Company Secretary Research Articles

Influence of company secretary characteristics on information disclosure violations: evidence from China

AbstractThis study analyzed data from 1999 to 2015 on Chinese listed companies to examine the impact of the Company Law of the People’s Republic of China (2006) on company secretary characteristics and information violations. A cross-sectional estimation was used to explore the impact of the Company Law (2006) on the status and expertise of Chinese company secretaries and information disclosure violations. Propensity score matching addressed the endogeneity problem caused by sample selection bias. The results showed that the Company Law (2006) significantly enhanced the status and expertise of company secretaries, mitigating information disclosure violations among those with higher status or professional ability. However, the interaction of higher status and professional ability adversely increased information disclosure violations. Improvements in the status and expertise of company secretaries also led to increased internal replacements and reduced external punishment for errant company secretaries. These findings have implications for enhancing the quality of information disclosure and controlling future violations. They are valuable to regulators, boards of directors, and investors.

Cyberspace Resilience and Corporate Governance: Company Secretary as an Enabler

Cyberspace Resilience and Corporate Governance: Company Secretary as an Enabler

The Influence of Age, Tenure, Education and Gender of the Corporate Secretary on Company Performance on the IDX

Financial Services Authority Regulation Number 35 of 2014 states that a company secretary is mandatory for public companies. they will realize GCG and be responsible for the processes and performance of the board of directors and firm performance. Literature on the influence of corporate secretaries on firm performance is limited. However, based on upper echelon theory, the characteristics of the company secretary need to be considered because they describe their performance and their effect on firm performance. Therefore, this study aims to examine the influence of company secretary characteristics on firm performance. The sample used was companies registered on the BEI for the 2018-2022 period with 944 observations. The results of multiple linear regression analysis show that age and education have an effect on firm performance, while tenure and gender have no effect on firm performance. The results add to the literature on the characteristics of corporate secretaries and firm performance, and provide important information that corporate secretaries need to pay attention to.

The Influence of Good Corporate Governance, CEO Tenure, and Corporate Financial Performance on Company Value

Firm value is very important in an organization because it is related to the welfare of investors. The higher the company value causes the company to have a superior image and the value of the resources claimed by the company can be an impression of the company's value. But in society, there are phenomena and tendencies of individual behavior in choosing to invest. This study aims to determine the effect of good corporate governance, CEO tenure, and company financial performance on firm value. This type of research is quantitative research. This study uses secondary data from the Indonesia Stock Exchange. The population in this study are transportation sector companies listed on the Indonesia Stock Exchange in 2016-2020, totaling 8 companies. The sampling technique uses a side purposive technique. The dependent variable in this study is firm value as measured by Tobins'q. The independent variables in this study are good corporate governance which is proxied by the audit committee, company secretary, and remuneration committee, CEO tenure, and the company's financial performance which is proxied by ROA. The results of this study indicate that (1) the corporate secretary affects firm value; (2) the audit committee affects firm value; (3) the remuneration committee has an effect on firm value; (4) CEO tenure has an influence on firm value; and (5) ROA affects company value in various industrial sub-sectors listed on the IDX in 2016-2020. The results of this study expect that investors should always pay attention to internal and external elements in organizational valuation, namely the earth, social and financial benefits, which these three things must be balanced.

Effect of Company Performance on GCG and Control of Operation Cost

Aims: The research aims to investigate and analyze the relationship between state equity involvement, corporate strategy, and the application of good corporate governance principles, as well as the relationship between operating cost control and firm success.
 Study Design: Research design this is Explanatory Research by doing analysis Descriptive analysis and Verification.
 Place and Duration of Study: The information utilized includes both primary data gathered through questionnaires and secondary data gathered from SEO Businesses in Indonesia receiving SEP.
 Methodology: State Equity Participation, Business Strategy, Good Corporate Governance, Operational Cost Control, and Company Performance are the Subjects of This Study. The company secretary, internal control unit, and finance department are the study's units of observation. Structural equation modeling is the research methodology employed (SEM). Research design this is Explanatory Research by doing analysis Descriptive analysis and Verification.
 Results: The findings of this study indicate that there is an influence between the variables of State Equity Participation (SEP) and Business Strategy (BS) on Good Corporate Governance (GCG). There is an influence between the variables of State Equity Participation (SEP), Business Strategy (BS), and Good Corporate Governance (GCG) on Operational Cost Control (OCC). However, there is no influence between the variables of Good Corporate Governance (GCG), Operational Cost Control (OCC), and State Equity Participation (SEP) on Company Performance (CP). But there is an influence between the variables of Business Strategy (BS) on Company Performance (CP).
 Conclusion: The investigation revealed that there is a connection between State Equity Participation (SEP) and Good Corporate Governance (GCG). The variable state equity participation (SEP) has an impact, as well, on the operational cost control (OCC). The findings of the research on the Business Strategy (BS) variable also have an impact on Good Corporate Governance (GCG). The Business Strategy Variable (BS) is also related to Operational Cost Control in a meaningful way (OCC), and there was no correlation between the components of Good Corporate Governance (GCG) and Company Performance (CP).

