The idea of a company secretary has over time transcended beyond the clerical and administrative responsibilities associated with the role. The company secretary has grown to become a critical officer of the company and it is mandated by law for some categories of companies to have company secretaries. The company secretary from the writer’s perspective is an independent officer of the company who acts a bridge between the company and directors, company and stakeholders/shareholders, company and employees. The company secretary is responsible for the effective administration, regulatory compliance and corporate governance mandate of the company. More succinctly, the powerhouse of the Company.
In this article we shall examine who a company secretary is, their roles, the services they render and the benefits of having a company secretary.
THE COMPANY SECRETARY
The Company Secretary is an officer (person or firm) of the company responsible for the efficient administration of a company. They are charged with ensuring that the company is at all time in compliance with the relevant statutory and regulatory requirements. In a properly structured organisation, the company secretary heads the corporate department which consist of the corporate governance team, regulatory compliance team and administrative team. They are also responsible for implementing the decision of the Board of Directors and the General Meeting (meeting of all stakeholders and directors of the company).
In Nigeria, Section 330 of the Companies and Allied Matters Act, 2020 (CAMA) provides that every Company except in the case of a small company, shall have a secretary. The company secretary must consent to act in the capacity of a secretary. According to section 322 of CAMA, it is the duty of the director of the company to ensure that the secretary of the company is a person who appears to have the requisite knowledge and experience to discharge the functions of a secretary of a company, and particularly for a public company the secretary must be:
- A member of the Institute of Chartered Secretaries of Nigeria (ICSAN);
- A legal practitioner;
- A member of Chartered Accountants of Nigeria;
- A person who has held the office of the company secretary of a public company for at least three years of the five years immediately preceding the appointment; or
- A body corporate or a firm of members who are qualified under either of the above requirements.
In appointing a company Secretary, it is imperative to appoint a person or firm of repute possessing qualities such as integrity, adequate knowledge of the business and industry of the organisation, effective written and spoken communication skills.
DUTIES OF A COMPANY SECRETARY
The duties and functions of a company secretary range from scheduling and organizing the company meeting, keeping record of the minutes of meeting and company records to providing advice on compliance. Specifically in providing adequate secretarial and corporate governance service, the company secretary is expected to among others:
- Ensure compliance of the provisions of CAMA and rules made there-under and other statutes and bye-laws of the Organization.
- Ensure that business of the company is conducted and managed in accordance with its objects as contained in its memorandum and articles of association and the provisions of the CAMA.
- Prepare the agenda in consultation with the Chairman and the management of the Organization and the other documents for all the meetings of the board of directors.
- Arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
- Attend the board meetings in order to ensure that the legal requirements are fulfilled and provide such information as are necessary.
- Prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
- Arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct record thereof.
- Carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
- Prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorized by the board of the directors or the management.
- Engage legal advisors and defend the rights of the Organization in Courts of Law.
- The company secretary is also expected to maintain among others: the register of transfer of shares, the register of buy-backed shares by a company, the register of mortgages, the register of members and index thereof, the register of debenture-holders, the register of directors and other officers, Minute books.
In providing ample regulatory compliance service the company secretary is expected to:
- Advise the company on new industry practices and regulations in order to make sure that the company conducts its business within the ambit of the law.
- Ensure that the company is kept abreast of the current trends in law, comply with the law & regulations as they change per time.
- Interface with regulatory bodies and carry out all statutory filings for the Company.
- Provide advice to the company on general compliance and corporate governance matters.
The company secretary is crucial to the growth and operation of the company. Appointing a company secretary could be a herculean task as so much borders appointing a person or firm who did not take part in the vision of birthing the company, to now run the affairs of the company as its guardian.
To simplify the process, attention should first be paid to the legal requirements for appointing a secretary. A company may choose to peruse a directory of qualified professionals or firms with requisite experience in the industry of the company. Where in doubt companies may request for proposals form qualified professionals or firms to better streamline their options or appoint based on referrals and body of work of the professional or firm.
Recommendation goes to appointing a firm as a company secretary for a rounded, professional, structured and cost-effective service.
Written by Osama Obasoyo
Osama Obasoyo is an Associate with Marcus-Okoko & Co., and specializes in Secretarial Advisory, Corporate Practice, and Internation Trade.