Question 1 Mr Sojisu involves actively in the administration of Young Generation Berhad
Question 1
Mr Sojisu involves actively in the administration of Young Generation Berhad(YGB). As a chartered secretary of YGB, he plays an important role in the governance and administration of the company’s affairs as he is responsible to the board of directors, the officers and the shareholders. Occasionally, he is tasked with special projects such as purchasing of insurance ,venue arrangements for annual general meeting and other miscellaneous administration tasks. Mr Sojisu is confused about his job scope and has consulted you for your advise.
With reference to the above statement, advise Mr Sojisu on the following:
a)Define corporate administration and explain THREE(3) examples of a corporate administrator.
b)Explain the roles of corporate administration and discuss whether Mr Sojisu is a corporate
administrator.
Name : Vincent Choo Student ID: 16ABD13360
Question 1(a)
– Corporate administration is the management of different kind of affairs in and out of a
corporation.
– Corporate Administrator is:
?Mediator between the company, its board of directors, stakeholders, government and regulatory authorities.
?Professionals, who have expertise in corporate laws, capital markets, security laws and corporate governance.
?Adviser of the Board of Directors(BOD) on the kind of practices to be adopted in corporate governance.
Question 1(b)
The corporate administrator is the one who working towards to ensure the private and public company to be practising the best corporate activities which do not against the law and regulations. The job scope of a corporate administrator is quite wide. They need to provide useful advises to the top management executives regarding certain issues. Hence the required skill and qualifications are very high for a person who wants to become a corporate administrator. Generally, there three responsibilities form the role of a corporate administrator. Firstly, the legal responsibilities, stated in the Companies Act 2016. Secondly, the quasi-legal obligation, the capacity to be the corporate advisor and assistant of the board of directors. Thirdly, managerial role, arises when he or she is appointed to incharge of specific task or undertake certain assignments.
As Mr Sojisu is carrying similar duties of a corporate administrator such as AGM arrangement, then he is entitled with the position. Besides, Mr Sojisu is also a chartered secretary which means that he is well qualified to carry out the job position.
Name : Cheong Zhen Zhe Student ID: 16ABD12351
Question 1(a)
The definition of corporate administration is the procedure to manage a business remains stable and continues to rise. This also includes of a number of regions, ranging from operations to management.
The first examples of corporate administrator is mediators. Between the company, its board of directors, stakeholders, government and regulatory authorities.
Second example will be professionals, who have expertise in corporate laws, capital markets, security laws and corporate governance.
Third will be the advisors of the Board of Directors (BOD) on the kind of practices to be adopted in corporate governance.
Quention 1(b)
Generally the roles of corporate administrators in to ensure the well-being and growth of the company, its Board of Directors (BODs) and all stakeholders and that best management practices and work ethics are followed.
One of the role is the legal responsibilities. It can be defined in corporate law, specifically with regard to the matters spelled out for chartered secretaries under the Malaysian Companies Act 1965. (newly enacted Companies Act 2016)
Second will be Quasi-legal obligation. It arises in his capacity as corporate advisor and assistant to the Board of Directors (BODs).
Managerial role. It emerges when he is entrusted to look into specific issues, or undertake specific assignments.
In conclusion, Mr Sojisu is a corporate administrator generally.
Name : Law Shi Yao Student ID: 16ABD12227
Question 1(a)
The example of a corporate administrator is mediators. A corporate administrators also act a mediators within the company. They should communicate with the board of director, shareholders, government and regulatory authorities. Besides that, they should maintain communicate between the company with the shareholder. A corporate organization could be a legal entity with a structured governance system and a definite identity. They coordinate operational activities and advise prime company executives on a good array of legal, leadership and business issues. This career is right for professionals with advanced formal qualifications and superior talent skills.
As a corporate administrators should professionals. They must expertise in corporate law, capital markets, security laws and corporate governance. They need to earn at least a degree education in business, law, accounting and public administration. Their job also act as an advisor for the company. An advisor if the board of the director (BOD) on the kind of practices to the adopted in corporate governance.
Question 1(b)
Functions of a corporate administrators is to ensure company work as well and growth well. They should also followed the board of the directors and shareholders and that best management practices and work ethics. Roles of the corporate administrators are a mixture of legal. Quasi-legal, and managerial. Legal responsibilities defined in corporate law under newly enacted companies Act 2016. Quasi Legal obligation is to arise in his capacity as corporate advisor and assistant to the Board of the Director. Managerial role will emerges when he is entrusted to look into specific issues or undertake specific assignments.
Yes, Mr.Sojisu is corporate administrator. Because he hand play important role in the governance and administration of the company affairs as he is responsible to the board of directors, the office and the shareholders.
