Nigeria: Company Secretary Effectiveness In Promoting Good Corporate Govenance With Focus On The Nigerian Jurisdiction

Elizabeth O. Idigbe1

Originaly published January 2015

INTRODUCTION

Under the provisions of the Companies and Allied Matters Act Cap C20 2004 (CAMA) of the Federal Republic of Nigeria the management of a company is squarely vested on the Board of Directors. They bear primary responsibility for directing management, and on any associated liability. Usually the law allows the Board to delegate its management powers to a committee or management usually headed by the Managing Director/Chief Executive Officer.

The 1990 CAMA, perhaps to improve effectiveness of management, created the statutory position of Company Secretary, which hither to was an optional practice among fairly large companies. In some other countries the officer is referred to as the Chief Governance Officer. At times the holder combines the position of legal adviser and is therefore referred to as Company Secretary/ Legal Adviser or General Counsel.

This paper will focus on this all-important office; discuss the duties of the Company Secretary and allude to the challenges of the office as well as make suggestions on strategy and practices that would engender the Company Secretary‟s effectiveness in promoting good corporate governance.

STATUTORY BASIS

Section 293 (1) of the CAMA provides that every company shall have a Company Secretary. The Corporate Affairs Commission (CAC) by its public notice of 27th of January, 2011 called on all companies to appoint Company Secretaries and duly file same with the Commission to avoid penalty. Therefore the position of the Company Secretary is mandatory for proper compliance under CAMA. Additionally, the responsibilities attached to the position will undeniably impact on the company‟s business.

DUTIES OF THE COMPANY SECRETARY

Section 298 of CAMA enumerates the duties of the Company Secretary as follows:

  1. Attending the meetings of the company, Board of Directors and its Committees, rendering all necessary secretarial services in respect of the meeting and advising on compliance by the meetings with applicable rules and regulations.
  2. Maintaining the registers and other records required to be maintained by the company under this Act; and
  3. Rendering proper returns and giving notification to the Commission required under this Act.
  4. Carrying out such administrative and other secretarial duties as directed by the directors, or the company.

CORPORATE GOVERNANCE FUNCTION

One major function of this office is ensuring compliance with applicable rules and regulations; in other words, ensuring that the principles of corporate governance as enshrined in relevant codes are complied with by the Board and Management. In some jurisdictions the Company Secretary is called the Chief Governance Officer.

"The proper governance of companies will become crucial to the world economy as the proper governing of countries"2. This underlines the importance of corporate governance.

Modern corporate governance can be defined as including the laws and regulations that affect the private ordering of corporate activities, necessary for efficient and competitive performance and the fair treatment of those who depend on the corporation and are impacted by its actions.3 In simple terms, corporate governance is how the Board of Directors runs the affairs of companies through the Management by being accountable and transparent to the shareholders and other stakeholders. Corporate governance has been described in so many ways, including that it is about risk, return, reputation and relationship. It certainly has a lot to do with good commonsense; as any business run with good corporate governance policies would be around for a long time, as long as other parameters required are in place.

Enforcement of corporate governance is essential and therefore backed by several statutes and statutory documents which include the Memorandum and Articles of Association of organizations, Companies and Allied Matters Act (CAMA)CapC20 2004 and the reviewed 2011 Code of Corporate Governance for Public Companies of the Securities and Exchange Commission (SEC). There is also the Code of Corporate Governance for Banks and Discount houses in Nigeria (2014) as well as the Code for Good Corporate Governance for the Insurance Industry 2009. However, while the Code for the Bank is mandatory the other two are encouraged and persuasive.

It is the responsibility of the Company Secretary to ensure that the Board and Management work with these codes and even set up corporate governance policy for the company based on the existing Codes. In truth, a Company Secretary is more effective and the Board and Management run smoothly with content shareholders and others stakeholders if indeed corporate governance principles are in place. Note however that these are based on certain assumptions that there is in place first and foremost a supportive board and supportive key shareholders. These assumptions are also derived from the provisions of the code as corporate governance has moved from mere competence of board and management to integrity of the persons.

Section 4.1 of the SEC Code of Corporate Governance (2011) states thus,

"The Board should be of a sufficient size relative to the scale and complexity of the Company's operations and be composed in such a way as to ensure diversity of experience without compromising independence, compatibility, integrity and availability of members to attend meetings."

