How Has the Role of the Company Secretary Evolved?

When you incorporate and run a business in Singapore, there are specific requirements that you need to meet.

Some of these requirements include:

• Having a company director
• Having a registered office address

One essential requirement is the need for a company secretary, who is regarded as the backbone of the company in many areas.

What is a Company Secretary?

A company secretary plays a crucial role by ensuring that the company complies with all relevant laws and regulations. 

They also provide secretarial and administrative support to the board of directors.

What is the Main Role of a Company Secretary?

Company secretaries of the modern world have to manage various complicated tasks. Here are some key responsibilities of a company secretary:

1. Ensure that company directors are aware of filings required by the Accounting and Corporate Regulatory Authority (ACRA)
2. Ensure corporate governance best practices are implemented
3. Protect the company’s interests at all times
4. Preparing the annual general meeting (AGM)
5. Overseeing company restructuring and share capital
6. Keep shareholders and directors regularly updated on changes in corporate regulations, where applicable
7. Make sure that the company’s registers and minutes books are constantly maintained and updated
8. Facilitating succession planning and the transition process

Related Read: Roles and Responsibilities of a Singapore Company Secretary »

Is a Company Secretary Mandatory in Singapore?

Under the Singapore Companies Act of 1967, companies in Singapore must engage a company secretary within 6 months from their incorporation date.

If the seat is vacant for over 6 months, the company directors may be slapped with a fine of up to S$1,000.

Engage Company Secretary

What Are the Company Secretary Requirements in Singapore?

Only some people can be a company secretary in Singapore. The candidate must fulfil these general requirements:

• Be a resident of Singapore, e.g., a Singapore citizen or Permanent Resident
• Be a natural person
• Must not be the sole director of a business

Related Read: 8 Things to Do After Incorporation of Your Singapore Company »

How Has the Role of the Company Secretary Evolved?

In the past, a company secretary was more of a minor administrative individual. Today, it represents a critical governance and advisory role responsible for many internal tasks.

Here’s a deeper look at some of the responsibilities a company secretary has today:

Prepare Virtual Board Conferences

Since the pandemic struck in 2019, businesses have moved online for board activities. For example, they began to use digital platforms like Zoom for their conferences or meetings.

Now, corporate secretaries are tasked to handle these board conferences and committee procedures using virtual tools.

They must ensure that the meetings are accessible and appealing to the shareholders.

Company secretaries also have to conduct AGMs in either virtual or hybrid formats and must therefore be highly digitally adept.

Assess Future Risks

COVID-19 showed many corporations that they had unuseable and unrealistic risk processes. It also revealed the need for foresight in seeing key business risks.

A company secretary must work with company boards to advise and make sure that the firm is well-prepared to fend off future business risks.

Hence, it has since become an added duty for corporate secretaries to do so and assist boards in catching these risks better and turning them into advantages instead.

Improve and Maintain High Corporate Governance Standards

One of the most significant changes in a company secretary’s role of late is the responsibility of creating and applying systems to encourage and maintain good corporate governance.

Company secretaries need to be well-versed in various frameworks and systems, and the business environment. Today’s world is increasingly driven by environmental, social, and governance (ESG) principles, technology, and digitalisation.

It means that they must have a strong understanding of ESG frameworks and factors and regulatory frameworks for the digital world and its related technologies.

They must also carefully monitor regulatory, legislative, and corporate governance changes for compliance and to determine how they will affect decision-making.

This will enable them to create deeper and more meaningful conversations and raise education about these upcoming industries. It is especially so for company secretaries in the dynamic and ever-evolving regions of Southeast Asia.

Digitalise Corporate Governance

Businesses are shifting away from conventional methods and moving towards digital. 

Apart from conducting board conferences digitally, having a robust digital strategy will also improve corporate governance through tools empowerment for better strategic decisions.

Here are some examples:

• Using e-signing tools to streamline daily operations
• Using a secure online meeting platform for board meetings, training, and conferences
• Using a portal specifically for board members to ensure efficiency and security

FAQs

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