A friend asked me recently about the role of a company secretary as he was just about to incorporate his company and had no clue as to why he needed a secretary. In his words “what is the secretary going to be doing?”
This made me think for a second and then I realized that a lot of people think of a secretary in the light of a messenger, a personal assistance to the boss, or even a typist as it was in the days of old.
So I’ve decided to set the records straight on the duties of a company secretary.
The duties of a company secretary include the following:
- attending the meetings of the company and the board of directors with their committees, rendering all necessary secretarial services in respect of the meeting and advising on compliance by the meetings with applicable rules and regulations;
- keeping and maintaining the registers and other records required to be maintained by the company under the relevant laws and regulations governing the company’s business (e.g the Companies and Allied Matters Act);
- rendering proper returns and giving notification to the Corporate Affairs Commission (CAC) and other relevant regulatory bodies such as the Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN) etc as required; and
- carrying out such administrative and other secretarial duties as directed by the director, or the company.
On a related note, please note that a company secretary is appointed by the directors of the company.
Also, with respect to private companies, a director has the duty to ensure that the secretary of the company is a person who appears to him to have the requisite knowledge and experience to discharge the functions of a secretary as set out above.
A public company may have one of the following persons as its secretary:
- a member of the Institute of Chartered Secretaries and Administration; or
- a legal practitioner within the meaning of the Legal Practitioners Act 1975; or
- a member of the Institute of Chartered Accountants of Nigeria or such other bodies of accountants as are established from time to time by a Law; or
- any person who has held the office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in a public company; or
- a body corporate or firm consisting of members each of whom is qualified under any of the above classes.