A Company Secretary plays a critical role in ensuring the smooth and effective operation of the affairs of the Board. This responsibility arises from the statutory duties stipulated by the Companies and Allied Matters Act 2020 (CAMA)1, as well as corporate governance best practices.

The Company Secretary contributes significantly to the Board's effectiveness by guiding the Board and management in developing sound corporate governance procedures and culture within the Company2.

A useful tool for boosting the Board's effectiveness is to ensure that board meetings are carefully organized and managed, and that the Board has appropriate understanding of the topics to be covered at each meeting. This can be accomplished through a well-designed Annual Board Plan. A Board plan is the primary tool utilized by the Board to co-ordinate activities related to achieving its goals, and to track the status of the goals3 at the Board and Committee level. The Nigerian Code of Corporate Governance (NCCG) outlines key governance issues which the Board should consider annually, some of which include risk and compliance matters, audit and financial performance of the company, amongst others.

There have been increasing demands from stakeholders for Boards to discuss one or more items pertaining to various stakeholder interest groups, and when examined closely, many of these items have little to no impact on the overall governance framework of the Company, and only have the effect of overwhelming the Board or distracting them from focusing on matters that require their attention. The Board Plan is an excellent tool for keeping the Board focused on its priorities, goals, activities, outcomes, and scheduling in a financial year.

The Annual Board Plan is typically prepared by the Company Secretary, in consultation with the Chairman, the Committee Chairperson (s), management, and other Board members. Here are 7 points to consider as a Company Secretary while putting together the Board plan:

  1. Type of Company and Regulatory Requirements: In preparing the Board plan, one must consider the type of company in relation to the categories in CAMA. Each company has distinct regulatory compliance obligations that must receive due consideration and approval by the Board. For example, the Securities and Exchange Commission of Nigeria (SEC) mandates every public company (PLC) to file quarterly financial statements in accordance with the SEC's reporting calendar.4 As a result, while developing a Board Plan for a PLC, it is critical to consider the reporting calendar, as it will influence when the Board must convene to examine and approve the financial statements before submission to the Regulator.
    Likewise, every company, with the exception of a small company and a company with a single shareholder, must hold an Annual General Meeting in accordance with the CAMA timelines; as such, it is critical for a Company Secretary to consider these statutory and regulatory timelines, as well as the type of company, when putting together the Board Plan.
  2. Board Goals: The Board's goals in each financial year are vital to designing the Board Plan because it helps the Board to prioritise its goals accordingly and determine what resources and manpower will be necessary to achieving these goals. To ascertain the Board's goals, the Company Secretary should review the company's short- and long-term strategic objectives; almost often, the Board's goals align with the company and stakeholder's key goals.
  3. Unresolved/Pending Matters: It would be prudent to review the previous years' Board Plan, meeting documents, minutes of meetings, as well as management reports, as there will almost certainly be a spillover of matters/issues/goals that could not be accomplished or resolved in the previous year.
  4. Statutory and Corporate Governance Obligations: The Board is charged with oversight and control to ensure all functions within the company acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the company. There are a number of statutory and corporate governance obligations imposed on the Board to ensure it effectively discharges this function, such as ensuring compliance with relevant law, approving the company's strategic objectives, ensuring the integrity of annual reports, appointing a statutory audit committee, and approving a succession plan, among others. The Company Secretary must have due regard to these duties when preparing the Board Plan, to ensure that the Board stays on task – for regulated companies, failure to undertake these obligations can result in regulatory fines for the company, as well as reputational damage.
  5. Prioritize: A Company Secretary should recognize the importance of prioritizing important matters early in the year; if some items are not time-sensitive, they can be postponed until later in the calendar year. It is reasonable to spread out the Board's obligations over a specific period to provide the Board the time to properly perform its obligations while also giving management enough time to implement the Board's mandates.
  6. Flexibility: Flexible scheduling is essential - don't cram too many meetings within each month. While an initial Board Plan is an excellent starting point, things may change during the year to correspond with operational demands, it is appropriate to leave room for the Board to cater to these demands and any emergencies that may arise.
  7. Timing: It is critical to begin developing the Board Plan for the following fiscal year at the end of the previous year or in January of the particular year, in order to offer Board members and management a good sense of their agenda for the year, as well as what to expect at each given meeting. It facilitates preparedness and fewer adjournments due to lack of documents or information required by the Board to reach a decision. It also helps the company to budget accordingly for any travel and accommodation expenses for Board members.

An effective Board is made up of members who understand their responsibilities and the information they need to make decisions at each given time. A Company Secretary plays an important role in supporting the effectiveness of the Board by assisting the Board and management to develop a thorough, focused, and intelligible Annual Board Plan. Developing a detailed Board Plan provides structure for board meetings, helps the Board to stay focused, optimize the meeting time and make impactful decisions.


1. Section 335

2. Principle 8, Nigerian Code of Corporate Governance 2018

3. https://cmhaww.ca/wp-content/uploads/2018/02/BOD-Policy-5-020-Board-Annual-Goals-Work-Plans

4. https://sec.gov.ng/regulatory-returns-filing-calendar-for-public-companies/

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.