Company secretaries’ commercial attributes as moderators of CEO succession and real earnings management: A conceptual framework in the Malaysian public-listed companies

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Abstract

This paper develops a conceptual corporate governance (CG) framework to address the persistent challenge of real earnings management (REM) in emerging markets, focusing on Malaysia. Despite regulatory reforms, REM remains pervasive due to enforcement gaps, concentrated ownership, and market pressures. Chief executive officer (CEO) succession, particularly involving early-tenure or heir-apparent appointments, heightens the risk of REM by exposing transitional governance weaknesses. The purpose of this study is to examine how the company secretaries’ commercial attributes (CSCOMM) may moderate these risks. Drawing on agency theory and resource dependence theory (RDT), the framework highlights financial expertise, strategic insight, risk management capacity, and governance engagement as attributes that enhance oversight. By extending Kakabadse et al.’s (2016) attribute model and building on recent insights by Khalidi et al. (2025), the paper advances the conceptualisation of company secretaries as both governance resources and internal control agents. The framework contributes to theory by clarifying the moderating role of CSCOMM on CEO succession and REM, and to practice by offering guidance for boards, regulators, and professional accountancy bodies. It also outlines an agenda for empirical research on Malaysian public-listed companies (PLCs), thereby informing governance reforms in emerging markets.

Keywords: Real Earnings Management, Company Secretaries’ Commercial Attributes, CEO Succession and Planning, Board Membership Duality, CEO Duality, General Counsel Duality

Authors’ individual contributions: Conceptualization — M.A.K.; Methodology — M.AK. and N.A.M.S.; Investigation — M.A.K.; Writing — Original Draft — M.A.K.; Writing — Review & Editing — M.A.K. and N.A.M.S.; Visualization — M.A.K.; Supervision — N.A.M.S.; Project Administration — N.A.M.S.

Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

JEL Classification: G34, M14, M48

Received: 22.08.2025
Revised: 03.10.2025; 12.11.2025
Accepted: 21.11.2025
Published online: 25.11.2025

How to cite this paper: Khalidi, M. A., & Mohd Saat, N. A. (2025). Company secretaries’ commercial attributes as moderators of CEO succession and real earnings management: A conceptual framework in the Malaysian public-listed companies. Corporate Board: Role, Duties and Composition, 21(4), 8–17. https://doi.org/10.22495/cbv21i4art1