With more complex developments in company legislation and the creation of business collaborations to result in larger groups of companies, the role of a company secretary has evolved from just a normal employee to one who is far more important in any company. A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behaviour from company secretaries at all times.
This Code of Ethics, in general, can be understood to be an adoption of ethics for corporate affairs, which have been formulated to enhance the standard of corporate governance and to instil professionalism and effectiveness in the performance of duties amongst company secretaries.
This Code of Ethics needs to become a code of courtesy that will state all that is true or false and what that is good or bad from a moral point of view.
This Code of Ethics is based on the principles in relation to sincerity, integrity, responsibility and corporate social responsibility.
This Code of Ethics is formulated to enhance the standard of corporate governance and to instil good corporate behaviour in order to achieve the following aims:
1. To instil the practice of professionalism amongst company secretaries based on the tenets of moral responsibility, competency and effectiveness in administration; and
2. To uphold the spirit of responsibility and social accountability in line with the legislation, regulations and guidelines for administrating a company.
In the performance of his duties, a company secretary should always observe the following codes:
1. Strive for professional competency and at all times exhibit a high degree of skill and proficiency in the performance of the duties of his office;
2. At all times, exercise the utmost good faith and act both responsibly and honestly with reasonable care and due diligence in the discharge of the duties of his office;
3. At all times, strive to assist the company towards its prescribed objectives based on the tenets of moral responsibility, efficiency, and effectiveness in administration;
4. Have a clear understanding of the aims and purpose of the company as well as the powers and restrictions as provided in the Memorandum and Articles of Association of the company;
5. Be knowledgeable of regulations and procedures for meetings, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings;
6. Neither direct, for his own advantage, any business opportunity that the company is pursuing nor use or disclose to any party any confidential information obtained by reason of his office, for his own advantage or that of others;
7. Adopt an objective and positive attitude and provide full co-operation for common benefit when dealing with government authorities or regulatory bodies;
8. Disclose to the board of directors or an appropriate public officer any information within his knowledge that he honestly believes suggests that a fraud is being, or is likely to be, practised by the company or by any of its directors or employees;
9. Limit his secretaryship of companies to a number in which he can best and fully devote his times and effectiveness;
10. Assist and advise the directors to ensure that the company, at all times, maintains an effective system of internal control for the keeping of the necessary registers and accounting records;
11. At all times, be impartial in his dealings with shareholders, directors and, without fear or favour, use his best endeavours to ensure that the directors and the company comply with the relevant legislation, contractual obligations and other relevant requirements;
12 .Be present in person, or ensure that in his absence he is represented, at the company’s registered office on the days and at the hours that the office is accessible to the public;
13. Advise the board of directors so that no policy which is in conflict with the interest of the company’s stakeholders is adopted by the company;
14. Be aware of all reporting and other requirements imposed by the statute under which the company is incorporated;
15. Be present or represented at company meetings and not allow himself or his representative to be excluded or withdrawn from those meetings in a way that would prejudice his professional responsibilities as secretary of the company.