Abstract:
A company is an artificial legal entity1 that operates through the
machinery of human beings who constitute its brain and body. A Company
secretary being one of the organs of a company forms a vital link with the
other organs - the board of directors and the general meeting in corporate
management.
Company Secretaries have been the object of cynical jokes about
being mere servants and errand boys whose duties are to summon and
keep minutes of meetings of company general and board of directors
meetings.
Prior to the promulgation of the Companies and Allied Matters
Act 19902, the common law as well as the repealed Nigerian Companies
Act of 19683, did not give any primordial importance to the role of company
secretaries in the corporate dispensation. The position of the company
secretary was a precarious one since his tenure of office was not secured.
He was appointable by the board of directors, an important organ of the
company and could also be removed at the whims and caprices of the
board. His duties were not statutprily provided for and were therefore
described as being “of limited and of a somewhat humble character".4
