COMPANY SECRETARY

STATUTORY FUNCTIONS OF A COMPANY SECRETARY IN A PUBLIC QUOTED COMPANY

The Company Secretary unit is the primary source of advice on the conduct of business and this entails legal advice on conflicts of interests, through accounting advice on financial reports, to the development of strategy, corporate planning and governance.

The Company Secretary oversees the following functions:

1. Principal Functions
2. Corporate Governance
3. Investor Relations

Principal Functions:
The functions of a Company Secretary include issuance of notices convening meetings: four quarterly Board of Directors meeting, four Audit Committee meetings and one Annual General Meeting. Other principal functions of a Company Secretary include but are not limited to the following:

1. Co-coordinating Board/Committee meetings and follow-up action thereof.
2. Preparation of the Board/Committee members’ agenda for the meetings including information updates, background detail explanations of issues to be discussed/reminder of previous discussions at the last meeting.
3. Maintaining statutory registers in accordance with the provisions of the Companies and Allied Matters Act (CAMA). Such Registers include the Register of members, Register of Directors and Secretaries and any change thereof, Register of Interest and Shares, Register of Directors Shareholding.
4. Make statutory returns to the Nigerian Stock Exchange (NSE), Securities and Exchange Commission (SEC) and the Corporate and Affairs Commission (CAC).

Corporate Governance:
The Board is required to play an active role in directing the organization. Although they may not be playing an active role in the daily operational issues, the Board is expected to be vigilant in ensuring that management is implementing the direction of the Board. It is the function of the Company Secretary amongst other things to:

1. Ensure the development of compliance with and periodic review of the company’s governance policies and practices.
2. Ensures that the Company discloses material information on a timely basis and in a transparent manner.
3. Supports the Board of Directors by organizing Board meetings. Channeling information to and from the Board and advising on Corporate Governance.
4. Protects shareholders rights by organizing a proper GMS, liaising during control transactions and helping to resolve corporate conflicts.
5. Resolves organizational maters for Board Meetings.
6. Explains the procedural requirements of laws the charter and by-laws of the Company within the scope of its authority.
7. Conducts induction training for newly elected directors.
8. Assist directors in accessing information and familiarizes them in corporate documentation.

Investor Relations:
These functions include but are not limited to:

1. Ensure in conjunction with the Company’s registrars that shareholders accounts are regularly updated.
2. Liaising with the company registrars in the registration and transfer of company shares.
3. Prompt response to letters and correspondences received from shareholders and investors.
4. Presentation of shareholders complaints to company registrar and ensuring that complaints are resolved timeously.
5. Ensure prompt payment of Shareholders unclaimed dividend.
6. Advising the Board on investor’s related issues.

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