Boardroom Theatrics: The Company Secretary in the Board Room

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Simbiat 'Atoke' Braimoh Habeebu

The status and role of a company secretary has often been misunderstood even by Company Secretaries themselves. The misunderstanding dates back to an old ideology which formerly saw company secretary as mere servants occupying a position a little higher than a mere clerk.  Without trying to sound too technical, this impression was given legal backing by old cases such as the Newlands V. National Employer’s Accident Association where the court regarded the position of a secretary as that of a mere servant whose duties were prima facie clerical and ministerial only. This position assumed a hallowed height and intensity for a long time.

Thankfully, things changed. A company secretary is a much more important person nowadays. He is an officer of the company with extensive duties and responsibilities. He is no longer a mere clerk”.

Having said the above, there is need to also understand that the board is usually made up of distinguished individuals, highly connected, high powered and high net –worth individuals, experienced and business savvy professionals. As a company secretary, for you to manage these individuals effectively, you need to be on top of your game; being abreast of issues; being technically sound; focusing on giving only your best at all times.

Sometime ago, I witnessed a very traumatic experience where a company secretary failed to inform the board of an ongoing events which adversely affected the company in no small measure. The resultant effect was a blemish on the competency of the company secretary. The saving grace for the company secretary was the “paddy-paddy relationship” between him and the Chairman. (This paddy paddy thing at the board is a discuss for another day).

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The company secretary is expected to be bold and confident, speaking up during board meetings. You cannot just sit down at the board meetings writing minutes. In order to effectively engage the board on the array of issues they discuss, you surely have to be versatile. You must know as much of the technicalities or depth of the company’s core business as possible for you to make meaningful contributions.

From experience, a company secretary is as relevant as he makes himself in the board room. Your influence depends on your ability to show just how much of the issues can be resolved through your expert opinion. Otherwise, you would remain a stenographer and be at the mercy of the big boys of the board room.

Let me also drop this last tip, I beg, it is your duty as the company secretary to ensure that all members of the board must be given their due regard irrespective of their nationality, social status etc. This means that in preparing for the board meeting, for instance, if you make reservations for the “foreign directors”  in a five-star hotel, you cannot make reservation for “local directors” in  in two-star hotel.

Take these my small advise and you would have started well as a company secretary that doesn’t want to be consumed in Board Room Theatrics.

Keep a date!

Simbiat ‘Atoke’ Braimoh Habeebu (Legal Practitioner and Chartered Secretary)

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