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 In the past, the definition given to
the term “Company Secretary” tended to undermine the role of the Company
Secretary in the scheme of the company’s operations. Although the legal status
of the Company Secretary is not provided for in most legislation that governs
company affairs, it is generally accepted that the secretary is the chief
administrative officer of the business of the company. The position of the
Company Secretary as a mere clerk was overturned in the case of Panorama
Developments v. Fidelis Furnishing, the Court of Appeal held that even where the
authority is not expressly conferred nor conferred by implication, the
secretary is nevertheless the company’s chief administrative officer and has
ostensible authority in day-to-day administrative matters.


The Company Secretary has a formal
legal role to play within the company as the Companies and Allied Matters Act
makes the appointment of a Company Secretary a necessity for companies doing
business in Nigeria but there is however no legal inhibition or penalty on a
company for failure to appoint a Company Secretary. The appointment of the
Company Secretary is a function of the company’s Board of Directors.
The role of the Company Secretary is of
great practical importance within the corporate governance of a company and in
relation to the effectiveness of the company’s Board of Directors. The
responsibility of the Company Secretary in this capacity is to the company’s
Board of Directors through the chairman of the Board. The Company Secretary is
expected to maintain his integrity and independence in the performance of this
role so that his impartiality is not compromised.
The Company Secretary is a resource for
the whole Board as such all directors should have access to the advice and
services of the Company Secretary. The Company Secretary should also
demonstrate depth of knowledge Secretary in his ability to keep under review
legislative, regulatory and governance developments which have the tendency of
impacting either positively or negatively on the business of the company.
The Company Secretary should possess
strength of personality as he acts as the “conscience of the company”. The
Company Secretary ensures compliance of the company to its statutory
obligations by a combination of his personal actions and by advising the Board
of directors collectively and individually of their own duties and
responsibilities. The Company Secretary also requires excellent communication
skills, and a thorough knowledge of the company’s business. Being a crucial
link between the company and its service providers like accountants and
solicitors, sound knowledge of the company’s business will aid the Company
Secretary in assessing their ability, competencies and performance. It will
further aid proper coordination of the company’s activities. The Company
Secretary also needs to manage various relationships within the company in a
way that facilitates the business of the company.
 In many companies, the Company
Secretary also doubles as in-house-counsel (Chief Legal Officer, Legal Adviser,
etc.) and reports to the Managing Director. He is also a member of the
Management team in some companies. The duality of these functions and
responsibilities performed by the Company Secretary usually casts doubts on his
ability to maintain the level of independence required of his office. There are
also issues of conflict of interest which may arise in carrying out the duties
of both offices. It therefore becomes necessary for the company to adopt a
structure which guarantees the independence of the Company Secretary and
entrenches a valuable corporate governance culture within the company.
It is the aim of companies to achieve
the highest standards of transparency, accountability and good corporate
governance without unduly inhibiting enterprise and innovation. It is therefore
imperative that the position of the Company Secretary is occupied by an
individual with the requisite diversity of knowledge and experience necessary
to assist the Board in steering the growth of the company in the right
Ed’s Note: This article was originally
posted here