Once directors or business owners decide to change their business to an incorporated company, they have to face some of the legal demands for such a business. The role of a corporate secretary in Singapore has evolved tremendously in recent years. Many people assume the corporate secretary is there to assist the board chair or executive director. A corporate secretary does more than just taking notes. Today’s corporate secretaries are expected to research and have most, if not all of the answers to the questions raised about the company.
The corporate secretary needs to understand the company’s business model
When appointing a corporate secretary, the appointing body needs to choose someone who has or can understand the business model. The appointment does not have to be of someone who has been in the employ of the company. An outsider can be brought in, as long as the person has a clear understanding that one of his or her responsibilities is to understand the company and what the different structures in the business do.
Have an executive presence and excellent communication skills
The corporate secretary is the go-to person for people from all the different levels of the company should the need for clarification arise. The board members rely heavily on the corporate secretary for information. How the company secretary communicates tells a lot about the person’s ability to get people to listen and possibly take action.
The corporate secretary requires a presence that commands respect from other members, including the company’s executives. There are times when the secretary will be forced to halt decisions made by directors if they contravene the law, and this needs to be done with authority and respect.
Basic knowledge of corporate and securities laws
This is a fundamental attribute when appointing a corporate secretary. The responsibilities of the company secretary lie heavily on the aligning of decisions to corporate laws as well as the company laws. As a company grows, it is easy to sometimes lose sight on some of the rules, which may seem negligible but need to be followed. For example, when the company sells shares to raise capital, the list of shareholders needs to be updated. The company also needs to file returns at the right time and file the financial statements within the stipulated period. It is the responsibility of the corporate secretary to keep up with the schedule and the laws.
Possess the ability to discuss and get consensus across the board
Disagreements within the company are nothing new. Sometimes an idea may be acceptable to some members of the board, while others may not agree with the approach. It is up to the corporate secretary to research on ways to bridge the gap and find ways to gain a consensus even in situations that seem impossible.
This is one of the reasons a corporate secretary needs to have an executive presence. Having knowledge and appealingly communicating the facts may come in handy when there is an impasse. Using the law to get people to agree on the same thing is also essential. However, to do this, adequate knowledge and a discussion based on facts are essential.
It is evident that the position of the corporate secretary needs to be filled by a person who has integrity and one that is knowledgeable on law.