When the title Company Secretary (CS) is mentioned, most people visualise a typical stereotype of a man or woman who assists a board chair and directors. The stereotype often invokes a picture of a person who scampers around, takes notes, follows up on tasks for others and sets up meetings. This is no longer the case as the role of the CS has significantly evolved. Below are some of the reasons every company must have a CS.
1. By Law - It is a legal requirement for every private and public company in Nigeria to have a CS.
2. For Compliance - a CS has the fiduciary responsibility to ensure that directors and shareholders comply with the provisions of the Companies and Allied Matters Act (CAMA), Securities and Exchange Commission rules and Codes of Corporate Governance.
3. Board Advisor - The CS holds the highest level of responsibility to directors and shareholders and is the overall “go to” person in respect of a company’s constitutional matters.
4. Corporate Governance – The position of a CS is a key governance position as he/she is responsible for ensuring compliance with governance requirements.
5. Business and operational duties - The CS prepares the agenda for statutory meetings, prepares and effectuates resolutions and minutes, files annual returns and changes to constitutional documents , maintains statutory registers, etc., with the Corporate Affairs Commission.
Undoubtedly, the 20th century CS is an invaluable resource person for a company and its stakeholders. Non-complying companies are advised to appoint a CS while companies that already have a CS should enforce the words in the image below:
image culled from www.zazzle.com
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Adepetun Caxton-Martins Agbor & Segun
9th Floor, St. Nicholas House, Catholic Mission Street, Lagos Island, Lagos State, Nigeria.
Telephone: +234 (1) 462 2094; 462 2480; 740 6743 Fax: +234 (1) 461 3140