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The Evolving Role of Company Secretaries: Driving the "G" in Corporate Malaysia’s ESG Landscape

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. How, then, has the evolving role of company secretaries vis-à-vis the value they bring to boards impacted corporate Malaysia?

The ‘G’ in ESG: The Structural Backbone of Corporate Stewardship

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 provides the framework for implementing environmental and social commitments while helping to prevent greenwashing, protect shareholder interests, build stakeholder confidence and strengthen resilience.

Redefining the Role: More Than Compliance, Closer to the Board

Traditionally, a company secretary was viewed as a procedural administrator maintaining statutory registers, preparing resolutions and ensuring regulatory filings were made on time. Focus was strictly on compliance, and success was measured by accuracy and punctuality.

While those administrative duties remain essential, today company secretaries act as strategic partners to the board and senior management, operating at the intersection of law, regulation, risk and decision-making. This evolution is reflected across several key regulatory and institutional developments:

• Section 17A of the MACC Act 2009: Recognises company secretaries as persons concerned in management, assigning them a vital role under corporate liability regimes in establishing and maintaining "adequate procedures" guided by the T.R.U.S.T. principles (Top-level commitment; Risk assessment; Undertaking control measures; Systematic review; and Training and communication).
• Institutional Transformation: The rebranding of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) to the Corporate Governance Institute of Malaysia (CGIM) reflects a broader mandate toward governance beyond compliance.
• SC Regulatory Proposals: The Securities Commission (SC) public consultation on proposals including tighter oversight, formal registration frameworks for company secretaries of PLCs, a shareholder litigation fund, and enhanced governance for family-controlled listed firms.
• MY Value Up Initiative: Recent engagements by the SC and Bursa Malaysia with company secretaries and investor relations professionals highlight the push to move beyond mere disclosure toward effective communication on long-term value creation, strengthening investor confidence and market visibility.

Shaping the Boardroom, Not Just the Minutes

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:

• Setting the Board Agenda: Working with leadership to ensure meetings do not devolve into routine operational updates, but dedicate airtime to strategic risks, evolving regulatory demands, ESG obligations, related-party transactions and long-term value creation.
• Elevating Board Papers & Disclosures: Ensuring directors receive accurate, timely information to exercise independent judgement, particularly when potential conflicts of interest or connected-party transactions arise.
• Establishing Evidentiary Records: Maintaining disclosures, conflict-of-interest registers and formal recusal protocols to establish an immutable record of how decisions were reached under heightening regulatory scrutiny.

Knowing the Limits: Fiduciary Duties vs. Executive Management

• An expanding governance role 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. Authorities and jurisprudence recognise this distinct line between facilitating proper corporate processes and stepping into the powers of executive management.
• Navigating this terrain requires nuanced judgement—knowing when to advise, when to raise a red flag, and when a decision belongs to management. Furthermore, with access to material non-public information comes strict confidentiality and insider trading obligations that remain paramount.

The Digital Gatekeeper: Centralised Registries and Emerging AI Risks

Technology has altered not only corporate administration, but also corporate risk profiles. Centralised corporate registries, electronic filings, cloud-based board portals and digital signatures have streamlined operations while exposing organisations to heightened cybersecurity, data integrity and privacy risks.

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

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

The Corporate Conscience

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, managed and mitigated 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. Those 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 organisation’s bottom line (people, planet and profit) are adequately addressed and protected in a complex, multipolar world.

Mary-Ann Ooi Suan Kim
Adjunct Professor of Practice, Centre for Commercial Law & Justice
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Mary-Ann Ooi Suan Kim (Kim) is Barrister of Lincoln’s Inn; Advocate and Solicitor of Malaya, Company Secretary (SSM); Adjunct Professor of Practice, ������Ƶ 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.

This article was also featured in The Edge Malaysia on 22 September 2026.