Unlike a director, a company secretary
has no fiduciary duty towards the company; except where he is acting as an
agent of the company: section 297 of the
Companies and Allied Matters Act. The duties of a company secretary are as
stated in section 298 of the Companies
and Allied Matters Act. These include:
(a)
Attending the various meetings of the company;
attending the meetings of the Board of Directors and its committees; rendering
all necessary secretarial services in respect of the above meetings and
advising on compliance by the various meetings with the applicable rules and
regulations;
(b)
Maintaining the registers of the company and other
records required to be maintained by the company under the Companies and Allied Matters Act;
(c)
Rendering proper returns and giving notifications to
the Corporate Affairs Commission as required under the Companies and Allied Matters Act; and
(d)
Carrying out such administrative and other secretarial
duties as directed by the director, or the Company.
It is not out of place to
categorise the duties of a company secretary into those before, during and after the
company meetings. Accordingly, the duties of a company secretary before, during
and after the various meetings of a company are enumerated as follows:
(1) Duties Before a Meeting
1.
Duty to prepare and serve 'Notice of Meetings' and the
'Meeting's Agendas' on all members and officers of the company;
2.
Duty to receive the 'Notice of Proxies in Attendance'
within 48 hours to the meeting;
3.
Duty to keep the statutory records of any such
meeting;
4.
Duty to ensure that the venue of the meeting is
secured;
5.
Duty to publish additional Notice of Meeting in at
least two National Newspapers in the case of a public company.
(2) Duties During the Meetings
1.
Duty to take down the Minutes of the meeting;
2.
Duty to Read the Minutes of previous meetings
3.
Duty to ensure compliance with the Law during the
meeting
4.
Duty to assist the Chairman during such meeting.
(3) Duties after the Meeting
1.
Duty to draft the Resolutions of the meeting ready for
filing at the Corporate Affairs Commission
2.
Duty to prepare the Minutes of the meetings for the
Chairman and Secretary to sign
3.
Duty to file statutory returns at the Corporate
Affairs Commission as required by Law
4.
Duty to update Statutory Records and Registers kept by
the company to reflect current Resolutions.
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