A Legal Critique of the Role of a Company Secretary in Corporate Governance in Nigeria

Abstract A company secretary was traditionally viewed as a mere servant with no more than a clerical and administrative role. However, that narrative has shifted with the plethora of statutory and judicial recognition of the secretary as an officer of a company with clearly defined roles. A company secretary is expected to function as a corporate governance officer in addition to handling secretarial and administrative tasks. This expanded position requires wider professional skills and competencies to handle evolving duties. In Nigeria, the company secretary is controlled by the board of directors, which has the power to hire and fire under the Company and Allied Matters Act ( CAMA ) 2020. This paper critically analyses these responsibilities and strict restrictions imposed by the CAMA on a company secretary. It uses a doctrinal approach to argue that the tendency of the secretary to protect the board’s interests at the expense of stakeholders is a serious flaw in Nigerian company law. Comparatively, the role of the company secretary in the United Kingdom is more balanced and established than in Nigeria. The paper recommends the amendment of the CAMA to make the company secretary more independent and effective to achieve the company’s primary objectives.