Introduction to the roles of Company Secretaries
In the modern Nigerian corporate environment, compliance is no longer a mere administrative function, it is a critical component of corporate survival. Companies today operate under regulatory scrutiny, where a single lapse in governance can lead to sanctions, reputational damage, or even corporate collapse. At the centre of this compliance framework lies a key but often underestimated figure: the company secretary.
Far from being a mere record-keeper, the company secretary plays a strategic role in ensuring that a company operates within the boundaries of the law. Under the Companies and Allied Matters Act (CAMA) 2020, the position of a company secretary has evolved into one of legal responsibility, corporate governance, and regulatory oversight. Understanding the roles, duties, and liabilities of company secretaries under CAMA 2020 is therefore essential for companies, directors, and legal practitioners seeking to maintain proper corporate governance and avoid legal pitfalls.
WHO IS A COMPANY SECRETARY UNDER CAMA 2020? ROLES OF COMPANY SECRETARIES
A company secretary is an officer of the company responsible for ensuring compliance with statutory and regulatory requirements, as well as maintaining proper corporate records.
Under Section 330 of CAMA 2020, every public company is required to appoint a company secretary. While private companies are not mandatorily required to appoint one, they may do so where necessary for effective corporate governance. The law recognises the company secretary as a key officer who acts as a bridge between the board of directors, Shareholders and regulatory authorities. Thus, the role of a company secretary under CAMA 2020 goes beyond clerical functions and extends into legal and governance responsibilities.
QUALIFICATIONS FOR THE ROLES OF COMPANY SECRETARIES
Under Section 332 of CAMA 2020, a person shall not be qualified to act as a company secretary of a public company unless they possess the requisite knowledge and experience. The Act recognises the following as qualified persons:
- Legal practitioners
- Members of the Institute of Chartered Secretaries and Administrators
- Chartered accountants
- Persons with relevant experience
ROLES OF COMPANY SECRETARIES UNDER CAMA 2020
The roles of a company secretary under CAMA 2020 are extensive and critical to corporate governance.
1. Ensuring Statutory Compliance
One of the primary roles of a company secretary under CAMA 2020 is to ensure that the company complies with all legal and regulatory requirements. This includes:
- Filing annual returns
- Maintaining statutory registers
- Ensuring compliance with CAC regulations
Failure to comply can expose the company to penalties.
2. Corporate Governance Advisory
A company secretary under CAMA 2020 serves as an adviser to the board on governance matters. They ensure that:
- Board procedures are followed
- Decisions comply with the law
- Corporate governance standards are upheld
In Longe v. First Bank of Nigeria Plc (2010) 6 NWLR (Pt. 1189) 1 (SC), the Supreme Court emphasised the importance of adherence to corporate governance procedures, highlighting the relevance of officers like the company secretary.
3. Organising Meetings
Another key role of a company secretary under CAMA 2020 is organising and coordinating meetings. This includes:
- Board meetings
- Annual General Meetings (AGMs)
- Extraordinary General Meetings (EGMs)
The secretary ensures proper notice, documentation, and compliance with statutory requirements.
4. Record Keeping and Documentation
A company secretary under CAMA 2020 is responsible for maintaining minutes of meetings, register of members and register of directors. Proper record-keeping is essential for legal compliance and dispute resolution.
5. Liaison with Regulatory Authorities
The company secretary acts as the official link between the company and regulatory bodies such as the Corporate Affairs Commission (CAC). They ensure timely filing of documents and communication with regulators.
ROLES OF COMPANY SECRETARIES UNDER CAMA 2020
The duties of a company secretary under CAMA 2020 are both statutory and fiduciary in nature.
1. Duty of Care and Diligence
A company secretary is expected to perform their duties with reasonable care, skill, and diligence. Negligence in carrying out responsibilities may result in liability.
2. Duty to Act in Good Faith
Although traditionally associated with directors, courts increasingly expect company secretaries to act in good faith in the best interest of the company.
3. Duty to Ensure Compliance
Under CAMA 2020, a company secretary must ensure that the company complies with statutory obligations. Failure to do so may result in penalties for both the company and the secretary.
4. Duty to Maintain Confidentiality
A company secretary under CAMA 2020 must keep company information confidential and avoid misuse of sensitive data.
LIABILITIES OF COMPANY SECRETARIES UNDER CAMA 2020: ROLES OF COMPANY SECRETARIES
The role of a company secretary under CAMA 2020 carries significant legal responsibilities, and failure to perform these duties can result in liability.
1. Statutory Liability
A company secretary may be held liable for:
- Failure to file statutory returns
- Non-compliance with CAMA provisions
- False or misleading filings
CAMA imposes penalties for such breaches.
2. Civil Liability
Where a company secretary acts negligently, they may be liable for damages. In Yesufu v. Governor of Edo State (2001) 13 NWLR (Pt. 731) 517, the court recognised that corporate officers may be held accountable for wrongful acts carried out in the course of their duties.
3. Criminal Liability
A company secretary may face criminal liability where false statements are made, fraudulent activities are carried out and there is intentional non-compliance
4. Liability for Misrepresentation
If a company secretary authorises or participates in the issuance of false information, they may be personally liable.
RELATIONSHIP BETWEEN COMPANY SECRETARY AND DIRECTORS
The company secretary works closely with directors but does not replace them. Directors make decisions while secretary ensures those decisions comply with the law. In practice, the company secretary acts as the legal conscience of the company.
CONCLUSION ON ROLES OF COMPANY SECRETARIES
The role of a company secretary under CAMA 2020 has evolved into a critical component of corporate governance in Nigeria. Their responsibilities go beyond administration. They are custodians of compliance, governance, and corporate integrity.
Ultimately, appointing a competent company secretary under CAMA 2020 is not just a legal requirement, it is a strategic decision that can determine the long-term success and stability of a company.
Contributors
OJIENOH SEGUN JUSTICE, ESQ
Lead Partner, EKO SOLICITORS & ADVOCATES
Counsel, EKO SOLICITORS AND ADVOCATES
Salawa Abike Sule-Azeez
Counsel, EKO SOLICITORS & ADVOCATES