Company Secretary: Pillar of Corporate Governance
The office of the Company Secretary has undergone a remarkable transformation. Courts once described the position as one of “limited and somewhat humble character.” Today, the law recognizes the Company Secretary as a principal officer with significant governance, compliance, and advisory responsibilities.
This article examines the role of the Company Secretary in strengthening corporate governance under the Companies and Allied Matters Act 2020 (CAMA 2020) and the Nigerian Code of Corporate Governance 2018 (NCCG 2018). It argues that the Company Secretary occupies a central position in the corporate governance framework. The office serves as the Board’s governance adviser, the company’s compliance custodian, and the key link between the organisation and regulators. 
The article further demonstrates that effective corporate governance, particularly for multinational enterprises (MNEs) operating in Nigeria, depends significantly on the competence and effectiveness of the Company Secretary.
Understanding Corporate Governance
Corporate governance refers to the system through which companies are directed and controlled. It encompasses the rules, processes, and practices that promote accountability, transparency, and responsible decision-making.
Corporate governance also ensures that directors and management remain accountable to stakeholders. These stakeholders include shareholders, creditors, employees, regulators, and the wider public.
In Nigeria, CAMA 2020 provides the principal legal framework for corporate governance. The Act introduced major reforms in board structure, shareholder rights, transparency requirements, and the role of the Company Secretary.
The central argument of this article is simple. The Company Secretary is not merely an administrative officer. Rather, the office serves as the bridge between governance principles and practical implementation.
Historical Development of the Company Secretary’s Office
Origins of the Profession
The secretarial profession traces its roots to the sixteenth century. However, the role gained prominence with the emergence of limited liability companies under the United Kingdom’s Limited Liability Act of 1855.
The Joint Stock Companies Act 1856 established the framework for company administration. Although the legislation did not formally recognise the secretary, the office played an important role in corporate administration.
Professionalisation accelerated in 1891 with the establishment of the Institute of Chartered Secretaries and Administrators in England. The institute later received a Royal Charter in 1902.
Evolution in Nigeria
Nigeria’s company secretarial profession developed through a series of legislative reforms beginning with the Companies Ordinance of 1912. The profession achieved greater recognition with the establishment of the Nigerian branch of the Institute of Chartered Secretaries in 1958.
Further milestones followed in 1988 and 1991, culminating in the creation of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) as a chartered professional body.
Judicial Recognition of the Office
Nigerian courts have also contributed to the evolution of the office.
In Migliore v Metal Construction (West Africa) Ltd, the court described the company secretary as a mere servant who carried out instructions. However, the Court of Appeal later recognised the secretary as a principal officer of the company.
In Adebesin v May & Baker Nigeria Ltd, the court acknowledged the important responsibilities attached to the office.
The position received even stronger recognition in Wimpey (Nigeria) Ltd v Balogun, where the court described the Company Secretary as a high-ranking officer and part of company management.
These decisions reflect the gradual transition from a purely administrative role to a strategic governance position.
The Legal Framework Governing Company Secretaries in Nigeria
Companies and Allied Matters Act 2020
CAMA 2020 provides the primary legal framework for company administration and corporate governance in Nigeria.
Sections 330 to 340 specifically regulate the appointment, qualifications, duties, and removal of Company Secretaries.
Nigerian Code of Corporate Governance 2018
The NCCG 2018 complements CAMA 2020 by promoting ethical conduct, transparency, and accountability.
The Code adopts the “Apply and Explain” approach. Companies must implement governance principles and explain how their governance practices achieve the intended outcomes.
Together, CAMA 2020 and the NCCG 2018 create a comprehensive governance framework within which the Company Secretary operates.
Appointment and Qualification of Company Secretaries
Mandatory Appointment
Section 330(1) of CAMA 2020 requires every company, except a small company, to appoint a Company Secretary.
Public companies that fail to appoint a secretary may face regulatory sanctions. Directors may also incur personal liability for non-compliance.