CORPORATE GOVERNANCE AND BOARD EFFECTIVENESS: A SYSTEMATIC REVIEW OF THE COMPANY SECRETARY ROLE

Background and Purpose: Company secretary roles are increasingly gaining attention and recognition globally. However, research on corporate governance and board effectiveness lacks a comprehensive and systematic review from the company secretary role. Most research to date has been focused on the role of other corporate governance actors, namely, CEOs, directors, and auditors. In this present systematic literature review, we address this deficiency.
 
 Methodology: This paper adopted a systematic literature review approach. We used two indexed databases, Scopus and Web of Science, to analyse the articles written on corporate governance, company secretary and board effectiveness. A total of 121 articles published in these fields were examined, and after rigorous analysis, only 18 articles from which met the inclusion criteria were included.
 
 Findings: Our findings reveal that only a few corporate governance research has investigated the role of company secretary in enhancing board effectiveness (board structure, board process and board practices). The thematic analysis conducted identified seven key roles of the company secretary. The roles are to: (1) support the chairman of the board; (2) provide advice and act as a confidant to the board of directors; (3) facilitate and manage the board of directors and board committee process; (4) liaise between the board and management; (5) manage information asymmetry and enhance transparency; (6) ensure compliance with laws, regulations, corporate governance code and best practices, and (7) manage company relations.
 
 Contributions: The analysis in this paper presents four key findings - types of articles, geographical location, theory, and company secretary roles that reflect the research gaps present in the corporate governance literature, thus highlighting significant future research avenues.
 
 Keywords: Board effectiveness, company secretary, corporate governance, roles, systematic literature review.
 
 Cite as: Halim, S. A. A, Lokman, N., & Othman, S. (2023). Corporate governance and board effectiveness: A systematic literature review of the company secretary role. Journal of Nusantara Studies, 8(TI), 209-234. http://dx.doi.org/10.24200/jonus.vol8issTIpp209-234

A Futuristic View of the Secretarial Profession from an Artificial Intelligence Perspective

The first revolution in the 18th century saw the harnessing of water and steam power, exploitation of electricity took place in the second revolution and the exploitation of computer science technology in the third revolution. The fourth and fascinating revolution has started with the advent of new technologies like Artificial Intelligence (AI), Machine Learning and Robot Process Automation (RPA). The above disruptive technologies significantly disrupt the role of a company secretary. A day is not far when Artificial Intelligence is also sitting in the boardroom along with other human Directors. New technology will increasingly change the way the companies work and also the work as a company secretary and governance professional. Technological innovation leads to new corporate governance challenges in terms of ethics, fairness and transparency. The changes need to be embraced with boards and stakeholders suitably advised.

Governance Related Challenges in the Operation of Mobile Telecommunication Industry in Bangladesh

