The Companies and Allied Matters Act (CAMA) 2020 was signed into law on the 7thof August 2020 by President Muhammed Buhari.
One of the highlights of the new Act is the introduction of small companies and regulatory incentives granted to them. A small company for any given year by the provisions of Section 394 of the Act is a private company whose turnover is not more than N120 million and its nets assets value is not more than N60 million. Section 330 (1) of the 2020 Act provides that a small company is not required to have a company secretary.
Also, under the 1990 Act all the companies were required to have a register of secretaries but however under section 336 of the 2020 Act, only public companies are required to have register of secretaries.
Section 332 of the CAMA 2020 provides for the qualifications of a company secretary in case of a public company as follows:
(i) A member of the Institute of Chartered Secretaries and Administrators.
(ii) A Legal practitioner within the meaning of Legal Practitioners Act
(iii) A member of any professional body of accountants established from time to time by an Act of the National Assembly.
(iv) Any person who has held the office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in public company or
(v) A body corporate or firm consisting of members each of whom is qualified under (i)-(iv)
Section 333 of the 2020 Act provides for the appointment and removal of a company secretary of a private company. A Company Secretary is appointed and removed by the Board of Directors of that company.
The company secretary plays a very important role in any company by performing both administrative and regulatory support to the directors and company at large.
The statutory role or duties of a company secretary is broadly provided for under section 335 of the 2020 Act as follows:
(I) Attending the meetings of the company, its board of directors and committees as well as rendering all necessary secretarial services in respect of the meeting
(II) Advising on compliance with applicable laws, rules and regulations;
(III) Maintaining the registers and other records required to be maintained by the company under the Act;
(IV) Rendering proper returns and giving notifications to the Corporate Affairs Commission (CAC) as required under this Act;
(V) Carrying out such administrative and other secretarial services duties as directed by the director or Company.
ROLE OF THE COMPANY SECRETARY IN MEETINGS:
The Company Secretary plays a vital role in the meetings of the company. The roles can be classified into:
(i) Roles before the meeting;
(ii) Roles during the meeting.
(iii) Roles after the meeting.
Before the meeting:
· Prepare the notice of meeting as instructed by the directors. The notice should include the date, time, venue, and agenda for the meeting and also in case of a private company holding a virtual meeting under section 240 of the 2020 Act it should contain which medium it will hold through.
· Send notice of meeting to persons entitled to attend the meeting and to receive notice of meeting.
· Check that the venue for the meeting is prepared.
· Circulate the financial statements and any other document(s) that are to be reviewed or used at the meeting.
· A company secretary is required to take the following to the meeting;
(a) A copy of the memorandum and articles of association.
(b) The minute book
(c) A copy of the CAMA, 2020.
(d) Attendance book for persons that is to attend the meeting.
(e) Agenda of the meeting and other necessary documents.
During the meeting:
· Take attendance of persons present and report apologies for absence.
· Ensure that the quorum is present and maintained throughout the meeting.
· Take minutes and proper notes of the meeting.
· Ensure compliance with the procedure, rules and regulations.
· Track the progress of the agenda of the meeting.
· Generally advice and assist the Chairman on matters relating to the meeting
After the meeting:
· Render proper returns and notifications to the Corporate Affairs Commission (CAC) and any other regulatory body as may be required.
· Record the minutes of meeting in the minute book.
· Draft the appropriate resolutions and ensure they are signed and filed with the CAC as may be required.
· Produce a final draft form of the minutes for approval and signature of the chairman.
· Send signed minutes to all the participants of the meeting.
The Secretary is very important to meetings of the companies and is one of the determinants of the effectiveness of the meetings held by the company.