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The board Directors Specific requirements for INEDs Board committees Company secretary
Role and functions

  • Company secretaries have a wide range of functions, including:
    • Helping the issuer develop and maintain a sound and effective corporate governance framework and periodically reviewing whether its corporate governance processes are fit for purpose.
    • Keeping abreast of developments in laws, rules and regulations that may affect the issuer’s business and operations, and briefing the board on these developments.
    • Managing the logistics of board and board committee meetings and ensuring that board and committee policies and procedures are followed.
    • Facilitating induction training and continuous professional development of directors.
    • Providing advice to the board and senior management on compliance and governance matters in their decision-making process.
    • Helping the board formulate and foster a robust compliance culture to meet both regulatory and investor expectations and overseeing that good governance practices and culture are upheld by the company.
  • Company secretaries also serve as a crucial conduit of communication between:
    • The board and the management: The company secretary facilitates a good information flow by, on one hand, updating the chief executive officer and the board (including INEDs) on the information provided by senior management, and on the other hand, conveying the board’s decisions to senior management.
    • The issuer and its shareholders: The company secretary ensures a good channel of communication through emails or at the issuer’s general meetings.
    • The issuer and the regulators: When the issuer receives enquiries from a regulator, (e.g. the Exchange), the company secretary should work with the board and senior management and assist in responding to the regulator in a timely manner.

Selecting the company secretary
External service provider as company secretary

Download Topic – Board and Directors Download full guide