COMPANY SECRETARY (CS)INTRODUCTION

COMPANY SECRETARYI once heard it said that the secretary is the one that keeps the minutes and waste the hour- Alfred Read

COMPANY SECRETARYIt is the secretary's duty to record the decisions of the directors accurately or as the cynics would have it, inaccurately. While the great ones repair to their dinner, the secretary stays growing thinner and thinner, racking his brains to record and report what they think they ought to have thought - Anonymous

COMPANY SECRETARYA secretary is a mere servant; his position is he is to do what is told, and no person can assume that he has any authority to represent anything at all.. Barnett Hoares & Co. v South London Tramways (1887)

COMPANY SECRETARYBut times have changed. A company secretary is much more important person nowadays than he was in 1887. He is an officer of the company with extensive duties and responsibilities. This appears not only in modern Companies Acts but also by the role that he plays in the day to day business of companies. He is no longer a mere clerk Panorama Developments case (1971)

THE NEED FOR CSSec: 139(1-6) CA 1965Every co. shall have one or more secretaries each of whom shall be a natural person of full age who has his principal or any place of residence in MalaysiaThe first secretary of a company shall be named in the memorandum or articles of a company

The Need for CS Cont..The office of secretary of a company shall not be left vacant for more than one month at any one time.The secretary or secretaries shall be appointed by the directors and at least one of the secretaries shall be present at the registered office of the company.

QUALIFICATION FOR CSSec: 139A Ca 1965a.No person shall act as a secretary of a company unless..He is a member of a professional body, or any other body, which has for the time being been prescribed by the Minister by notification published in the Gazette b. or, he is licensed by the registrar for the purpose.

PRESCRIBED BODIESMAICSA (Malaysian Association of the Institute of Chartered Secretaries and Administrators)MIA (Malaysian Institute of Accountant)MICPA (Malaysian Institute of Certified Public Accountant)Bar CouncilSabah Law Association

PRESCRIBED BODIES ..ContAdvocates Association of SarawakMACS ( Malaysian Association of Company Secretaries)

DISQUALIFICATION FOR SCSec: 139C CA 1965A person shall be disqualified to act as a secretary if, a. he is an undischarged bankruptb. he is convicted whether within or without Malaysia of any offence mentioned in subsection(1) of S:130.

DISQUALIFICATION ..Contc. He ceases to be a member of the body prescribed by the minister under S:139A; ord. He ceases to be a holder of a valid license issued under S:139B.A person who continues to act as a secretary for a company after he is disqualified shallrender himself and every director who knowingly permit him to act in the capacity liable and guilty of an offence against the Act.

DUTIES AND RESPONSIBILITIESRefer to Companies Act 1965, Companies Article and Board of directors.Fundamental duties are the statutory duties such as ensuring that all required returns (i.e. the prescribed form) are made to the CCM and are in order; that the documentation of the company (i.e. the minutes, the resolution etc) are in order and that the companys statutory books are properly maintained.

Duties and Responsibilities..cont..Principal responsibilities is to their directorsAn officer of the companyWill be personally accountable for their action particularly in regard to statutory duties and will be liable to all the penalties prescribed by the Act for an officer default.May be responsible for other functions such as accounting, personnel etc

ETHICAL CODE FOR CSMinister of Domestic Trade and Consumer Affairs had launched the Company Secretarial Code on 4/7/1996.2 main objectives:1. To encourage the CS to be a good professional based on morality, productivity and effectiveness in administration.2. To encourage the CS to be more responsible and accountable for their duties.

