Every Company shall have a gateman
Secretary, so says the HR Manager law in Section 293 of The Companies and Allied Matters
Act, CAP. C20, Laws of the Federation of Nigeria. By secretary, I do not mean a
receptionist or a customer care practitioner; neither do I mean a person who
just assists with correspondences or making appointments nor that stern looking
woman who sits in front of the Executive- Director’s office and acts like she’s
the gate-keeper to the Promised Land. By Secretary, I mean a corporate officer
in charge of the official correspondences of the company, minutes of board
meetings, and records of stock ownership and transfer. 

 A company secretary is appointed
and can be removed by the Directors of a company, and like the Directors of a
company, the secretary plays a very important role in the company’s daily
administration. The part played by the Company Secretary is further strengthened
by the Corporate Affairs Commission (CAC) directive that all companies appoint a
Company Secretary and file evidence of same before the commission.

CAMA, in Section 298 provides that
the functions of a Company Secretary includes;
a. Attend
the meeting of the company, the board of directors and its committees,
rendering all necessary secretarial services in respect of the meeting and
advising on compliance by the meetings with the applicable rules and
b.  Maintaining
the registers and other records required to be maintained by the company under
this Act;
c.  Rendering
proper returns and giving notification to the commission required this Act; and
d. Carrying
out such administrative and other secretarial duties as directed by the
director, or the company.  
It is the duty of the Company
Secretary to maintain certain statutory registers on behalf of the company
  • Register of members and shareholders.

  • Index of members where they are more than 50.
  •  Register of Debenture Holders 
  • Register of Directors/ Secretaries.
  •  Accounting records
  • Register of charges, and  
  • Register of interest in shares.

Furthermore, a secretary shall
not owe fiduciary duties (duty to act with good faith) to the company except where
he is acting as its agent, then he shall owe fiduciary duties to it, and as
such shall be liable to the company where he makes secret profits or lets his
duties conflict with his personal interests, or uses confidential information
he obtained from the company for his own benefit (Section 297).  

To be a Company  Secretary, such person must have the requisite
knowledge and experience to discharge the functions of a secretary, and in the
case of a public company, he shall be either a member of the Institute of
Chartered Secretaries and Administrators; or a legal practitioner; or a member
of the Institute of Chartered Accountants; any person who has held the office
of company secretary for a period of 3 years; or a corporate body or firm
consisting of the above mentioned people (Section 295).
Adedunmade Onibokun Esq.