Also Section 4.4 of the same code expects that members of the board will not only be competent but have integrity and be committed to the task of good corporate governance. Section 2.2.2 of the CBN Code also emphasizes integrity as a key characteristic for directors and Management. In fact, Section 36.3 of the SEC code also provides for "internal monitoring and enforcement of a well articulated Code of Conduct/ethics for directors, management and staff‟‟.

Other provisions to guide good governance practice include:

Separation of position of Chairman and MD/CEO as provided for in Section 5.1(b) and (c) of the SEC Code and Section 2.3.1of the CBN Code.

Appointment of a minimum of one independent director to the Board of public limited liability companies (PLC) as stated in Section 5.5 of the SEC Code.

From the above it is clear that there are detailed statutory provisions guiding good corporate governance practice in Nigeria. The fundamental question; however is how can this be achieved?

The SEC Code in Section 8 recommends that implementation of good corporate governance falls on the Company Secretary. The Corporate Affairs Commission as earlier mentioned also makes it mandatory for every company to have a Company Secretary. For cost effectiveness and efficiency it is recommended that smaller businesses appoint company secretarial companies as Company Secretary. Furthermore, the SEC Code Section 8 states that this officer of the company must be competent and that the selection process for his/her appointment or employment must be as rigorous as that of appointment of new directors. Suffice to say, this confirms the importance of the position of Company Secretary.

Other recommendations for enforcement of good corporate governance are as follows:

  • Description and importance of different Committees of the Board are stated in Section 9 of SEC Code and Section 5.3.12 of the CBN Code. Both Codes also recommend appraisal and evaluation of members of the board.
  • SEC code (Section 9) also provides in detail on meetings of both the Board and shareholders, insider dealing, conflict of interest, Whistle Blowing policies, code of ethics and business statement and Communication policy, amongst others. Both the SEC and CBN Codes encourage companies to establish a mechanism for reporting any illegal or substantial unethical behaviour. Section 32 (3) of the SEC Code also provides that a dedicated hotline or email system should be provided by companies to enable anonymous communication of unethical practices. The whistle blowing guideline of the CBN was also amended to include an email address anticorruptionunit@cbn.gov.ng to be circulated by all banks to stakeholders for whistle blowing reports to the CBN.
  • Section 35 of the SEC code provides that companies should adopt and implement a communication policy that enables the Board and Management communicate, interact with and disseminate information regarding the operation and management of the company to shareholders, stakeholders and the general public.

International best practice requires that companies set up policies to encourage and ensure good corporate governance practice. Additionally, establishment of a corporate governance frame work is highly recommended. Section 8.2 of the SEC Code states,

"The Company Secretary has the primary duty of assisting the Board and Management in implementing this code and developing good corporate governance practices and culture".

Undoubtedly, these are good provisions; however, implementation is often difficult for various reasons for the company secretary. First, there are confidentiality issues involved which could be breached if not handled properly. There are also sacred cows‟ that get away with almost every misdeed and in fact become the accusers instead of the offenders. Notwithstanding the above difficulties, the Company Secretary has a duty to ensure that the Board puts these policies in place and furthermore, that s/he works with management for their proper implementation.

The Board also owes a duty to the Company Secretary in accordance with Section 8.5 of the SEC Code which states that "The Company Secretary should be empowered by the Board to discharge his/her duties and responsibilities. His appointment and termination should be tabled and ratified by the Board". Reporting lines and duties of this officer are also clearly stated in Sections 8.1, 8.3 and 8.4.

It therefore behooves on the Company Secretary to ensure that good corporate governance practice is enshrined. Where this is achieved it makes liaising with the regulators easier and cordial. Note however that you cannot give what you do not have; therefore the Company Secretary must have some core competences to be able to function effectively.

CORE COMPETENCES OF A COMPANY SECRETARY

The core competences of an effective Company Secretary would include:

