A company secretary is a person, either individual or a corporate body, appointed by the directors of a company to guide them in the discharge of their functions, and ensure compliance with the legal obligations of the company.
Section 293 of the Companies and Allied Matters Act, LFN 2004 mandates a company to have a secretary, whose functions and office must be distinct from that of a director.
The Securities & Exchange Commission (SEC) Code of Corporate Governance provides that the company secretary has the primary duty of assisting the Board and management to implement the provisions of the Code to develop corporate governance practices.
The importance of the company secretary was recognized in Panorama Developments (Guildford) Ltd. v. Fidelis Furnishing Fabrics  2 QB 711 where Lord Denning stated as follows:
“A company secretary is a much more important person nowadays than he was in 1887… This appears not only in modern Companies Acts, but also by the role which he plays in the day-to-day business of companies. He regularly makes representations on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company’s business….All such matters now come within the ostensible authority of a company’s secretary”.
In addition to the forgoing the company secretary owes a duty to the management, board of directors, shareholders and the company.
The duties of a company secretary are stated in the Companies and Allied Matters Act, Code of Corporate Governance and the Directives of the company from time to time.
DUTIES OF A COMPANY SECRETARY UNDER THE COMPANIES AND ALLIED MATTERS ACT, LFN 2004 (CAMA)
- Maintain the registers and records of the company. Section 298 of CAMA requires a company to maintain following the registers and records of the company:
- Register of Members
- Index of Members
- Register of Directors and other Officers
- Register of director’s shareholding and debentures
- Minute book
- Register of mortgages and charges
- Register of debentures
- Attend meetings of the company and the Board of Directors.
- Rendering proper returns to the CAC
- Other secretarial functions
DUTIES OF A COMPANY SECRETARY UNDER THE NATIONAL CODE OF CORPORATE GOVERNANCE 2016
In addition to the statutory duties provided for in CAMA, a company secretary shall be responsible for the following duties as outlined in paragraph 6.4 of the National Code of Corporate Governance 2016:
- Guide the directors individually and the Board as a whole on how to properly discharge their duties in the best interest of the company.
- Coordinate the orientation and training of new directors.
- Assist the chairman and the MD in coordinating activities with respect to the annual board plan, as well as administration of other strategic issues at board level.
- Compilation of Board papers and ensuring that the board’s discussions and decisions are clearly and properly recorded and communicated to the relevant persons.
- Notify Board members of matters that warrant their attention.
- Provide a central source of guidance and advice to the board and the company, on matters of ethics, conflict of interest and good corporate governance.
- Under the direction of the chairman, the company secretary’s responsibilities include ensuring good information flows within the board and its committees and between senior management and non-executive directors.
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This publication only provides general information about the law and does not constitute legal advice.