RECONCEPTUALISING THE ROLE OF COMPANY SECRETARIES AS GOVERNANCE OFFICERS UNDER THE COMPANIES AND ALLIED MATTERS ACT 2020

Abstract

This study explores how the role of company secretaries has developed into that of governance officers following the enactment of the Companies and Allied Matters Act 2020. It seeks to demonstrate that the office is no longer confined to routine administrative tasks but now plays a strategic role in ensuring sound corporate governance, regulatory compliance, and effective board operations. The study adopts a doctrinal research methodology, involving a careful examination of statutory provisions, regulatory instruments, and scholarly writings on corporate governance. The study finds that CAMA 2020 has enhanced the importance of company secretaries by positioning them as key advisers to the board and as central figures in ensuring compliance and proper corporate administration. Despite this progress, the practical effectiveness of company secretaries is often limited by factors such as lack of independence, inadequate recognition within corporate structures, and undue influence from management or dominant shareholders. This gap between legal expectation and practical reality weakens their ability to function fully as governance officers. In light of these findings, the paper recommends measures to strengthen the role of corporate secretaries, including clearer legal protections, continuous professional development, and greater institutional support to reinforce their independence. It also suggests improved regulatory oversight and increased awareness among companies of the strategic importance of the role. The paper concludes that while corporate secretaries are vital to advancing corporate governance in Nigeria, deliberate reforms are necessary to enable them to perform this function effectively.