The mobile telecommunication Industry in Bangladesh is conquered by only four players: Grameenphone, Banglalink, Robi Axiata and finally the state-owned company Teletalk. The oligopolistic nature of this industry in Bangladesh offers a fascinating prospect to study. Bangladesh positioned 5th in Asia Pacific Region and 8th globally in terms of market size for the inimitable mobile subscriber. The mobile telecommunication industry contributed GDP is 1.8% of the country through their voice call and internet. The mobile telecommunication industry is in gush for the increasing demand of smartphone as time progress. This industry is also contributing 30% job opportunities in the country. The aim of this paper is to highlight the main governance related challenges being faced by the companies operating in this industry. The data were mainly collected by captivating interviews with the company CEO, Company Secretary, Internal Audit Head, External Audit, Independent Directors and BTRC Chairman. Also, some secondary data were collected from company websites, annual reports, other related publicly available documents. The pragmatic evidence discovered area specific governance challenges such as lack of formal training for the board members, absence of cyber security introduction, no presence of institute directors of Bangladesh, lack of in-house program, absence of robust succession planning, lack of formal compliance and ethics programs in-house and industry level etc. Also, the various sub-committees (i.e. audit committee, nomination committee, remuneration committee etc.) were found ineffective to some extent. The study proposed some recommendations to overcome these lacking. The findings to the study are expected to have significant policy implication in reforming the corporate governance regulations in Bangladesh and Mobile Telecommunication industry in particular.

The Role of Secretaries in the Adaptation to New Habits

During the adaptation period to new habits, he faced two new work systems that caused the company secretary to experience difficulties due to changes in the company. These changes lead to further tasks and new technologies that secretaries must reach in helping managers to facilitate lessons. This study aims to identify the difficulties encountered in adapting to new habits, how to use them during the application, the applications used to complete assignments, and the skills needed by secretaries in the adaptation era. This research was conducted using qualitative research methods. Data were collected from interviews with three secretaries from three different companies. The findings show several obstacles, including delays experienced due to the rules of working from home, the obligation to carry out by following health protocols, and being responsible for health protocols in the workplace. In the running, these secretaries use various applications, such as Microsoft Office, Zoom or WebEx, and E-Archive tools. Therefore, they are expected to be able to utilize technology, be detail-oriented, have administrative skills, operate computers, and communicate in English. This research is expected to be helpful by increasing the knowledge of future secretaries who plan to work during new habits and office management studies.

Exploring the key challenges facing company secretaries in a two-tier board context

PurposeThis study aims to examine the core challenges facing company secretaries in a two-tier board context. This study focuses on the key factors contributing to these challenges and how company secretaries can effectively address them.Design/methodology/approachAn analysis of the narratives provided by 291 Dutch company secretaries in response to a series of open-ended questionnaire questions led to insights into the key challenges company secretaries face in their day-to-day work.FindingsCompany secretaries perceive a myriad of factors contributing to pressures on their time, the need to work for multiple organizational bodies and the processing of information. They believe process interventions and social interventions are needed to alleviate these issues.Research limitations/implicationsThe research highlights the need to deeply study boards from a holistic and systems point of view that recognizes the various actors, such as the company secretary, and their relationships in a boardroom context. Furthermore, the research shows how the two-tier board model may complicate these relational dynamics owing to the formal separation of decision management from decision control.Practical implicationsThis study identifies various pragmatic ways to address the core challenges facing company secretaries so as to improve their contributions to decision-making at the apex of organizations.Originality/valueThis study sheds light on an important organizational actor (i.e. the company secretary) that hitherto has received scant attention in the governance literature.

Establishing A Limited Liability Company: A Comparative Analysis on Singaporean and Indonesian Law

The government in each country sets different requirements in order to establish a limited liability company in their country. This paper aims to do a comparative analysis on the requirements needed in order to establish a limited liability company in Indonesia and Singapore, both private company and public company, and further analyze which countries’ requirements are easier. The legal research method used in this paper is doctrinal legal research that focuses on elaborating the laws and regulations applicable. The requirement to establish a company is easier in Singapore in terms of shareholders and capital requirements, and easier in Indonesia in terms of directors and company secretary.

Good Corporate Governance on Stock Prices of Companies Listed in the KOMPAS 100 Index 2014-2018

This research aimed to analyze the effect of good corporate governance on stock prices. It was conducted on companies listed on the Indonesia Stock Exchange which were included in the KOMPAS100 Index in 2014-2018 by using a purposive sampling technique. Data analysis used was a panel data regression method with a fixed-effect model - least square dummy variable. The results of the study show that the number of board of the commissioner meetings, return on assets, earnings per share, and price to book value had significant effects on stock prices in a positive direction; the number of directors, education/training for corporate secretaries, and price to earnings ratio had positive but insignificant effects; the number of independent commissioners and the number of board of the director meetings had negative but insignificant effects on share prices. The novelty in this study was the addition of the variable of company secretary as an indicator of corporate governance, which was not found in previous studies. Besides, this study added a dummy interaction to see the effect of the level of corporate compliance on corporate governance.

