WHAT YOU NEED TO KNOW ABOUT COMPANY SECRETARY
The position of Company Secretary evolved with company practice and is now established by law. The appointment of a Company Secretary became mandatory for the first time in Nigeria, through the instrumentality of Section 169 of the Companies Act of 1968. However, company practice in Nigeria today is regulated by the Companies and Allied Matters Act 2004 (CAMA). This Act expressly provides in Section 293(1) that “every company shall have a secretary”. The Secretary is a high-ranking officer of the company and is part of the management.
CAMA also provides for the duties of a Company Secretary as well as the requisite qualifications for appointment.
According to Section 295 of CAMA, it is the duty of the directors to take all reasonable steps to ensure that the Secretary is a person who possesses requisite knowledge and experience to discharge the functions of a Secretary of a company. It therefore means that there are no specified qualifications required of a Secretary of a private company. The judgment of the directors determines the appointment of a Secretary.
However, for a public Company, section 295 of CAMA provides that the Secretary of must have one of the specified qualifications. Under the aforesaid section, the Secretary of a public company must be any of the following:
- a) A member of the Institute of Chartered Secretaries and Administrators; or
- b) A Legal Practitioner within the meaning of the Legal Practitioners Act 1975; or
- c) A member of the Institute of Chartered Accountants of Nigeria or of such other bodies of Chartered Accountants as are approved from time to time by an Act or Decree; or
- d) Any person who has held the office of a Secretary of a public company for at least three years of the five years immediately preceding his appointment; or
- e) A body corporate or firm consisting qualified persons under paragraphs (a), (b), (c) or (d).
Under section 296(1) of CAMA, the directors appoint the Secretary, and the Articles of Association of the company may provide for his term of office and the conditions of his appointment subject to the Act.
What are the Duties of a Company Secretary?
The company secretary’s duties are regulated by statutes, regulations and the Articles of Association of the company. The duties of a company secretary include the following:
- Attendance at meetings of the company, board of directors meetings and board committee meetings. Rendering all necessary secretarial services in respect of such meetings and advising on compliance and regulatory issues;
- Maintaining statutory registers and other records of the company;
- Rendering proper and timely returns as required under CAMA;
- Carrying out such administrative and other secretarial duties as directed by the directors or the company;
- The secretary may, where duly authorized by the board of directors, exercise any powers vested in the directors.
- The company secretary advises on changes to a company’s share structure, capital issues and restructuring. He/she ensures that all documents are properly executed and authenticated and properly filed with relevant regulatory bodies.
- Additionally, the company secretary is also saddled with the responsibility of advising on the importance of the balance of powers between the Company’s board of directors, Management, Shareholders and other Stakeholders. The Company Secretary must provide facilities for the public inspection of documents.
In the performance of these duties, a company secretary must ensure that the provisions of the Articles of Association, all statutes regulating the operations of the Company, rules and
regulations and international or sector specific corporate governance policies are complied with. The immense role of the company secretary cannot be understated.
The role of the company secretary has thus moved away from that of being a mere administrative assistant to being a necessary official for ensuring the corporate success of a company. We can safely state that behind every successful board is a competent company secretary.
For: Adebola Sobanjo Associates Limited.