  1. Must be knowledgeable and open to learning. The Company Secretary must of necessity understand the business of the organization thoroughly. Proper advice can only be given to the Board and Management if you understand the business.
  2. Should be professional and objective in giving advice and carrying out the duties of the office. The case of Engineer Samuel Diden Yahaju Amaye & Associated Registered Contractors Ltd & 7ors, which involved the unlawful removal of the MD/CEO and the unprofessional role played by the Company Secretary, is relevant here.4
  3. Very good interpersonal skills. Directors would listen to you and seek advice from you if you have an amiable personality.
  4. Confidentiality is paramount and does not take away politeness or being amiable to directors and colleagues.
  5. Having a working knowledge of the Memorandum and Articles of Association of the company as well as regulations relevant to the business of the company. These would include CAMA, Investment & Securities Act (ISA), the Rules and Regulations of SEC, the SEC Code of Corporate Governance, or the specific one if any for the industry your company operates in and the Listing and Post Listing requirements of the Nigerian Stock Exchange (NSE).
  6. The Company Secretary must know where to find answers to proper procedures and guide the Board appropriately.
  7. The Company Secretary must have very good communication skills both oral and written. This is necessary in order to adequately capture discussions at the Board Committee, Board and shareholders meetings. Also when there is need to advice, to be able to speak clearly and straight to the point.
  8. Effective minute writing is imperative. It is important that the minutes are not personalized but rather decisions are captured. More details on minutes writing will be dealt with in of this paper.
  9. Being intuitive and able to read signals and provide appropriate warning to Management and the Board.
  10. The Company Secretary should be bold, confident, and creative and goal oriented. S/he should have the ability to see the end from the beginning and so alter plans to legitimately suit the result expected. For instance, to accommodate some of the directors‟ needs and encourage full attendance it may be necessary to move a Board meeting venue to a more relaxed environment.

KEY PERFORMANCE INDICATORS OF A COMPANY SECRETARY

It is very important to measure effectiveness of a Company Secretary by the following key performance indicators:

1. MEETINGS

There are extensive provisions in the Articles of Association of the company and Section 211 to 238 of CAMA in respect of conducting meetings of both shareholders and the Board and filing necessary resolutions emanating from the meetings.

A typical clause will read thus:

ANNUAL GENERAL MEETING (AGM):
The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next provided that so long as the company holds its first annual general meeting within eighteen (18) months of its incorporation; it need not hold it in the year of its incorporation. The annual general meeting shall be held at such time and place as the Directors shall determine.

EXTRA–ORDINARY GENERAL (EGM):
All general meetings other than the annual general meeting shall be called extraordinary general meetings.

Also provided is the notice period to be given to members for general meetings. It is usually 21 days for AGMs and EGMs at which a special resolution will be proposed for passing. If it is an EGM where no special resolution will be passed, 14 days will suffice.

PROCEEDING AT GENERAL MEETINGS:
All business shall be deemed special that is transacted at the extra ordinary general meeting and all business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts balance sheet and the reports of the directors and auditors, and other documents required to be annexed to the balance sheet, the fixing of the remuneration of the auditors and the election of directors and other officers in place of those retiring by rotation.

QUORUM:
This is the minimum number of persons that are required to be present to legitimately carry on the business of a meeting, which is usually stated in the Articles of Association.

CHAIRMAN:
The Chairman would preside generally at general meetings; where he is unwilling or not present within 15 minutes after the time fixed, the Directors present shall elect one of them to preside or, where no director is willing, members will elect a member. The manner in which resolutions are passed is also usually provided for.

CONTENT OF NOTICE:
The content of notice shall include type of meeting and the name of the company, place, date and time of the meeting. Date of issue of notice is also stated and of course signed by order of the Board with the name and address of the Company Secretary included.

THE AGENDA:
This is in two parts namely:

Ordinary Business: these are those stated in section 218 of CAMA which include declaration of dividends, presentation of the financial statements, reports of the directors and auditors, the election of directors in the place of those retiring and the fixing of the remuneration of the auditors.

Special Business: these are other issues not within the preview of this provision, such as, fixing of directors‟ remuneration and passing of Special Resolution on increase in share capital, mergers, etc.

It is also important to state that proxies are allowed and the manner in which they are appointed to represent members is by inclusion of a proxy form. In fact some articles have inserted standard proxy forms. Where dividend is declared, the date of postage to shareholders and closure of Register period should also be stated.

Audit Committee: for Public Limited Liability companies the provision of Section 359 (5) of CAMA will be stated on how nominations are made for shareholder members of this committee, which should be at least 21 days before the AGM.

BOARD MEETINGS AND BOARD COMMITTEE MEETINGS:

There are often clauses for meetings and proceedings of Board meetings in the Articles of Association. These would include quorum for the meeting which is necessary for transaction of the business of the directors. This is usually fixed by the directors. The Chairman in virtually all cases can requisition a meeting and usually would call on the Company Secretary to summon the meeting appropriately. In some Memorandum and Articles of Association, the MD/CEO and/or any Director or any two Directors can requisition a meeting of the Board.