This requirement highlights the importance that the law places on the office.
Professional Qualifications
Section 332 of CAMA 2020 outlines the qualifications required for a Company Secretary of a public company.
Eligible persons include:
- Legal practitioners
- Professional accountants
- Chartered Secretaries and members of ICSAN
- Qualified corporate entities
- Individuals with relevant company secretarial experience
Private companies enjoy greater flexibility. Their boards determine the qualifications and experience required for the role.
Independence of the Company Secretary
The Board appoints the Company Secretary under Section 333 of CAMA 2020.
However, the law maintains a clear separation between the offices of director and secretary. This separation promotes independence and strengthens governance oversight.
The NCCG 2018 further requires the Board to empower the Company Secretary to perform governance functions effectively.
The Company Secretary should also enjoy direct access to the Board Chairman. This arrangement helps preserve objectivity and reduces undue influence from executive management.
Core Functions of the Company Secretary
Ensuring Statutory Compliance
Compliance remains one of the most important responsibilities of the Company Secretary.
The role involves:
- Filing annual returns
- Maintaining statutory registers
- Updating regulatory records
- Monitoring compliance obligations
- Managing regulatory communications
These duties help companies avoid penalties, regulatory sanctions, and reputational damage.
Advising the Board on Governance Matters
The Company Secretary serves as the Board’s primary governance adviser.
The role includes:
- Advising directors on legal duties
- Supporting governance best practices
- Managing board processes
- Coordinating board meetings
- Providing guidance on ethics and conflicts of interest
This advisory function becomes particularly valuable when foreign directors serve on Nigerian boards.
Managing Board Meetings
The Company Secretary oversees the administration of board meetings.
Responsibilities include:
- Preparing agendas
- Circulating board papers
- Recording minutes
- Monitoring resolutions
- Ensuring compliance with procedural requirements
Accurate board records often become critical during litigation, audits, or regulatory investigations.
Facilitating Shareholder Engagement
The Company Secretary also manages relationships between the company and its shareholders.
Key responsibilities include:
- Organising AGMs and EGMs
- Issuing meeting notices
- Managing proxy appointments
- Maintaining shareholder records
- Responding to shareholder enquiries
These activities promote transparency and accountability.
Supporting the Separation of Powers
One of the major reforms introduced by CAMA 2020 is the separation of the roles of Board Chairman and Chief Executive Officer in public companies.
The Company Secretary helps implement this governance requirement by:
- Advising on board structure
- Supporting committee formation
- Monitoring governance compliance
- Maintaining governance records
Through these activities, the office strengthens checks and balances within the organisation.
The Company Secretary and Multinational Enterprises
Multinational enterprises face complex governance and compliance challenges.
The Company Secretary plays a critical role in ensuring that local operations comply with Nigerian law while aligning with global governance standards.
The office helps multinational companies by:
- Coordinating local and group governance requirements
- Managing regulatory disclosures
- Monitoring beneficial ownership reporting
- Supporting board effectiveness
- Facilitating stakeholder engagement
The role also becomes increasingly important as regulatory expectations continue to evolve.
Conclusion
CAMA 2020 and the NCCG 2018 have significantly elevated the role of the Company Secretary in Nigeria.
The modern Company Secretary serves as a governance adviser, compliance officer, board facilitator, and stakeholder liaison. The office now sits at the centre of the corporate governance framework.
For multinational enterprises and domestic companies alike, effective governance depends heavily on a competent, independent, and empowered Company Secretary.
As Nigeria’s regulatory environment continues to evolve, organisations should view the Company Secretary not merely as a statutory requirement but as a strategic governance partner capable of enhancing compliance, transparency, accountability, and long-term sustainability.
SOW Professional Services Ltd remains committed to helping organisations achieve these objectives through professional company secretarial, corporate governance, and regulatory compliance advisory services.
