The Role and Status of a Company Secretary in Modern Corporate Governance in Nigeria; a Case of 'A Mere Errand Boy'

Abstract

The idea of what has today metamorphosed into the modern day company secretary started as a mere secretary with no more than a traditional clerical officer. The word” secretary” comes from the latin word “Secreterius” meaning a person entrusted with secrets. Historically, secretaries were usually educated men who took dictation as “Scribes” and more often than not acted as trusted advisors. As commerce and trade expanded, services of secretaries were sought by the nobles to handle correspondence on private matters. Secretaries as clerical personnel were required to have such skills as shorthand, ability to take dictation, typing business letters and answering the telephone. With time, this role extended to include filing, bookkeeping, type-writing, formatting of proper business correspondence, good English skills and office procedures. In the early English Companies statutes, no provisions were made for the appointment of a secretary. It was only in 1948 that the appointment of a secretary became mandatory by virtue of section 177(1) of the United Kingdom Companies Act, 1948 . As company secretaries, their roles were mainly ministerial and administrative in nature, meaning they were not necessarily involved at the management level of the company. In the early days of the common law, company secretaries were only regarded as mere servants of the company with limited powers. This position was adumbrated in the English case of Barnett Hoares and Co v. South London Tramways Co , per Lord Esher M.R:.A secretary is a mere servant; his position is that he has to do what he is told, and no person can assume that he has any authority to represent anything at all, nor can anyone assume that statements made by him are necessary to be accepted as trustworthy without further inquiry.The status of the company secretary remained the same for over a century until the landmark decision of the English Court of Appeal, per Lord Denning in Panorama Development (Guilford) Ltd v. Fidelis Furnishing Fabrics Ltd.