Beyond compliance — the guardian role of company secretaries in ethics and governance

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The Hong Kong Business Ethics Development Centre at the Independent Commission Against Corruption regards the company secretary as a trusted partner to achieve better ethical and governance standards in Hong Kong companies.

As part of the senior management team, the company secretary of listed companies plays a crucial role by acting as the board’s professional adviser on governance matters. While every board is different in terms of its composition and the nature of the business, company secretaries face some common challenges when discharging their guardian role as the conscience of the company.

Encouraging active contribution of company directors at board meetings

It is important that every board member brings independent judgment to issues relating to the company’s strategies, development, performance and risk management through their contribution at board meetings. Even where high-calibre executives with diverse industry expertise and experience have been recruited to the board, company secretaries may find it difficult to motivate directors to make an active contribution to the issues being discussed or to show sufficient interest in the company’s affairs.

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