Corporate Secretarial & ERM

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Corporate Secretarial

We are a Registered Professional Entity with ACRA and can help you to perform incorporation, provide nominee director and full suite of corporate secretarial services, in addition to polling agent and scrutineer services for your AGM/EGM (including virtual shareholder meetings) and setting up Variable Capital Company (VCC).

Setting up / Incorporation services

We provide a comprehensive range of services relating to business formation including:-

Incorporation of private and public limited company in Singapore
Registration of a foreign branch in Singapore
Registration of Singapore Representative Office
Sole proprietorship, Limited Liability Partnership (LLP) and non-profit entities.
Provision of nominee secretary, nominee director or local agent
Provision of registered office facilities.
Assist in opening of corporate bank accounts.
Setting up family offices and trusts.
Setting up Variable Capital Company (VCC).

Corporate Secretarial Services (for SMEs, Listed entities and MNCs)

Our services include:

Preparing of minutes / resolutions of Directors and Shareholders.
Organize and attend directors’ and shareholder’s meetings like AGMs and EGMs.
Filing of Annual Return and financial statements with ACRA
Share transfer, allotment, share buy back, capital reduction
Change of Constitution (f.k.a. Memorandum and Articles of Association)
Change of directors, secretary and auditors
Change in shareholdings
Change in financial year end
Change of registered address and company officer’s particulars
Change of company name and business activities
Registration and de-registration of fixed/floating charges (lien over assets)
Striking-off of private and public limited companies
Members and Creditors’ Voluntary Liquidation
Advising/updating clients on compliance with the Singapore Companies Act and its regulations.

XBRL Filling

We help you to prepare your financial statements in XBRL format and upload them to Bizfile portal.

Sustainability Reporting

As more countries become increasingly aware of the growing importance of ESG reporting, investors and regulators are geared up to confront issues relating to climate change and demand to have more companies to be Environmental Social and Governance (ESG) responsible.

SGX has made the move to mandate climate-related disclosures from financial year 2022. Climate-related disclosure rules were announced in December 2021 after a public consultation. All listed companies must provide disclosures on a ‘comply or explain’ basis in their sustainability reports for financial years (FY) starting on or after 1 January 2022 and issued in 2023 or later.

Max Lewis Consultants assist our clients to prepare their sustainability reports in compliance with the GRI Standards and relevant regulatory disclosures.

Our achievements :-

Implement a global roll-out of Sustainability reporting for a main-board listed leather furniture player in Singapore, Europe, Australia and China.
Initiated and prepared Sustainability reports for a Catalist Healthcare player
Prepared Sustainability report for a Catalist property company
Reviewed Sustainability report for a overseas listed coal mining company.
Advised on compliance with GRI Standards for a overseas investment portfolio who is adopting ESG investing principles.

Corporate Advisory Services (for SGX mainboard and Catalist)

Helping clients understand and address compliance risks and requirements under the Singapore Exchange Limited’s (SGX) Mainboard and Catalist Listing Rules and other relevant statutory requirements, including the Singapore Companies Act, Securities and Future Act, Singapore Code of Take-Overs and Mergers, Collective Investment Scheme as well as the Seasoning Framework and Exempt Bond Issuer Framework.

We aim to support clients in relation to:

Due diligence exercises for initial public offerings (IPOs)
Due diligence for reverse takeovers (RTOs), general takeovers, share buyback, share consolidation, split, rights cum warrant issues, convertible bonds.
Advising on devising whistle blowing policy, Interested Persons Transactions framework for companies listed on the SGX Mainboard and Catalist.
Valuation of equity stakes, acquisition, disposal of investments, restructuring and/or transfer of assets.
Review Corporate Governance Statement, Financial and Operations Review, and other sections of Annual Report.
Resolve accounting issues and help with financial statements compliance with FRSs, preparation of quarterly and half yearly financial announcements.

Our achievements include:-

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Acted as Company Secretary of SGX Mainboard and Catalist companies, some with more than 20 to 50 subsidiaries.

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Scrutineer and Polling Agent for SGX mainboard listed company, Ossia International Limited and VGO Corporation Limited Annual General Meetings (AGM) and Scrutineer for Capital World Limited, SGX Catalist listed company Extraordinary General Meetings (EGM).

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Incorporated more than 100 companies (private limited, foreign companies and companies limited by guarantee).

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Legal due diligence for a mainboard listed furniture player with market capitalization of more than $100 million.

We have a team of highly qualified in-house experts:

Fellow Chartered Secretary, Chartered Secretaries Institute of Singapore (CSIS);
Fellow Chartered Accountant, Institute of Singapore Chartered Accountants (ISCA);
Bachelor of Laws (Hons), University of London;
Member of the Singapore Institute of Directors;
Qualified Listed Entity Director (QLED);
Member of the Singapore Corporate Counsel Association.

Enterprise Risk Management

We provide enterprise risk management and fraud risk management services to MNCs and SGX listed companies.

We provide the following risk consulting services:

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Enterprise Risk Management (ERM)

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Fraud Risk Management (FRM)

SGX Listing Manual Rule 1207 (10)

Opinion of the Board (with the concurrence of the AC) on adequacy of internal controls, addressing financial, operational & compliance risks (mandatory)

Code of Corporate Governance (2018)
Provision 9.2:

The Board requires and discloses in the company’s annual report that it has received assurance from:
(b) the CEO and the other key management personnel who are responsible, regarding the adequacy and effectiveness of the company’s risk management and internal control systems.

We helped clients who are listed on SGX Mainboard or Catalist, to prepare or review the company’s internal control system to ensure adequacy and compliance in accordance with the Code of Corporate Governance.

Risk is something that all business face in their daily dealings and coupled with increased regulation such as data protection, compliance risk has emerged as a key subject that directors need to manage well given this litigious landscape which see hefty penalties in the event of non-compliance. We are able to help review your processes and systems to ensure that the right controls are in place and operating effectively as they should be.

Additionally, as opposed to managing risk haphazardly, having a proper Enterprise Risk Management (ERM) framework in place allows the company to have a good read into the overall risk exposure and whether any of the potential issues falls out of the tolerable threshold so that appropriate actions can be taken. We are able to assist you with the establishment and maintenance of an ERM framework tailored to your organization with the right rigour to ensure that it is always kept up to date with the emerging risks that is pertinent to your industry.

Our achievements include:

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Devised and implemented the ERM and FRM framework for a large SGX main board listed company with market capitalisation in excess of S$ 100 million.

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Tasked to investigate whistle blowing complaints for SGX listed companies.

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Successfully detected misappropriation by an employee of our client to the tune of $150,000 over a course of 5 years during an internal audit engagement.

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Conducted in-house ERM and FRM workshops for our listed clients where we highlighted misalignment between departments’ operating objectives and the company overall strategic intent. Subsequent interventions by our team contributed to clear cascading goals and appropriate risk responses that were implemented to manage the client’s overall risk exposure.