CLOSE to power, yet independent of it. The company secretary sits near enough to the board to understand how decisions are made, yet independently enough to question the process. What then and how, has the evolving role of company secretaries vis-à-vis the value they bring to the boards impacted much of corporate Malaysia?

When ESG is discussed, the spotlight almost always falls on climate targets, carbon reduction and social responsibility. The “G” in Governance tends to attract less fanfare. Yet, the “G” forms the structural backbone of corporate stewardship.

Without sound governance, environmental and social commitments risk remaining little more than hollow corporate promises. Good governance provides the oversight and discipline needed to turn those commitments into action.

Strong governance is not an ancillary component of ESG. It helps provide the framework for implementing the environmental and social commitments, while helping to prevent greenwashing, protect shareholder interests, build stakeholder confidence and strengthen resilience.

This raises a more important question: what should the company secretary now bring to the boardroom? Traditionally, a company secretary was viewed as a procedural administrator maintaining statutory registers, preparing resolutions and ensuring regulatory filings were made on time. The focus was strictly on compliance, and success was measured by accuracy and punctuality.

While those administrative duties remain essential, they are no longer the whole role. Today, company secretaries act as strategic partners to the board and senior management, operating at the intersection of law, regulation, risk and decision-making. The evolution is reflected in Section 17A of the Malaysian Anti-Corruption Commission Act 2009, which recognises company secretaries as persons concerned in the management of a company. Under the corporate liability regime, they play a vital role in establishing and maintaining "adequate procedures", particularly those guided by the T.R.U.S.T. principles. (TRUST stands for Top-level commitment; Risk assessment; Undertaking control measures; Systematic review, and Training and communication.)

Similarly, the rebranding of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) to the Corporate Governance Institute of Malaysia (CGIM) reflects a broader mandate towards governance beyond compliance. The Securities Commission (SC) launched a public consultation in July 2026 on wide-ranging proposals including tighter oversight and a potential formal registration framework for company secretaries of public-listed companies, a shareholder litigation fund and an enhanced governance framework for family-controlled listed firms. The recent engagement by SC and Bursa Malaysia on Sept 1 with company secretaries and investor relations professionals from participating public-listed companies under the MY Value Up programme highlights the push to help companies move beyond disclosure with effective communication on long-term value creation, strengthening investor confidence and market visibility. 

Taken together, these developments illustrate a profession moving well past traditional administrative duties into the wider governance ecosystem. 

Company secretaries are no longer simply keeping the corporate house in order. They shape how that house is governed. The profession is expected to bring governance expertise, judgement and independence at the boardroom table. 

Effective governance begins long before a resolution is signed. Occupying a unique position between the board, management and regulatory bodies, governance professionals influence corporate direction at the ground level.

That influence starts with the board agenda. Working alongside leadership, governance professionals ensure that board meetings do not devolve into routine operational updates. Strategic risks, evolving regulatory demands, ESG obligations, related-party transactions and long-term value creation must receive dedicated airtime.

The same rigour applies to board papers and disclosures. Directors can exercise independent judgement only when they receive accurate, timely information. This becomes critical when potential conflicts of interest or connected-party transactions arise. Proper disclosures, conflict-of-interest registers and formal recusal protocols are not bureaucratic red tape. They establish an immutable record of how a decision was reached and whether appropriate safeguards were observed. Under heightening regulatory scrutiny, that evidentiary record matters.

An expanding governance role, however, should not be mistaken for executive authority. Governance is distinct from management. The company secretary advises, questions and flags risks, but does not become the decision-maker.

The legal boundary is clear. The company secretary helps the board make its decisions properly; the company secretary does not make those decisions for it. The authorities and the jurisprudence recognise the same distinction between facilitating proper corporate process and stepping into the powers of the board or the management of the business.

Navigating this terrain requires nuanced judgement: knowing when to advise, when to raise a red flag and when a decision belongs to the board or management.

The role also carries exposure. Company secretaries may have access to material non-public information, and with that access comes responsibility. Confidentiality and insider trading obligations do not disappear simply because information reaches the secretary through the ordinary course of corporate administration. 

Technology has added another layer to that responsibility, altering not only how corporate administration is carried out, but also corporate risk profiles. While centralised corporate registries, electronic filings, cloud-based board portals and digital signatures have streamlined operations, they have simultaneously exposed organisations to heightened cybersecurity, data integrity and privacy risks.

A global decision involving an AI chatbot in Moffat v Air Canada (2024) offers a useful governance lesson: an organisation cannot simply blame the technology when an automated system gets something wrong. Responsibility for the system ultimately remains with the organisation.

The same principle applies within corporate governance. AI can assist with drafting, analysing and processing information, but it cannot assume the legal liability of the organisation or its officers.

For governance professionals, AI can optimise routine work and analysis. Nonetheless, it does not replace verification, problem-solving and proper judgement.

Good governance is rarely noticed when functioning smoothly. It lives in the probing question asked before a decision is made, the conflict disclosed, the board paper circulated in time for proper consideration, and the risk identified and mitigated, analysed and managed before it escalates into a public crisis.

Governance professionals sit at the heart of the “G” in ESG. Their position demands unwavering integrity, independence and objectivity, while the profession itself has evolved well beyond its traditional compliance function.

Governance professionals who understand the business, add value to the board, challenge processes where necessary, protect the integrity of the boardroom and keep the organisation anchored to its legal and ethical obligations do far more than file statutory forms on time.

That is the real significance of the ‘G’ in ESG. Environmental ambitions and social commitments may define what a company wants to achieve. Governance determines whether it has the discipline, accountability and integrity to follow through – ensuring that the pillars of sustainability affecting the organisations’ bottom line: people, planet and profit, are adequately addressed and protected in a complex, multipolar world. 

Mary-Ann Ooi Suan Kim (Kim) is Barrister of Lincoln’s Inn; Advocate and Solicitor of Malaya, Company Secretary (SSM); Adjunct Professor of Practice, Sunway University; External Advisor (Industry) Board of Studies, Faculty of Law, Universiti Kebangsaan Malaysia; Member, Board of Advisors, University of Sheffield School of Law; Member, Legal Professional Advisory Panel, Taylor’s University; and Royal Institution of Chartered Surveyors Accredited Mediator.