Yeah I’m sure you’ve seen that somewhere before. When I heard one of the career opportunities for a lawyer is to be the secretary of a company, I thought why not go and do secretarial or business studies direct? Company secretaries, who are they? Well for one they don’t always have to have short skirts on or be female for that matter. Their duties are more evolved, more complex, and indeed there is a lot more to be done by them other than carry files around and seduce oga.
The do the little CAC errands, send out notice of meetings, help ensure compliance with the law at meetings, take minutes of meetings, and other duties assigned to them by the board. On a lighter note, a secretary is the company’s house girl/boy.
Who can be? For a private company, anyone who has enough skills and qualification to do the tasks, no particular educational qualification. But for the PLCs we need either:
- a chartered secretary (Institute of Chartered Secretaries and Administrators),
- chartered accountant (Institute of Chartered Accountants of Nigeria or any other recognised body),
- legal practitioner (According to the Legal Practitioners’ Act),
- one who has been the secretary of a public company for at least 3 out of the preceding 5 years or
- a firm of the above – every partner in that company must be qualified in that capacity, e.g. if Wizzy Babay and Co is a firm made up of Accountants and Estate Surveyors Wizzy Babay and Co cannot act as secretaries of a Public Company.
Duties: like I highlighted above, but see Section 298
The secretary is appointed and removed by resolution of the board however to remove the secretary of a PLC there is a special procedure (I know PLC provisions can be so extra)
- The secretary is notified by the board of his/her impending removal with the grounds for such removal
- The secretary has 7 working days to make a defence or resign jejely and save the trouble
- If the secretary neither resigns nor put forward a defence, the board may remove him/her and make a report to the next GM
- If the secretary makes a defence and the board thinks the defence is insufficient and the ground for removal is for fraud, misconduct or any other serious something, they can remove and report to the next GM But if the ground is not for any serious something they can only suspend the secretary until the next GM where the company can vote on the matter. If the company decides to remove the secretary, they determine when the removal is to start running.
Is this the shortest post ever or what? Seriously one of the friendliest topics in this corporate law practice, next up is Meetings and Resolutions.