Memory Lane Company Secretary

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Under the common law, the general view was that the Company Secretary was a mere servant of the company. This view was emphasised in the English case of Barnet Hoares and Company v. South London Tramways Company (1887) 10 QBD 815 p. 817 where it was stated that the Company Secretary “is a mere servant, his position is that he is 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 statement made by him are necessarily to be accepted as trustworthy without further, inquiry, any more than in the case of a merchant it can be assumed that one who is only a clerk has authority to make representation to induce persons to enter into contracts.

The status of the Company Secretary has also been described in another English case as that of one with limited and humble character in nature. The attitude of the English Courts under the common law was to belittle the office of the secretary with regards to his authority. In the English case of Reuben V. Great Fingall consoiidated (1896) AC 439, where a secretary issued false share certificate in order to use them as security for loan from the plaintiff. The House of Lords ruled that the Company was not liable for this unauthorised action of its secretary. The House held that “The Secretary of the Company, who is a mere servant, may be the proper hands to deliver out certificate but he can have no authority to guarantee the genuiness or validity of a document which is not the deed of the Company.”

The status of the Company Secretary was however, enhanced under the common law in the case of Daimler Company Ltd V. Continental Tyre and Rubber Company (1916) 2 AC 307, H.L. at 340 when the Company Secretary was described as one of the organs of the Company.

Lord Denning M.R. however, gave a modern view of the status of the Company Secretary when he stated in the English Court of Appeal case of Panorama Development (Guild Ford) Limited V. Fidelis Furnishing Fabrics Limited (1971) 3 WLR 440 p 443 that “Times have changed. A Company Secretary is much more important person nowadays than he was in 1887… He is an officer of the company with extensive duties and responsibilities… He is certainly entitled to sign contracts with the adminsitrative side of a company’s affairs, such as employing staff, and ordering cars and forth. All such matters now come within the ostensible authority of a Company Secretary.”

In Nigeria, the Supreme Court in the case of Okeowo and Ors V. Migliore and Ors (1979) 12 NSCC 210, Idigbe JSC held that a Company Secretary is a principal officer of the Company. Aniagolu, JSC ( as he then was ) also held on page 219 of the same case that “The duties of a Secretary vary with the size and nature of the company and the terms of that arrangement made with him. Apart from certain statutory duties… the duties of a secretary of a company are not fixed by law.

The timely  intervention by case law and statues has turned the office of a company secretary into a much exalted position in the common law jurisdiction. The wind of change characterised by the panorama case blew across Nigerian business terrain albeit indirectly leaving behind statutory implications.

The importance of the office of the Company secretary is further stressed by the companies and Allied Matters Act (CAMA) when under Section 295 it specifically limited the occupation of the office to certain individuals or companies with specific qualifications which a company secretary must possess.

This section spells out the qualification which a Company Secretary must possess. The provision of the section is new and recognises that for a person to qualify to hold a secretaryship in  a company, he must have the requisite knowledge and experience to discharge the functions of the office.