Very important to mention is the fact that the Company Secretary must ensure that a Director is not included in discussions and decisions on any personal business that s/he is involved with. Directors should declare their interest in any business relationship if s/he intends to transact with the company and this should be properly recorded in the minutes.

For a meeting to be orderly it is important to ensure that persons invited to the meeting are brought in an orderly and timely fashion. Spacing out time allocations is important to avoid unnecessary waiting time for persons in attendance.

The Company Secretary should also guide the Board in setting up sub-committees of the Board especially for Plc companies and banks. The Code of Corporate Governance of SEC makes some of these committees mandatory: Audit Committee, Governance/Remuneration Committee, Risk Management Committee, and any other committee as may be required by the nature of the company business. I also recommend the Nomination and Establishment Committee. This committee will lay out clear criteria for selection and appointment of directors to the Board.

Every Company Secretary should encourage and ensure Board committees are functional as indeed that is where the Board can go through issues in detail, and properly analyse and understand the operations of the company that enables it make strategic decisions for the overall benefits of shareholders and other stakeholders. However, Committee‟s reports should be presented at Board meetings so members of the Board are informed and the decisions of the Committee passed as Board resolution by the full Board. It is also important to set approval limits for Committees and anything above those limits should be sent to the Board for approval in order to ensure transparency and have the Board still principally in control of the Management of the company.

Dates for at least four regular Board meetings, committee meetings and the annual general meeting in the preceding year should be set by the Company Secretary after consultation with the Chairman and the MD/CEO and approved by the Board at the end of each year.

2. THE COMPANY SECRETARY, LIAISON BETWEEN THE BOARD AND MANAGEMENT

The Company Secretary has a dual reporting line between the Management and the Board. Unlike any another key officer of the organization, the Company Secretary has a duty to report to the Managing Director/CEO and Chairman of the Board for Management and Board issues respectively.

The Company Secretary liaises with the Chairman on Board matters which will include agreeing on dates for calling various meetings, reviewing the agenda for meetings, reviewing draft Board minutes and signing of adopted minutes. The Company Secretary also liaises with the Chairman on implementation of Board decisions. However, the Company Secretary also reports to the Managing Director/CEO on day to day basis and ensures reports from him on behalf of the Management are made available to Board members on time. Again s/he ensures the implementation of Board decisions and resolutions.

It is important to maintain a good relationship between the Managing Director/CEO and the Chairman by carrying the MD/CEO along in discussions with the Chairman. Very important also is to manage the Chairman to have a cordial relationship with the other directors. The Company Secretary also needs to be witty and diplomatic enough to ensure that there no conflicts between the Managing Director and the Chairman or having either of them feeling less important. This interpersonal relationship management must be extended to all other Board members to discourage any ill feeling in the Board that may degenerate to Board conflict. The Company Secretary must have the general interest of the company in focus while relating to all these parties.

The Company Secretary though the liaison person for Board and Management must always send information to Management through the Managing Director. There may be instances where certain Board decisions will be assigned to the Company Secretary to execute even if it is outside her regular duties, in order to maintain confidentiality.

3. BOARD RECORD KEEPING

The Board has statutory records and items that must be kept, these include common seals, register of use of seal, register of Directors, register of secretaries, minutes books of the Board, its committees and general meetings, Board papers, CTC of statutory returns duly filed with CAC and other regulators, etc. All these must be kept safe by the Company Secretary and easily retrievable. The Board minutes is a confidential document and must be so kept.

It is advisable that the Board papers for each meeting are kept per meeting in bounded form or a single file so it is easy to make reference to and retrieve any information as regards any particular meeting.

Board Papers for Meeting:
Board members are usually very busy executives who prefer executive summaries of issues to be discussed at Board meetings. These papers can come from the Management, Board committees and professionals like the Internal and External Auditors or experts in other fields. It is important that this is arranged and collated sequentially as it appears on the meeting agenda to enable ease of understanding and reference. In fact I would advise these papers are bound in booklet or file form with a table of contents. Also each paper should be marked with separate colours to make it easy for directors to locate. This will help Board members study the information ahead of the meeting and engender smooth decision making for the Board. It is also important to ensure a paper itemizing each agenda to be discussed is inserted in each board meeting or committee file with space for notes to encourage directors to easily take down notes for their records at the meeting.

However, for sub-committees, it is advisable to have as much information as possible as members have the opportunity to do an in-depth analysis of the issues while reports forwarded to the Board can be summarized. In preparing the board papers, it is very important that the Company Secretary effectively communicate the issues correctly while being as concise as possible.

