Corporate governance refers to the system by which companies are directed, controlled and held accountable. It encompasses the structures, processes and relationships through which the affairs of a company are managed and supervised, with the ultimate objectives of promoting accountability, transparency, responsible decision making, integrity and the sustainable success of the company. Within this framework, the Company Secretary occupies a unique and increasingly important position. The office has developed considerably from its traditional administrative function to one that is central to effective corporate governance.
A company, being an artificial legal person, cannot act physically or make decisions by itself. It acts through its organs and authorised agents. The principal organs of a company are the Board of Directors and the members in general meeting(1)(3). Other officers may also, in appropriate circumstances, be regarded as organs or representatives of the company. In Fanton v Denville (1932) 2 KB 309,[5] a general manager was regarded as the alter ego of the company, illustrating the principle that the acts of persons exercising authorised functions on behalf of a company may, in appropriate circumstances, be treated as the acts of the company.
This principle was illustrated in H.L. Bolton (Engineering) Co. Ltd v Graham & Sons Ltd [1957] 1 QB 159(3), where Denning LJ famously likened a company to a human body. The directors and managers who constitute the directing mind and will of the company were compared to the brain and nerve centre, while other employees were likened to the hands through which the company’s activities are carried out. The decision demonstrates that although a company is a separate legal personality, it must necessarily act through human beings.
The Company Secretary occupies a distinctive position within this structure. Although the Secretary is not one of the principal governing organs of the company, the office is recognised as an important corporate office with substantial responsibilities. In Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971] 2 QB 711(4), the Court of Appeal recognised the modern position of the Company Secretary and rejected the outdated view of the Secretary as merely a clerical employee. The decision reflects the evolution of the office into that of an important corporate officer with authority in matters falling within the ordinary administrative functions of the office.
Under the Companies and Allied Matters Act 2020 (CAMA)(1), the statutory position of the Company Secretary is expressly recognised. Section 330 provides that, except in the case of a small company, every company shall have a Company Secretary. Sections 330 to 340 deal with matters relating to the appointment, qualification, duties and other aspects of the office. Section 335 in particular sets out the duties of the Company Secretary, including attending meetings of the company, Board and committees and providing the necessary secretarial services, maintaining registers and records required by law, rendering returns and notifications to the Corporate Affairs Commission, and carrying out other administrative and secretarial duties.
These statutory responsibilities, however, represent only one aspect of the modern Company Secretary’s role. Corporate governance has expanded the office considerably. The Nigerian Code of Corporate Governance 2018 (NCCG), particularly Principle 8, recognises the Company Secretary as an important support to the effectiveness of the Board and emphasises the Secretary’s role in assisting the Board and management to develop good corporate governance practices and culture within the company.(2)
The Company Secretary therefore serves principally as a governance adviser, facilitator and coordinator.(2)(6)(8) One of the most important responsibilities is advising the Board and the Chairman on corporate governance matters. The Secretary should keep the Board informed of relevant developments in company law, regulatory requirements, corporate governance codes and the company’s own constitutional and governance documents. The Secretary may also advise on directors’ duties, conflicts of interest, related party transactions, disclosure obligations, Board procedures, shareholder rights and matters requiring Board or shareholder approval.
The importance of this advisory role is that the Company Secretary is expected not merely to record what the Board has decided, but to help ensure that decisions are reached through a proper and lawful process. Where a proposed action raises a governance or compliance concern, the Secretary should bring the matter to the attention of the Chairman and the Board. The Secretary must therefore possess sufficient professional independence and competence to provide objective advice, even where that advice may require the Board or management to reconsider a proposed course of action.
An important part of this responsibility is ensuring effective information flow. A Board cannot properly discharge its oversight responsibilities without timely, accurate and adequate information. The Company Secretary facilitates the flow of information between the Board and management, between the Chairman and directors, and between the Board and its various committees. The Secretary coordinates the preparation and circulation of Board papers, agendas, reports and other relevant materials and ensures that directors receive the information necessary to make informed decisions. The Secretary may also assist in ensuring that non-executive directors receive sufficient information to exercise independent judgement. (2)(6)
The effectiveness of Board meetings is another important area of responsibility. Before meetings, the Company Secretary works with the Chairman and management to prepare the agenda, coordinate Board papers, issue notices and ensure that matters requiring Board attention are properly presented. During meetings, the Secretary provides procedural guidance, records attendance and declarations of interest, and ensures that resolutions and decisions are accurately documented. After meetings, the Secretary prepares the minutes, communicates relevant decisions, maintains the records and follows up outstanding action points. The Secretary therefore facilitates the entire Board governance cycle rather than merely taking minutes.
Proper minutes are particularly important because they provide an official record of the decisions and proceedings of the Board or general meeting. They also preserve the company’s institutional memory and provide a basis for monitoring the implementation of decisions. The Company Secretary must therefore ensure that minutes are accurate, sufficiently detailed and properly maintained without turning them into a verbatim transcript of every discussion.
The Company Secretary also plays a significant role in ensuring compliance with statutory and regulatory requirements. CAMA requires the Secretary to maintain statutory registers and records and to make appropriate returns and notifications to the Corporate Affairs Commission. The Secretary may therefore be responsible for monitoring matters such as annual returns, changes in directors or secretaries, persons with significant control, corporate resolutions and other statutory filings. In regulated companies, the governance and compliance responsibilities may extend to interactions with bodies such as the Securities and Exchange Commission, the Nigerian Exchange and relevant sector regulators. ()(7)
The Secretary’s responsibility for compliance should, however, not be understood as purely administrative. Effective governance requires the Secretary to help the company anticipate and manage compliance obligations rather than merely respond when deadlines arise. A properly maintained governance calendar, for example, enables the company to monitor Board meetings, committee meetings, annual general meetings, statutory filings, Board evaluations, policy reviews and other important governance events.