ETHICAL CODE FOR CSE.g strive for professional competency at all time, at all times exhibit a high degree of skill and proficiency etcRefer to http://www.ssm.com.my/en/services_code.php

APPOINTMENT OF CSArticle 95, Table 4, CA 1965 The board will pass a resolution formally to appoint the secretary Form 49 must be filed with the CCM informing the appointment , within a months period from the date of effective appointmentThe register of Directors, Managers and secretary is updatedThrough AGM if required by article

FIRST SECRETARYThe first secretary shall be named in the ArticlesThe appointment shall be with effect from the date of the incorporation of the companyThe first secretary is required to make a declaration that:1. He is not disqualified under S:139C of the Act to act as secretary 2. He consents to be named in the M&A as the first secretary

PROFESSIONAL BODIES FOR CSA. ICSA (The Institute of chartered Secretaries and Administrators)- 1891 in UK, head office in London - has been recognized as company secretarys professional bodies around the world- branches around the world

PROFESSIONAL BODIES Cont..B.MAICSA (Malaysian Association of the Institute of Chartered Secretaries and Administrators)- 1959 in Msia (the member of ICSA)- limited for Malaysian residence.- has been recognized as prescribed professional bodies on Sept 1992- the members could automatically be a CS(http://www.maicsa.org/default.aspx)

Members of ICSA/MAICSA1.Associateship-ACIS-age 21 yrs with working experience 6 yrs -Holding the post which is related to the field

2. Fellowship-FCIS-age 25 yrs with working experience 8 yrs-Holding the senior post 3 yrs-be a member of ACIS while applied

Course StructureMAISCA Professional Diploma in Corporate Administration Business Economics Business Communications Business Organisation and Management Managing Information Systems Business Law Business Accounting Corporate Compliance and Practice Law and Practice of Meetings ICSA International Qualifying SchemeProfessional Part 1 Financial Accounting Corporate Law Taxation Strategic and Operations Management Professional Part 2 Corporate Governance Corporate Administration Corporate Financial Management Corporate Secretaryship

Cont..C. MACS (Malaysian Association of Company Secretarial) -1989 in Malaysia (Local professional bodies)- prescribed on September 1997-Types of memberships: Registered Student, Provisional Member, Member Fellow Associate,

1.Member- MCCS -pass qualifying exam or qualified to member of MAISCA, MIA,MICPA,MBA -has experience (at least 5yrs) in company secretarial duties or holding a senior post to the field - Certified Company Secretary

2. Fellow- FCCS - 5 y rs be a MCCS -10 yrs experience in company secretarial duties

3. Associate-AMCCS -For whom do not qualified to be MCCS or FCCS but holding the license from CCM -be a CS practitioner 3 yrs

The examination structure (w.e.f. June 2008 sitting) is as follows: - FOUNDATION STAGEMODULE A Paper 1.0 - Malaysian Economics and Business Environment Paper 2.0 - Quantitative Analysis Paper 3.0 - Business Communication

MODULE B Paper 4.0 - Financial Accounting Paper 5.0 - Management Accounting Paper 6.0 - Information Technology PRE-PROFESSIONAL STAGEMODULE C Paper 7.0 - Business Organisation and Management Paper 8.0 - Human Resource and Industrial RelationsMODULE D Paper 9.0 - Malaysian Business Law Paper 10.0 - Malaysian Taxation I PROFESSIONAL STAGEMODULE E Paper 11.0 - Company Accounts and Reporting Paper 12.0 - Malaysian Taxation II Paper 13.0 - Financial ManagementMODULE F Paper 14.0 - Professional Practice and Ethics Paper 15.0 - Company Secretarial Practice Paper 16.0 - Malaysian Company & Securities Law

ChangesSept 1992- section 139(A)-Qualification of CS4/7/1996- Company Secretarial Code 1997 all LCS need to be member of CS bodies1997 - MACS has been approved as prescribed CS body1998- Section 139(6)- every CS before appointed, need to make declaration in prescribed form (F48F) that he is not in contravention of s139A and s139C; and he consents to act as a CS.

1998-Sect 16 (2) Changes in F6 which include CS consent to be named in the Article as 1st CS.1998-Sect 139 (1C)- CS can vacate the office if he cannot communicate with director of the co at last known residential address, on the expiry of 1 month from the date of notice (F48E) to CCM.

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