Follow-up with Management and Board committee members for timely implementation of Board decisions:
We already mentioned that the Company Secretary is a liaison person between the Board and Management and equally the driver of Board decisions to Management. This can be achieved through routine reporting to the Board and Management through the Managing Director on decisions of the Board, their implementation and effective follow up on same.

4. TRAINING OF DIRECTORS

The CBN Code states in section 2.4.7, "To enhance the effectiveness of Directors, the bank shall allow Directors access to corporate information under conditions of confidentiality; provide training and continuing education arrangements and facilitate access to independent professional advice".

The Company Secretary should therefore ensure directors are trained regularly. New directors should undergo training to understand their duties, responsibilities and liabilities. Section 8.4 (b) of the SEC Code makes it a duty of the Company Secretary to coordinate the orientation and training of new directors. It is also the duty of the Company Secretary to ensure that directors are trained to understand the business of the company, as this is very important. Directors should also undergo trainings on corporate governance framework and the various policies of the company in order to understand and ensure implementation.

5. REPORT WRITING SKILLS

Communication skills both verbal and written are essential for effective company secretarial practice. The Company Secretary should be able to record all decisions reached at meetings and the key points that underpin the decisions. Also resolutions passed should be clearly written and easy to understand.

There is nothing as terrible for draft minutes to be considered and directors raising issues that were left out or correcting spellings or grammar. Minutes should be in the past tense and should not be personalized; for example, "Mr X then said and Mr Y then replied" should not be in minutes. Such could only be done in exceptional cases particularly where it is a dissenting opinion and the directors want it to be recorded. It is often better to write "it was therefore agreed or decided" or "Members directed that Management should..."

For reports, the Company Secretary could prepare reports on issues as directed by the Board and the same rules should apply. All annexure should be attached in sequential order and for easy identification. Other reports from the Management or external consultants should also be properly arranged, bound or in a file form for directors.

Timeliness in writing minutes – Best Practice rule:
Draft minutes of meeting should be ready within 24-48 hours. However where the Company Secretary has the dual role of legal adviser and is under work pressure, perhaps there have been several meetings within the week, minutes preparation should not exceed 72 hours. This practice is to ensure that all the discussions at the meeting are adequately captured. When writing of minutes is delayed you are most likely to omit important discussions or decisions.

Moreover, certain decisions for implementation would be delayed if the draft minutes are not available on time. This is because decisions are taken at meetings and the minutes are conclusive evidence of matters that were agreed and actions to be implemented going forward even before the next Board meeting.

Sect 241(1) of CAMA made it mandatory for minutes to be taken, as follows:

  1. Cause minutes of all proceedings of general meetings
  2. All proceedings at meetings of its directors; and
  3. Where there are managers all proceedings at meetings of its managers to be entered in books kept for that purpose

Content of minutes:
The content of minutes should be as follows:

  1. Heading
  1. The name of the company
  2. Type of meeting and the no. of the meeting
  3. The date and place of the meeting held
  1. Names of those present for Board committee and Board meetings. For general meetings, particularly, for Public Limited Liability companies where you have large number of shareholders, the number of shareholders present at the start of the meeting is recorded as advised by the Registrar
  2. Those in attendance are also indicated e.g Company Secretary and others invited to the Board meeting like External Auditors, etc.
  3. Apologies should be noted
  4. Agenda
  5. Time the meeting commenced
  6. Main body of the minutes as per agenda details of discussion or rather key rationale behind the decisions reached are to be recorded therein
  7. Discussions and full terms of resolutions adopted and passed
  8. Adjournment at the end of the meeting indicating those who moved the motion for adjournment
  9. Side notes of actions to be taken and by who should be indicated at the right hand side
  10. Minutes should be properly paged and the Chairman should endorse all pages to ensure no page can be removed and replaced
  11. There should be signature columns for the Chairman and Secretary to sign

Section 241(4) provides sanctions for non-compliance with Section 241(1).

6. EFFECTIVE MANAGEMENT OF BOARD ROOM POLITICS

A core competence of the Company Secretary as earlier stated is the ability to mediate and assist the Board members to achieve a consensus. Since the Company Secretary is intuitive and can read signals of disaffection or disagreement he or she can act as a mediator to ensure the Board works in unison.

