A company secretary is not a member of the board. They are responsible for the administration of the company particularly in ensuring compliance.
Members of the board are usually composed of directors, shareholders, or people with interests in the company. In Singapore, a company is required to hire at least a local director to start with, and the maximum limit for number of directors that is allowed is stated in the company’s constitution. In a situation where your company elects only one director, then you will need to hire a different individual to be the company’s secretary. Typically, it is a requisite for companies in Singapore to have at least a minimum of 2 company officers.
A member of the board usually gets elected in the company’s Annual General Meeting (AGM) and the members are not only limited to directors but may include independent directors and non-executive director.
Independent directors here refer to directors who do not have any material monetary relationship with the company except for their approved remuneration. Non-executive directors are company’s board of directors who is not part of the executive team as they do not engage in the day-today management of the company but is involved in the planning and policy making efforts.
The major role of a company secretary is to make sure the company complies with the rules and regulations as well as look into the internal proceedings of the company. We dive into the requirements, roles and responsibilities, and duties of a company secretary in this (requirements of a company secretary) article.
1. Administrative role to the company
The company secretary performs compliance paperwork tasks to ensure the company is compliant with the Singapore Companies Act, The Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).
2. Advisory role to the directors
A company secretary provides guidance on proper corporate governance and ethical business practices to the board of directors. This includes advisory on director’s duties in relation to financial reporting to ACRA and IRAS.
3. Liaison-role to the shareholders
The company secretary should maintain regular contact with the shareholders to ensure that their interests are heard by the board of directors.
4. Fiduciary role to the company
In the case of negligence or breach of fiduciary duties, the company secretary can be held liable. The company secretary is expected to carry out their duties with care and diligence, not make any secret profit while carrying out their functions and more.
A company secretary is involved in managing and assisting any matters pertaining to the board of directors. Below are the brief duties of the company secretary towards the board: