Outline the roles of the following in relation to corporate governance.
a. Company secretary (8)
b. Nominations committee (8)
c. Audit committee (8)
d. Shareholders of a company (9)
a. Company Secretary
As an officer of the company at the centre of the decision-making process, the Company
Secretary has a major duty to play in ensuring that good corporate governance is practiced. He/she should assist and guide the directors in their pursuit of profit and growth but must also act with integrity and impartially to protect the interests of the company, its shareholders, its employees and other key stakeholders such as the Government, suppliers, the society at large, among others ICPS(2009).
The Company Secretary must ensure that the procedure for directors’ appointment is properly carried out. He/she should assist in the proper induction of directors, including assessing their specific training needs relative to the statutory and regulatory requirements. He/she also needs to be availed to provide comprehensive practical support and guidance to directors in their individual capacities in addition to guiding all of them collectively. Here particular emphasis is put on supporting the non-executive directors.
Company Secretary duty is also to advise the Directors and substantial shareholders, on their share dealings be it in open or closed period (www.bursamalaysia.com). They also indicate what their timeframe for reporting are and how to report. Company Secretary also the one to alert Directors and substantial shareholders from dealing is shares as and when they are in possession of price sensitive information.
The secretary should also ensure unhindered access of information by all board and board committee members to maximize their ability to contribute to board meetings, discussions, decision making etc ICPS (2009). Further to these tasks, the Company Secretary needs to assist in the...