Penerapan Metode MABAC Untuk Mendukung Pengambilan Keputusan Pemilihan Kepala Cabang Pada PT. Cefa Indonesia Sejahtera Lestari

The election of the branch head is prioritized to support the performance process and the continuous control process so in the election must have criteria that are able to give the right decision the criteria in question are education, experience, absenteeism and responsibility. Election of branch heads at PT. Cefa Indonesia Prosperous Lestari is carried out by receiving files from the company secretary's report, then an assessment is made based on predetermined criteria. The author chose the MABAC method (MULTI ATTRIBUTIVE BORDER APPROXIMATION AREA COMPARISON). used to analyze different alternatives and estimate alternatives according to their level of ultility where the values of the attributes are expressed in intervals to increase efficiency and improve accuracy in the decision making process.

Antecedents of company secretaries’ behaviour and their relationship and effect on intended whistleblowing

PurposeThis study aims to examine the antecedents of company secretaries’ behaviour and their relationship and effect on intended whistleblowing with the role of neutralisation as a moderating factor on an individual’s ethical decision-making in whistleblowing.Design/methodology/approachUsing a modified version of the theory of planned behaviour as a framework and a quantitative research approach, a Likert-type scaled, self-administered questionnaire was conducted on a non-probability sample, totalling 208 company secretaries, currently working for various consultancy, audit and secretarial firms in Malaysia. The data obtained were analysed through structural equation modelling.FindingsFindings indicated that attitude, subjective norm, perceived behavioural control, ethical obligation as well as self-identity were found to be predictors in a company secretary’s intended behaviour to whistle-blow. However, neutralisation was proved not to be a contributing factor in whistleblowing between intention and behaviour.Research limitations/implicationsThe quantitative measures of intention and behaviour are incompatible based on their levels of specificity or generality. Also, there may be an existence of social desirability bias among the respondents, indicating the need for a wider sample.Practical implicationsThe study offers valuable knowledge by providing organisations and regulators with several insights into improving the company secretaries’ whistleblowing behaviour, including the need to strengthen whistleblowers’ support and alleged malpractice investigation and analysis systems. It also enables company directors and regulators to implement whistleblowing policies as an internal control mechanism, thus realising an individual’s intention to highly engage in whistleblowing.Originality/valueTo the best of the authors’ knowledge, this study represents the first research that has empirically tested the relationship and effect of antecedents of company secretaries’ whistleblowing intention and behaviour using a modified version of the theory of planned behaviour, thus adding to the stock of literature on this topic and showing that “neutralisation” had an insignificant effect on the possibility of fraudulent reporting.

The role of the company secretary in facilitating board effectiveness: reporting and compliance

AbstractThis study investigates how company secretaries (CS) influence board practices and financial reporting. All public companies have a secretary and this position may be combined with Chief Financial Officer (CFO) or legal counsel. Examining the period 2004–2015, we find that joint CS/CFOs hold more audit committee meetings, are associated with less earnings management and a greater likelihood of a clean audit opinion. Companies with joint CS/legal counsels are more timely filers and company secretaries of multiple companies schedule fewer committee meetings. These results indicate that company secretaries significantly influence board practices and financial reporting, depending on their role and busyness.

Managing International Communication: Ji Trading Company

On 16 January 2015, Zohaib Akhtar, the company secretary and PA to the CEO of Ji Trading Company was analysing what went wrong during the day. Ji Trading Company imported heavy machinery from China for its clients in Pakistan. This year the company tried to attract more investment from their existing Chinese partners and raise new capital from local investors. Zohaib and his associate, Sheng, had been working on this deal for more than a year. They worked on understanding the Chinese culture as well as understanding the inherent differences between the Chinese and Pakistanis. Yet, on the first day, the Chinese partners came to the firm and it was a fiasco. Now he had to think about ways to stop further problems during the next month the Chinese partners were in Pakistan.

