Under Common Law, a Company Secretary was regarded as a mere clerk with no ostensible authority to bind the company. His primary business was to run errands for the Directors. However, overtime the status, role and position of a Company Secretary has evolved into a rather important and high ranking office. Today, most Company Secretaries across the world are directly involved in the management of the company.
The modern Company Secretary is an officer of the company whose role include arranging company meetings within the statutory period; attending company meetings and guiding the shareholders and directors on the proceedings in the meetings; taking minutes and performing other secretarial services at company's meetings; advising the company on regulatory, governance and compliance issues; keeping and managing company records and registers; effecting statutory filings at the Companies Registry; implementing decisions of the Board of Directors ("the Board"); countersigning documents and upon approval of the Board, exercising the powers of a Director of the company.
In order to grapple with the enormous responsibilities of the office, a Company Secretary must possess a deep understanding of the legal system as it affects the business climate in Nigeria, good communication and interpersonal skills, knowledge of corporate, securities and business laws, knowledge of regulatory and compliance issues, management and organizational skills, analytical and problem solving skills, knowledge of using Information Technology, knowledge of basic accounting principles, ability to read early warning signs of likely problems which may affect company's growth and operations and ability to mediate in company meetings to achieve a consensus between the directors and shareholders.
In Nigeria, every company must have a Company Secretary. In case of a public company, its Company Secretary must be either a member of the Institute of Chartered Secretaries and Administrators; a Legal Practitioner; a member of the Institute of the Chartered Accountants of Nigeria or such other bodies of accountants as are established from time to time by an Act; any person who has held the office of the secretary of a public company for at least 3 (three) years of the 5 (five) years immediately preceding his appointment in a public company; or a body corporate or firm consisting of members each of whom is qualified as Chartered Secretaries and Administrators, Legal Practitioner or Chartered Accountants ("the professionals").
The essence of the statutory provision for a public company to choose a Company Secretary from the professionals is to enthrone professionalism in company affairs. Though a private company may appoint any person who appears to have the requisite knowledge and experience to discharge the functions of a secretary as Company Secretary, it is far better to choose any of the professionals as Company Secretary because they are specifically trained on company management and operations.
A Company Secretary is appointed by the Directors and they fix his remuneration. Company Secretary of a private company may be removed by the Directors in accordance with the provisions of his contract. In removing a Company Secretary of a public company; the Board must give notice to him stating their intention to remove him, state the grounds on which they intend to remove him; give him at least 7 (seven) working days within which to make his defense and give him an option to resign from his office within a period of 7 (seven) working days, failing which the Board shall remove him if his defence against the grounds in the notice are not cogent.
Recent technological advancement which allows promoters of a company to incorporate the company without the advice of the professionals has led to the misconception that a company may run well without the professional guidance of a trained Company Secretary. However, the operations of successful companies have shown that retaining a Company Secretary is cost effective. The main reason for this is that the directors are allowed to concentrate their efforts towards managing the company while the Company Secretary ensures the company complies with strict legal requirements.
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