Exploring Good Corporate Governance through the Role of the Company Secretary in Nigeria and United Kingdom: A Comparative Analysis

Abstract

Every company is incorporated with specific business or object to carry out. Aside from the company limited by
guaranty, companies are formed to carry on business with a view to making profit. The shareholders of the company
and the creditors pull resources together to trade and expect to see the progress of the company and to reap
dividends/profit. Corporate governance concerns itself with the rules that regulates how the company is governed in
a transparent and accountable manner such that the company remains a going concern, survives difficult times and
meet the expectation of shareholders, creditors and other stakeholders. This paper is aimed at appraising the role of
the company secretary in achieving good corporate governance in the administration and management of the
company for the benefit of all the stakeholders. This paper also explored a comparative analysis of the role of the
company secretary in Nigeria and the United Kingdom. Doctrinal research methodology was adopted and it is
found that the company secretary is the company’s chief administrative officer and as such is charged with wide
range of duties. The company secretary is responsible for the corporate governance of the company. It is
recommended that the role of the company secretary under the CAMA 2020 should be expanded to include fiduciary
duties given the enormous role of the company secretary in company’s administration.