Call of duties: the increasing importance of company secretaries in Macau
João Nuno Riquito and Belmiro Leong of Riquito Advogados explain the expanded role of the company secretary in Macau and its relation to good corporate governance.
The role of a company’s secretary in the overall governance of the company appears to be widely neglected and often goes ignored in Macau SAR. This may be explained by the fact that the law does not require the designation of a company secretary for every type of company, and that the leading role in terms of governance is entrusted to the (board of) directors and the supervisor (or supervisory board). However, it is plainly wrong to ignore the position of the company’s secretary.
A secretary´s role used to be strictly administrative, handling only the paperwork of the company. Now, a wide range of relevant duties, rather than being entrusted to the directors, are assigned to the company’s secretary, including the following:
Certifying certain documents – for example, translations, meeting minutes and articles of association – or certifying the signatures and identities of the shareholders and directors in the company;
Preparing the shareholders´ general meeting or the meeting of the board of directors, including preparing and signing the meeting minutes;
Assisting the company’s president in handling and dealing with procedural issues during meetings (such as verifying any conflicts of interest of the shareholders or the board members, and their voting restrictions), especially when the company secretary is a lawyer;
After any new registrable resolution has been passed, the secretary has the responsibility to proceed with the registration process or its publication in the relevant journals; and
The company´s legalised minute books have to be maintained in an up-to-date and orderly manner by the secretary, ready for consultation by the shareholders or interested parties in the company.
The shareholders can access the company´s operation status when the referred-to duties are carried out. Smooth operation of the company safeguards the shareholders’ interests, while effective corporate governance can help to facilitate the company´s further development.