Name : Tan Kai Lek Student ID: 16ABD12253
Question 1(a)
– Corporate Administration is a kind of management for the affairs of an organization.
– Examples of a corporate administrator:
1.Mediators: People who mediate between the company, its board of directors, shareholders, government and regulatory authorities.
2.Professionals: People who have expertise in corporate laws, capital markets, security laws and corporate governance.
3.Advisors: Give advise and suggestion for the board of directors on the kind of practices to be adopted in corporate governance.
Question 1(b)
It perform different roles to assists the organizational strategists and facilitate functional specialists in discharging their respective responsibilities. It help the organization achieves its objective, maximizes its success, and attains competitive advantage. Not only that, it also ensure that their management approach is consistent with the complexity and turbulence of the business environment.
Besides that, it is used to ensure the well-being and growth of the company, its board of directors and all stakeholders and that best management practices and work ethics are followed.
1.Legal responsibilities: Defined in corporate law, specifically with regard to the matters spelled out for chartered secretaries under the Malaysian Companies Act 1965 and after that it newly enacted as Companies Act 2016.
2.Quasi-legal obligation: It arises in its capacity as corporate advisor and assistant to the board of director.
3.Managerial role: Emerges when he is entrusted to look into specific issues, or undertake specific assignment.
Mr Sojisu is a corporate administrator as he preform roles of corporate administrator like purchasing insurance, venue arrangement for annual general meeting(AGM), and others.
Question 2
Explain the duties and responsibilities of a corporate administrator towards directors, officers and shareholders in an organization.
Toward board and committee meetings, corporate administrator ensures smooth operation of the corporate meetings, determine the agenda of meetings, gives notices to directors and committees, must be knowledgeable in corporate, legal and regulatory matters ,drafts and distributes, and ensures meetings follow certain set of rules.
Toward shareholders, corporate administrator prepares and distributes proxy statement, notice of meetings and annual report, and negotiates with shareholders regarding their proposals, helps directors and management prepare to respond to shareholder questions at the meeting by creating briefing materials and alerting directors and management to ” hot-button” issues, and solicits proxies to achieve quorum and tabulates votes.
Toward officers, corporate administrator knows what documents and records need to be created and what matters they should, or should not, contain, and maintains records including protection, filing, access, arrangements in accordance with law, understands the significance and substance of a wide variety of matters and may need to develop procedures to assure the accuracy of many different types of documents and maintain records of the subsidiary companies.
Question 3
Discuss the TWO(2)types of duties of charted secretaries and provide ONE(1)example for each duty stated.
The two kinds of duties of charted secretaries are core and additional. Core duties is legal obligations and consequent offences and those which result from best practice. One example of core duties is board meetings. Additional duties tend to take a substantial amount of the charted secretaries’ time. One example of additional duties is legal.
Question 4
As a charted secretary of Young Generation Berhad, Mr Sojisu is responsible in facilitating and organizing board and general meetings. Analyse the importance of annual general meeting(AGM), the procedures in organizing AGM and the consequences for breaching the laws. Support your answer with relevant legislation(under the Companies Act 2016)
The importance of annual general meeting(AGM)
o provides opportunity to members, supervise and question the directors on matters relating to the operation of the company and gives chance for members to pass resolutions through voting in matters relating to the company. As the general meeting will carry out the following activities under Companies Act 2016 section 340 (1)(a) display of audited financial statements and reports of directors and auditors; (b) replacement of the directors by electing new directors; ( c ) appointing new directors and fixing of the directors’ fees; (d) other resolution stated on the notice or accordance to the act. In short, the Annual General Meeting is the only chance for the members to voice out their opinions and meeting the directors who are managing the company for them. For the directors and other officers, the meeting provides them a platform to display themselves on what they have been contributing for the company. They may also get the chance to receive many suggestions from the discussions to better management of the company.
Procedures of Annual General Meeting:
In accordance to Companies Act 2016 section 340-
(1) (a) Annual General Meeting shall be convened within six months of the company’s financial year end;
(1) (b) not more than fifteen months after the last preceding annual general meeting
Step 1: Preparing the documents needed for the annual general meeting
– Prepare the document like financial statements and the directors’ reports. The documents should be checked by the audited committee to ensure no mistakes.
Step 2: The nomination of potential new directors.
– As the concurrent directors are going to be retired during the AGM, hence the nomination is needed, it shall be carried out three months before the AGM
Step 3: Meeting of board directors.
– The meeting is mainly to review and approval of the documents. Besides, the venue, date,and time of AGM will be conducted will also be decided during the meetings
Step 4: Issuing notices to the members.
