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Malaysia – Company Secretary‘s Code of Ethics

Company Secretary‘s Code of Ethics


With the increasing complexity of Company Laws and the continued rationalization of business into larger groups of companies, the position of the company secretary in relation to the affairs of the company has evolved from being a mere servant to a much more important person in a company.



This Code of Ethics is formulated to raise the standard of corporate governance and to inculcate good corporate behaviour to achieve the following objectives:-


To instil professionalism among company secretaries within the tenets of morality, efficiency and administrative effectiveness; and


To uphold the spirit of social responsibilities and accountability in line with the legislations, regulations and guidelines governing a company.



In the performance of his duties, a company secretary should always observe the following codes:


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;


At all times exercise the utmost good faith and act both responsibly and honestly with reasonable care and due diligence in the exercise of his powers and the discharge of the duties of his office;


At all times strive to assist the company towards its proper objectives within the tenets of moral responsibility, efficiency, and administrative effectiveness;


Have a clear understanding of the aims and objectives of the company, and of the powers and restrictions as provided in the Memorandum and Articles of Association of the company;


Be knowledgeable of law of meetings, meeting procedures, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings;


Neither direct for his own advantage any business opportunity that the company is pursuing, nor may he use or disclose to any party any confidential information obtained by reason of his office for his own advantage or that of others;


Adopt an objective and positive attitude and give full co-operation when dealing with governmental authorities and regulatory bodies;


Disclose to the board of directors or an appropriate public officer any information within his knowledge that he honestly believe suggests that a fraud is being or is likely to be practiced by the company or by any of its directors or employees;


Limit his secretaryship of companies to a number in which he can best and fully devote his times and effectiveness;


Assist and advise the directors to ensure at all times that the company maintains an effective system of internal control, for keeping proper registers and accounting records;


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 legislations contractual obligations and other relevant requirements;


Be present in person or ensure that in his absence he is so represented at the company’s registered office on the days and at the hours that the office is accessible to the public;


Advise the board of directors that no policy is adopted by the company that will antagonise or offend any stakeholders of the company;


Be aware of all reporting and other requirements imposed by the statute under which the company is incorporated; and


Be present or represented at meetings and do not allow himself or his representative to be excluded or withdrawn from those meetings in a way that prejudices his professional responsibilities as secretary of company.


This Code of Ethics may be broadly understood as the application of ethics to corporate affairs, is formulated to enhance the standard of corporate governance and to instil professionalism and effectiveness among the company secretaries.

This Code of Ethics should serve as a code of human conduct and to deal with the question of what is morally right or wrong and what is morally good or evil.