board of Directors and Board Committee meetings.
  • Policy Enforcement: Ensure Board policies and procedures are communicated and followed.
  • Legislative Advice: Advise on the Board’s legislative and regulatory requirements.
  • Counsel Liaison: Liaise with and manage outside counsel engaged to represent the organization in corporate litigation and/or commercial matters.
  • Governance Best Practices: Provide advice on corporate governance best practices.
  • Filing Assistance: Assist with selective corporate, statutory, and other government filings and reports.

3. Corporate Secretary Responsibilities

  • Document Management: Maintain key corporate documents and records.
  • Signing Authorities: Maintain signing authorities processes and respond to KYC requests.
  • Disclosure Compliance: Responsible for corporate disclosure and compliance with local corporation laws.
  • Shareholder Relations: Oversee Shareholder Relations, including share issuance and transfer operations, and shareholder correspondence.
  • Share Document Distribution: Prepare and distribute share documents to startups.
  • Meeting Logistics: Manage all board and committee meeting logistics, attend and record minutes of all board and committee meetings, and facilitate board communications.
  • Regulatory Filings: Understand and prepare regulatory filings related to corporate secretarial matters like notifications for changes of address, passport details, etc.
  • Shareholder Meeting Management: Manage processes related to the annual shareholder meeting.
  • Governance Support: Support the Board in managing all corporate governance-related matters and preparing for shareholder meetings, including taking minutes and preparing resolutions.
  • Department Guidance: Assist the Head of the Department in providing guidance to the team comprising corporate secretarial, client services, and compliance professionals, ensuring KPIs and other standards are met.
  • Secretarial Advisory: Handle a wide range of corporate secretarial-related documents and provide corporate secretarial advisory to a portfolio of key clients.

4. Corporate Secretary Job Summary

  • Companies Act Compliance: Familiar with Companies Act compliance and filing requirements for private and foreign companies and maintenance of statutory records.
  • Annual Compliance Preparation: Prepare annual compliances and paperwork for Maybank Singapore Limited (“MSL”), Maybank Singapore Branch, and Singapore-incorporated entities within the Group (e.g., Year End audit, AGM documents, Annual Return, audited Financial Statements filing with ACRA).
  • LEI Renewal: Renewal of annual Sorak LEI application.
  • KYC Handling: Attend to KYC requests for MSL, Maybank Singapore Branch, and Singapore-incorporated entities, and conduct searches.
  • Meeting Preparation: Work with the team to prepare for MSL Board, ACB, and RMCC meetings (preparing cosec papers, coordinating with departments on presenters, collating papers, checking papers uploaded on Boardpac system, setting up meetings, etc.).
  • Minutes Template Assistance: Assist with the 1st cut of the Board/Committee minutes templates (e.g., attendees, titles of papers).
  • Minutes Drafting: Prepare draft minutes of ACB meetings for review.
  • Resolution Extracts: Prepare extracts of resolutions/minutes and materials requested by various units, regulators, auditors, etc.
  • Remuneration Management: Work with the executive on the monthly Directors’ remuneration payment (letters to directors, breakdown of fees, instructions to Human Capital and Finance).
  • Excel and Word Proficiency: Good with the application of Excel and Word in daily work.
  • Co-Secretary Assistance: Assist the Co-Secretary and VP.

5. Corporate Secretary Accountabilities

  • Document Preparation: Prepare/review statutory and regulatory corporate documents and oversee the preparation and coordination of these documents for all legal entities in APAC.
  • Apostille and Notarization: Facilitate apostille and notarization services with public notary and relevant bodies/authorities/embassies.
  • Corporate Record Maintenance: Maintain the company’s register, constitution, and corporate records such as share certificates, statutory returns and filings, and documents for all legal entities.
  • Compliance Assurance: Ensure accuracy and compliance with statutory and regulatory requirements.
  • Secretarial Matters: Handle the full spectrum of company secretarial matters in both local and offshore entities as well as team management.
  • Corporate and Fund Structures: Work on corporate and fund structures as well as Singapore employment pass applications.
  • QI and Secretary Role: Act as the named QI and company secretary for clients and the organization.
  • Meeting Organization: Organize and facilitate meetings for key stakeholders and various committees, prepare meeting materials, and write minutes.
  • Stakeholder Coordination: Work with internal and external parties, legal professionals, and regulatory bodies.
  • Regulatory Compliance: Ensure that legal rules and regulatory mandates are met.
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