A Review of the Status of the Secretary of a Public Company Under the Companies and Allied Matters Act Based on the Supreme Court's Decision in Lange Versus First Bank of Nigeria Plc
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Date
2020
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Journal of Corporate Governance and Administration
Abstract
The position of the secretary of a public company has been viewed as being lower in status compared to that
of the directors on a company's board. While the directors acting as a board were seen as the directing will and
mind of a company, the secretary was seen only as a servant of the company employed to work for the company,
perhaps because of his qualification, experience and expertise. This was similar to the decision in Yalaju A/liege
v. Associated Registered Engineering Contractors where it was held that the status of a managing director is
lower than that of directors on the Board. The current position of the law is the Supreme Court's decision in
Bernard Oje!To Longe v. First Bank of Nigeria where it was held that a managing director is a director like
arty other director and, as such, is entitled to the protection and the procedure laid down in the Companies
and Allied Matters Act (CAMA). First, this paper argues that the secretary of a public company should be
accorded the same status as that of a managing director. Thus, since Longe's case has equated the managing
director as a director, then the secretary of a public company should be accorded the status of a director whether
the secretary doubles as a director or not. This is based on the fact that a secretary is also an officer of the
company like directors. Second, the paper further argues that where the secretary of a public company is to be
removed, the provisions laid down in CAMA for removing directors should be followed. Following this, this
paper therefore argues that the provisions relating to the removal of the secretary of a public company should
be expunged from CA.MA since those for the removal of directors will now cover the secretaries of public
companies. The whole essence of this is to further protect and secure the job of the secretary of a public company
and enable him to pelarrn his multi-dimensional roles without fear or favour. His employment is statutorily
protected and it is not exposed to the unsecure master-servant relationship. He, like other officers of the company,
is a partner in achieving the corporate objectives of the organkation.