The notice should contain sufficient information such as time, date and venue of the AGM. The issues will be discussed at the day must also be informed. These information will help the members decide to or not to attend the meeting.
Companies Act 2016 Section 316-
(2)(a) notice of annual general meeting for public company should be sent to the members at least twenty one days or longer period accordance to its constitution
(3)With the agreement of the entitled members to attend the meeting, the notice could be shorter than the period stated in section 316 (2) (a)
Step 5: Conduct the AGM in where:
?a quorum as determined by the Articles
?in which there is a presiding chairman
?from which no persons who are entitled to attend are excluded
The attendees must be greet with good manners.
The chairman will be presiding the AGM according to CA 2016 Section 329:
(1) The chairperson of the board should preside at every general meeting
(2) If the chairperson is not presented within fifteen minutes, the members who attend shall appoint one of the members to be the chairperson of the meeting
Step 6: Run the meeting as follow by the agenda prepared. Furthermore, take down the minutes and record the results of every resolutions, elections, and voting.
Company Act 2016 Section 341-
(1) Each company shall keep records consist of
(a)every resolution passed
(b)Minutes of meetings
(c)Details provided accordance to section 344
(2)the records shall be kept at least seven years from the date of the meeting
Step 7: After all the matters have been discussed and dealt with, conclude the meeting and announce end of Annual General Meeting. Greet the guests and treat them with the refreshments.
Step 8: It is time to deal with the post meeting works.
The voting outcome will be announced. Afterwards, review and check the minutes, sign on it if no problem occurred
Consequences for breaching the law
Companies Act 2016mSection 340 –
(5) Failure to conduct the annual general meeting, the court will order the company to convene the meeting upon the application of members.
(6) The officer or directors of the company will also be fined not exceeding TWENTY THOUSAND RINGGIT if contravened with CA 2016 S340 (1), (2), and (3)
Companies Act Section 341-
(1)Officer who breaches the section 341 shall be on conviction and will be fined not exceeding TEN THOUSAND RINGGIT, and FIVE HUNDRED RINGGIT for each day of continues offence.
Question 5
Besides organizing board and general meetings, Mr Sojisu also deals with Companies Commission of Malaysia(CCM) particularly for the submission of statutory documents such as annual return, audited financial accounts, change in the registers of directors, return of allotment, attending trainings by CCM and etc. Discuss the main activities, functions and powers of CCM.
Main activities of CCM
To serve as an agency to incorporate companies and register businesses as well as to provide company and business information to the public and to ensure compliance with business registration and corporate legislation through comprehensive enforcement and monitoring activities to sustain positive development in the corporate and business sectors of the nation.
Functions of CCM
?To ensure that the provisions of the CCM act and laws are administered enforced, given effect to, carried out and complied with;
?To act as agent of the government and provide services in administering collecting and enforcing payment of prescribed fees or any other charges under the laws administered
?To regulate matters relating to corporations, companies and businesses in relation to laws administrated
?To encourage and promote proper conduct amongst employers and employees, amongst directors, secretaries, managers and other officers of a corporation, self-regulated corporations, companies, businesses, industry groups and professional bodies in the corporate sector in order to ensure that all corporate and business activities are conducted in accordance with established norms of good corporate governance;
?To enhance and promote the supply of corporate information under my of the laws administered, and create and develop a facility whereby any corporate information received by the companies commission may be analysed and supplied to the public
?To carry out research and commission studies on any matter relating to corporate and business activities in relation to the laws administered
?To advise the minister generally on matters relating to corporate and business activities
?To carry out all such activities and do all such things as are necessary or advantageous and proper for the administration of the companies commission or for such other purpose
Powers of CCM
?The main powers wielded by the companies commission include the power to process, approve and register companies and businesses, and the power to do all things in connection with its enforcement of the above laws.
?Among others, this means it has the power to call for information from, and to conduct inspections and investigations of companies and businesses, and it has the power to undertake proceedings for any offence against the said laws. It is also powered to enforce and collect fees as an agent of the government under the laws.
?To utilise all assets of the companies commission, both movable and immovable, in any way deemed fit and appropriate by the companies commission including to obtain loans by the charging of those assets
?To impose fees or charges for services rendered by the companies commission as prescribed by the minister through regulations established under section 40
?To appoint agents, experts or consultants, as deemed necessary, to aid the companies commission in carrying out its functions
?To provide loans to employees of the companies commission for purposes approved by the minister
?To plan and carry out human resource development as well as cooperative and financing programmes for proper and effective implementation of its functions
?To collaborate or cooperate with any other societies, bodies or government agencies to form smart partnerships in implementing the functions of the commission
?To do all such things as are aligned with any of its functions and powers