Articulating the Locus of Company Secretary in Corporate Governance in Nigeria

Companies are statutorily required to have a secretary. Historically, company secretaries were regarded as mere servants of the company. However, that narrative changed with a plethora of statutory and judicial recognition of the secretary as an officer of the company. The trendy emphasis on corporate governance demands that a company secretary is not only expected to perform clerical and administrative duties but also function as a corporate governance officer. This new-found status has placed huge demands on the company secretary. This article highlights the various functions of the company secretary, such as assisting the company board and management through his/her ability to proffer advice and interface with various stakeholders of the company; develop business ethics for the company; and ensure the implementation of Corporate Governance Codes. These expanded functions of company secretaries mean that they have to acquire diverse professional competences to enable them effectively perform their ever increasing duties. This article concludes that the interests of the company and its stakeholders should be of paramount concern to the company secretary in the line of duty.

Disclosure Annual General Meeting Minutes on the Corporate Website: A Panacea toward a Good Governance

Annual general meeting or known as AGM as the place for the management and shareholders to sit together to discuss the company with the objective of profit maximization and to promote organizational accountability. Based on the observation from a period of 2012 to 2017, the disclosure of AGM minutes on the corporate website increase over the year. However, the number is still below 50% in overall Malaysian public listed companies. This paper aims to highlight the importance of AGM minutes as one of the key success factors toward good governance. Based on this paper, the management of the company such as the board of directors, the company secretary, and related parties will take the initiative to publish good quality of AGM minutes as a panacea toward good governance.

Responsibilities within the Governance Space: A Study of the Role of the Company Secretary on Contemporary Boards

Purpose - The purpose of this study is to investigate the role including the formal and informal activities of company secretaries on contemporary Australian boards, which has expanded with the increased liability of company secretaries. Design/methodology/approach - This study utilizes eleven in-depth semi-structured interviews with company secretaries of organizations in the public, private, and not-for-profit sectors to examine the importance of organizational dynamics, boundary spanning capabilities, and skills necessary in the role construction of company secretaries as senior officers. Findings - The company secretary accommodates the expansion of responsibilities from administrator to strategic advisor by using informal activities and developed social skills. Dual-role company secretaries (those combining the legal counsel or chief finance officer function in non-profit and government organizations) are acutely aware of setting the boundaries of responsibilities. The use of informal working spaces opens up the possibility for the company secretary to provide further influence as the organization’s gatekeeper. Research limitations/implications - The number of interviews possibly limits this study; however, in the eleven interviews totaling over eight hours of data, participants made profound reflections on their particular role with their overall experiences well reflected in the commentary. Practical implications - Participants discussed the expanded skill set required to effectively support individual board members, specifically dealing with the chair and CEO. Company secretaries also require higher order social skills of emotional intelligence and diplomacy attributes for their roles. Given the increased responsibility space of company secretaries, regulatory requirements for a formal corporate governance officer qualification may be needed. Originality/value - This study expands the spatial-behavioural dynamics framework by McNulty & Stewart (2015) by examining role construction differences across sectors and the major internal and external influences that shape the company secretary role construction.

ANALYSIS OF THE EFFECT OF PERSONALITY, TRANSFORMATIONAL LEADERSHIP, JOB ENGAGEMENT, ON PERFORMANCE WITH ORGANIZATIONAL COMMITMENT AND ORGANIZATIONAL CITIZENSHIP BEHAVIOR AS MEDIATING VARIABLES OF SECRETARY OF PRIVATE COMPANIES IN SURABAYA

This study is to analyze the Influence of Personality, Transformational Leadership, Job Engagement, on Performance with Mediating Variables Organizational Commitment and Organizational Citizenship Behavior Secretary of Private Company Offices in Surabaya. The results of the study are. Personality, Transformational Leadership, Job Engagement, affect Performance. Organizational Commitment has an effect on Organizational Citizenship Behavior while Organizational Citizenship Behavior has a significant effect on performance. The results of this study can illustrate how important the behavioral variables possessed by a company secretary so that the results of their performance can be relied upon because of their strategic position as holders of confidential information data material for the company. Keywords: Personality, Transformational Leadership, Job Engagement, Organizational Commitment, Motivation, Organizational Citizenship Behavior, Organizational Culture and Performance DOI : 10.7176/IKM/9-5-05 Publication date :May 31 st 2019