Keynote Address By Prof Tan Cheng Han, Chairman, SGX RegCo At The Chartered Secretaries Institute Of Singapore's Listed Companies Forum 2024

5 months ago 108

Mr Raymond Lam, Chairman, CSIS,

Friends and Colleagues,

Good morning,

1            Thank you for inviting me here today. I am honoured to have the opportunity to share my views on the role of company secretaries in Singapore, and how it is evolving.

Traditional Roles of the Company Secretary – “What People Think You Do”

2            The company secretary is a key officer of any company, who (often together with General Counsel) is responsible for ensuring that the company complies with relevant laws and regulations. The company secretary also acts as a bridge between the board of directors, the management, and the shareholders, facilitating effective communication and collaboration among them.

3            In Singapore, in addition to the Companies Act which sets out the statutory duties of all company secretaries, the duties of a company secretary are also governed by the specific constitution of the company and for listed companies, the listing rules of SGX and the Code of Corporate Governance.

4            Traditionally, the company secretary has had to perform various administrative and operational tasks, such as maintaining the statutory registers and records, arranging for, and attending shareholder and board meetings, preparing and filing the necessary documents, issuing share certificates, and so on. These tasks may seem mundane, but they are essential for the smooth running of the company and the protection of its interests.

Company Secretary as the Chief Governance Officer – What you Also Do

5            However, the role of the company secretary is not limited to these compliance and administrative functions. In fact, the company secretary can – and in my view should – play a more strategic and value-adding role, acting as the chief governance officer of the company.

6            What is a chief governance officer, you may ask? Just like any other member of the C-Suite, the chief governance officer in an institution is a senior executive who is tasked with the overall direction and marshalling of people, processes, systems, and other resources in a particular area – and in this case, to deliv...

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