Tuesday February 7, 2012
By LIZ LEE
KUALA LUMPUR: Company secretaries must stand their ground when advising their board of directors in light of a recent landmark sentence against a company secretary.
Companies Commission of Malaysia (CCM) CEO Datuk Azmi Ariffin said the corporate world has to restructure their mindset about company secretaries because their responsibilities within a company was no longer merely administrative.
“Many company secretaries face the challenging task of advising the board of directors on governance issues which are usually controversial in nature, but if principles of integrity, professionalism and ethical conduct are not compromised, I believe they have succeeded in discharging their duties,” he said.
He cited a recent landmark case of conviction where a company secretary was fined RM30,000 in default, three months imprisonment.
The document declared that the allotment of new shares was fully paid.
“The Court of Appeal further held that the information in Form 24 must be accurately recorded as to reflect the correct status of a company's paid up capital,” he added, noting that the court ruled that payment via a cheque for the purpose of subscribing company shares cannot be regarded as effective payment until the cheque is cashed or paid.
As a result the company secretary is now disqualified from holding any directorship post for the next five years and from taking up the same profession in Malaysia.
Senior director in the enforcement office of CCM Datuk Muhammad Redzuan Abdullah also advised company secretaries to step up if they know of non-compliance issues within their companies.
“If any non-compliance is brought into light, the finger will point at you. Company secretaries are at the forefront now.
“They are the ones overlooking the legality and illegality of the investments or projects their companies engage in.”
He emphasised that they should always give lawful advise to their directors and “whistleblow” if the directors refuse to comply as there is the Whistleblower Protection Act 2010 to safeguard them.
“If all the company secretaries uphold their principles and lead their conduct into the global scene, their profession will be one that people look up to,” he said.
Extracted from StarBiz (Tuesday July 5, 2011)