Skip to content

CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Orbit Pharma Ltd's Managing Director argues that since the Company Secretary must report on compliance and ensure adherence to secretarial standards, the Board and the MD are relieved of their own compliance duties. What is the correct position under the Act?

The MD is wrong. Section 205(2) provides that Sections 204 and 205 do not affect the duties and functions of the Board, the Chairperson, the managing director or whole-time director under the Act or any other law. The company secretary's functions add to, and do not replace, those duties.

  1. ACorrect, because Section 205 transfers all compliance duties to the company secretary
  2. BCorrect, but only for secretarial standards and not for other laws
  3. CIncorrect, because Sections 204 and 205 do not affect the duties and functions of the Board, the Chairperson, the managing director or whole-time director under the Act or any other lawCorrect
  4. DIncorrect, because the Company Secretary's functions apply only to the Chairperson

Explanation

Section 205(2) states that Sections 204 and 205 shall not affect the duties and functions of the Board, the Chairperson, the managing director or the whole-time director. So the existence of the CS's functions does not displace their responsibilities. Options A and B wrongly suggest a transfer of duty.

Did you get it right without looking?

One question tells you little. A timed set on Board Processes through Secretarial Standards shows your real accuracy, how long you take and where you lose marks.

Practise Board Processes through Secretarial StandardsFree diagnostic mock

More Board Processes through Secretarial Standards questions