Another important aspect of the Company’s Secretary’s role is supporting the effectiveness of the Board itself. The Secretary may coordinate the induction of newly appointed directors, ensuring that they understand the company’s business, structure, constitutional documents, governance framework, regulatory environment, Board responsibilities and their own duties as directors. The Secretary may also facilitate continuing education and professional development for directors.(2)(6)
Similarly, the Company Secretary can assist with Board and committee evaluations. Effective governance requires periodic assessment of whether the Board, its committees, the Chairman and individual directors are performing effectively. The Secretary may coordinate the evaluation process, compile relevant information and ensure that recommendations arising from the evaluation are followed up.
The Secretary also supports the work of Board committees. Modern corporate governance frequently involves committees such as Audit, Risk Management, Governance and Nominations, and Remuneration Committees. The Company Secretary assists with their meetings, agendas, papers, minutes, terms of reference and reporting to the full Board. This helps ensure that committees do not operate in isolation and that their work feeds effectively into the Board’s overall oversight function.
The relationship between the Company Secretary, the Chairman and the Chief Executive Officer is particularly significant. The Secretary works closely with both the Chairman and the CEO but must retain sufficient professional independence to perform the governance function objectively. The Secretary supports the Chairman in ensuring that the Board operates effectively, while also working with management to obtain the information and reports required by the Board. The Secretary consequently serves as an important link between the Board and executive management.
The Secretary also facilitates the relationship between the company and its shareholders. This is particularly evident in the organisation of general meetings. The Secretary assists with notices, agendas, resolutions, shareholder communications, voting arrangements, minutes and the filing of relevant documents. In this regard, the Secretary helps ensure that shareholders are able to exercise their rights and that the company complies with the legal requirements governing meetings of members.
Another important governance responsibility concerns conflicts of interest. Directors and senior officers may have personal or external interests capable of affecting, or appearing to affect, their judgement. The Company Secretary can help ensure that such interests are properly disclosed, recorded and managed in accordance with applicable law and the company’s governance policies. Maintaining appropriate registers of interests and ensuring that declarations are recorded at meetings are therefore important aspects of the Secretary’s governance function.
The Company Secretary also contributes to the company’s governance culture. Good governance is not achieved simply by creating policies and procedures. It requires those policies to influence actual corporate behaviour. The Secretary can help promote a culture of transparency, accountability, integrity and compliance by ensuring that governance procedures are consistently followed and that the Board and management understand the reasons behind them. In this respect, the Secretary acts as a form of institutional guardian of good governance practices.
The role may also extend to supporting the Board’s oversight of risk and internal controls. Although the Company Secretary does not ordinarily assume the responsibilities of the risk manager, compliance officer or internal auditor, the Secretary can ensure that significant governance and compliance risks are brought before the appropriate Board or committee. The Secretary can also help ensure that decisions involving significant risks are properly documented and that relevant policies and Board directives are reviewed periodically.
Importantly, the Company Secretary must understand the limits of the office. The Secretary does not replace the Board and cannot ordinarily exercise powers vested in the directors merely by virtue of holding the office. Section 335(2) CAMA expressly provides that the Secretary shall not, without the authority of the Board, exercise any powers vested in the directors. The Secretary therefore advises, facilitates and coordinates but does not usurp the decision-making authority of the Board.
The Secretary’s position also carries important obligations concerning confidentiality and proper conduct. The Secretary has access to sensitive information relating to the company’s strategy, finances, transactions, litigation, Board deliberations and other confidential matters. Such information must be handled responsibly. Section 334 CAMA further recognises the fiduciary implications that may arise where the Secretary acts as an agent of the company, including obligations concerning conflicts, secret profits and the misuse of confidential information.
Ultimately, the significance of the Company Secretary in corporate governance lies in the ability of the office to connect the various components of the corporate governance framework. The Secretary links the Board with management, the Board with its committees, the company with its shareholders, and the company with regulatory authorities. Through proper advice, information management, meeting administration, statutory compliance, record keeping, Board support and governance monitoring, the Secretary helps create the conditions in which the Board can effectively discharge its responsibilities.
The modern Company Secretary should therefore not be viewed merely as the person who takes minutes or files annual returns. The office has evolved into that of a key governance professional and adviser to the Board. (2)(6)(8) The Secretary helps ensure that the right people make the right decisions, through the right processes, with adequate information and within the boundaries established by law, the company’s constitution and applicable governance standards.
In conclusion, effective corporate governance depends not only on the existence of a competent Board but also on the systems and processes that enable the Board to function effectively. The Company Secretary is central to those systems. By providing independent governance advice, facilitating information flow, supporting Board and committee effectiveness, ensuring statutory and regulatory compliance, maintaining corporate records and promoting a culture of accountability and integrity, the Company Secretary contributes significantly to the proper direction and control of the company. The office has therefore moved from being primarily administrative to becoming an indispensable component of modern corporate governance.
References
- Companies and Allied Matters Act 2020, particularly sections 330–340 and section 335.
- Financial Reporting Council of Nigeria, Nigerian Code of Corporate Governance 2018, particularly Principle 8.
- H.L. Bolton (Engineering) Co. Ltd v Graham & Sons Ltd [1957] 1 QB 159.
- Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971] 2 QB 711.
- Fanton v Denville [1932] 2 KB 309.
- Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), materials on the Company Secretary and corporate governance.
- Securities and Exchange Commission Nigeria, SEC Corporate Governance Guidelines.
- Chartered Governance Institute, materials on the role of the Company Secretary and governance professional.