It is important that the Company Secretary is independent and professional in order not to be caught in Board room politics. Never take sides but be bold enough and truthful to advise the Board on the Law and procedures and best practices, while remaining polite. Mediation is a means by which you allow parties to reach settlement by merely guiding them, and this the best way to manage Board room politics. Never tell another director anything negative said to you about him/her by another director. The confidentiality of the job should help to achieve this. Never take positions but identify what the interest of the company is and work towards achievement of this result. Remember, the directors are human beings and have emotions. You therefore work with each one accordingly and achieve consensus without hurting his/her ego.

However, it is important to state that whilst doing this, where the situation is such that the members of the Board have allowed a particular director, in most cases the Chairman, to dominate and do whatever pleases him even against the interest of the company, then firmly but politely ensure corporate governance is in place. Where it is clear that you are expected to do the wrong thing then perhaps it is time to leave and get another job or career outside this company.

7. OFFICE AND CASE MANAGEMENT (INCLUDING LITIGATION)

In most organizations, the Company Secretary is a legal practitioner (although it does not have to be so) and also heads the legal department as the Legal Adviser. It is when the Company Secretary wears this dual hat that s/he is expected to have this report prepared and put forward to the Board. The Board in managing the business of the company must of necessity have this information which forms part of the contingent liability of the company.

Where there is no dual cap, the Company Secretary must ensure this report is prepared by the legal adviser and would be part of the reports given by Management to the Board for consideration.

It is expected to be updated from time to time. The Board may delegate follow up on this to one of its committees in order to be fully abreast of this critical issue which could be adverse to the operations of the business. It is therefore important that the Company Secretary keeps a close tab on this to ensure the Board is informed accordingly as this is considered in preparation of the financial report of the company.

8. ETIQUETTE

Etiquette is doing things in an ethical manner and involves appropriate dressing, speaking, carriage, eating properly, etc. Etiquette is about presenting yourself with the kind of polish that allows others to take you seriously. It is also about being comfortable around people (and making them comfortable around you). It is a code of behavior that delineates expectations for social behavior according to contemporary conventional norms within a society, social class, or group.

A Company Secretary must have proper grooming, proper tone of voice, good diction and carriage, and corporate dress code should be respected; all these add up as a plus for effective company secretarial practice. Directors and shareholders and other stakeholders would first assess you by your appearance and speech before assessing your knowledge of the job.

You cannot imagine a Company Secretary with body or mouth odour? The Directors will find it very difficult to want to have you in same meeting room sitting and speaking with them, sometimes at close range. Personal hygiene, speech and carriage are very important in this profession. Always remember particularly when you are communicating by phone, that the person cannot see your facial expression therefore your voice tone should be appropriate and courteous.

9. TIMELY FILING OF STATUTORY RETURNS

Annual returns to be filed at the Corporate Affairs Commission (CAC) are stated under section 370 of CAMA. For some companies like insurance and banking certain returns are to be filed at particular times as stated in CAMA under section 636 (1) and must therefore be done at the prescribed time. Changes made on Board composition and membership and shareholdings should also be filed. For Public Limited Liability Companies and quoted Companies returns to Securities and Exchange Commission and the Nigerian Stock Exchange (NSE) respectively are very crucial and should be forwarded on time. Penalty payments for late filing, etc should be avoided by the Company Secretary.

CONCLUSION

The Company Secretary is the livewire of the company and should ensure the company is corporate governance compliant in order to foster good relationship amongst the company and regulators, shareholders and stakeholders. I daresay it is a good career as there is the opportunity to rise to be an Executive Director and MD of the company, having acquired a lot of experience from sitting with the Board and having good administrative skills. So many examples abound. You can set up effective company secretarial practices and work for many small and medium size organizations. This job also exposes you to a lot of contacts. It improves your wit and knowledge base.

However, it could also be very challenging particularly where the support needed is lacking and where it is combined with other responsibilities in the company. Whatever the situation, the Company Secretary must be alert at all times, up to the task and determined to always do what is right.

Effective company secretarial practice is aided by support of the Board and major shareholders, in addition to having the core competencies enumerated above. Adequate communication between Board and Management and shareholders should be in place in the overall interest of the company. Continuous training by the Company Secretary on job functions is also key to managing and directing the company strategy. I recommend that the Company Secretary should be guided by 3 Ps: Proficient, Proactive and Professional.


1 Partner PUNUKA Attorneys & Solicitors

2 James Wolfensohn, former President of the World Bank

3 Mazi Okechukwu C.K. Unegbu in Corporate Governance in Banking and other Financial Institutions

4 SC198/1986 delivered at the Supreme Court on the 29th of June 1990

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.