Policy Position – Regulation of listed company secretaries

Under the current regulatory regime, the only Corporations Act requirements for acting as the secretary of an Australian listed company is to be over the age of 18, Australian resident and not disqualified from acting as an officeholder under the Act. Since 1 July 2022, ASX requires Australian listed companies to nominate a person responsible, typically the company secretary, for communications with ASX in relation to Listing Rule matters. This person must satisfactorily complete an Approved Listing Rule Compliance Course. There is no other requirement for listed company secretaries to complete formal education or training prior to their appointment.

The lack of Australian regulation in relation to education and training for company secretaries contrasts with other Chartered Governance Institute member jurisdictions such as Hong Kong, Malaysia and, Singapore, and India. It also contrasts with the position in relation to accountants who are required to complete training in technical matters, ethics and professional standards.

The company secretary of a listed company plays an important role in supporting the effectiveness of its board and its committees including: advising the board and its committees on governance matters, monitoring that board and committee policy and procedures are followed, ensuring appropriate information flows to the board and that all business is accurately captured in the minutes. Given their role company secretaries must be persons of high personal integrity with a broad range of knowledge of the Corporations Act, the Listing Rules and the range of other legislation impacting listed companies.

In the face of the increased complexity, increasing regulatory change and external reporting and technological disruption it is critical that listed company secretaries be appropriately qualified and trained. For these reasons Governance Institute considers there should be a regulatory requirement for company secretaries of Australian listed companies to complete formal education and training prior to appointment.

Governance Institute recommends:
• The enactment of legislation requiring listed company secretaries to be appropriately qualified and trained prior to appointment.

April 2024