In 1847, Dr. Ignaz Semmelweis discovered that handwashing could drastically reduce deaths from childbed fever. His advice was however ignored for decades, and many preventable deaths carelessly followed. The lesson learned was simple: when expert knowledge is undervalued, the consequences can be severe. And not just in medicine, the principle is similarly applicable in corporate governance.

A Company Secretary (CS) is not a note-taker, as some people tend to assume, but a trained professional whose advice and oversight can safeguard the company’s legal standing, its governance reputation, and its strategic longevity. Misunderstanding or failing to appreciate the CS’ role ultimately exposes organisations to significant legal, financial, and reputational risks.

Why the CS Role Matters

Like the doctor in a hospital, the CS occupies a position where professional independence is critical. The CS ensures that corporate operations remain within the legal and governance framework while also enabling the board’s smooth functioning. It thus follows that this role has two distinct but complementary sides:

1. Compliance/Governance Role, under which role the CS safeguards the company’s legal, regulatory, and ethical integrity; and the

2. Administrative Role, under which role the CS ensures the company’s governance machinery runs efficiently day-to-day.

Failing to respect both functions can result to dire consequences for the organization such as loss of stakeholder trust, procedural invalidity, breach of statutory obligations, fines and penalties, director liability, and even ownership disputes owing to poorly kept registers.

Recently, the Companies Registrar issued a compliance notice warning that all companies which had not been complying with the requirement to file their annual returns, and their beneficial ownership information, would be struck off from the register of companies.

Imagine your company that has been in operation for the last 12 years, and has been doing well financially, is struck off from the register of companies simply because you failed to file some documents at the companies’ registry. How terrible would that be?

Companies find themselves in such situations simply because they did not fully appreciate the role of the company secretary.

1. The Compliance/Governance Role

This is the CS’s core, strategic function. As the third officer in the hierarchy of an organization, they are at the heart of the company’s corporate governance systems. Consequently, the role requires professional independence so as to foster transparency and accountability.

Some of the key responsibilities under this role include:

· Guiding the Board on Legal and Governance Duties

This entails advising the Board on directors’ duties, conflicts of interest, and ethical decision-making, so as to prevent regulatory violations and other breaches of fiduciary duty.

· Upholding Compliance and Proper Procedures

The CS ensures that board procedures are followed, decisions are properly recorded, and that the company complies with provisions of the Companies Act, its Articles, and other relevant laws such as the Data Protection Act and the CMA Governance Codes.

· Managing Statutory Filings

The CS is tasked with filing the company’s annual returns at the companies registry, beneficial ownership information, and any other disclosures, in a timely manner so as to avoid fines, penalties, or deregistration.

As earlier mentioned, the Companies Registrar earlier in the year warned of striking off non-compliant companies from the companies register, which is a real and costly risk for the organization, albeit one that could easily be mitigated by fully appreciating the role of the CS.

· Supporting Strategic Governance Initiatives

The CS is also in charge of overseeing ESG reporting, risk management processes, and stakeholder engagements so as to position the company for sustainable growth.

Overlooking this role can result in procedural irregularities, invalid board decisions, funding rejections, and reputational damage that deters investors, clients, and regulators.

2. The Administrative Role

This role ensures that the day-to-day governance operations run seamlessly. This role is complementary to the compliance role and as such, they may at times seem to overlap.

Some of the key responsibilities under this role include:

· Organising and Coordinating Board Activities

Under this responsibility, the CS prepares and circulates meeting notices, agendas, and board packs i.e they manage meeting logistics.

· Maintaining Accurate Records and Documentation

The CS is also the officer tasked with recording precise minutes, maintaining statutory registers, and safeguarding key company documents, including the company seal.

· Facilitating Communication

The CS serves as the link between the board, the shareholders, and the regulators. They are the officer responsible for ensuring that resolutions are duly communicated and implemented.

It is noteworthy that while some tasks such as maintaining registers overlap with compliance duties, the administrative function is about operational efficiency while the compliance function is about legal soundness.

Conclusion

It is through maneuvering both these roles that a corporation secretary plays their part in the organization, thus ensuring that the organization thrives.

Both roles are complementary. Consequently, a good Company Secretary should ensure that compliance and governance obligations are not just technically met, but that they are also seamlessly executed through proper administration systems.

Finally, let us not be like the people who failed to listen to Dr. Semmelweis such that for many years after his discovery and advice on handwashing, so many unnecessary and preventable deaths still had to occur. Appreciate the knowledge and expertise of our company secretaries before it is too late.