Company Secretaries Need to Keep Pace with Fast-changing Regulations, Says Expert

Ndubuisi Francis in Abuja

Notable legal practitioner and chartered secretary, Akachukwu Okechukwu, has expressed the need for company secretaries to keep pace with fast-changing corporate regulations and evolving regulatory demands while adapting to technological and digital governance.

Okechukwu gave the advice during an interview in the light of current challenges facing company secretaries.

He stated that company secretaries needed to navigate the challenge of balancing independence with loyalty to the board.

“They also need to keep pace with fast-changing regulations and evolving regulatory demands, while adapting to technological and digital governance,” Okechukwu said.

He added, “Then, there is the pressure from growing shareholders activism which may place the secretary in the middle of competing stakeholders demands. In some institutions, the secretary may have limited empowerment, constraining an effective governance gatekeeping. 

“The secretary also faces personal liability risks. As governance standards tighten, secretaries face increasing personal exposure if filings, disclosures, or compliance processes are found deficient.”

Okechukwu is a management consultant and professional, reputed for his governance expertise and significant contributions to board reforms, compliance frameworks, and the promotion of governance as a catalyst for long-term corporate and economic sustainability.

He explained that corporate governance in Nigeria was evolving fast, with boards under pressure to demonstrate transparency, accountability, and effectiveness.

According to him, at the heart of the governance ecosystem is an often overlooked but critical player, the company secretary, whose role is widely seen as the “governance gatekeeper” in the corporate environment.

He stated, “Corporate governance is the framework by which companies are directed and controlled. The law and regulatory guidelines on this framework are designed to ensure accountability, transparency, fairness, and responsibility in how boards and management make decisions that affect shareholders, employees, regulators, and the wider public.

“The board is the ultimate decision-making body of companies. There is a risk that in carrying out the board oversight functions, processes may be overlooked, compliance corners may be cut and ethical boundaries may become blurred. This is where the idea of a ‘governance gatekeeper’ comes in.

“The governance gatekeeper ensures that the board operates within the law, adheres to governance codes, and follows best practices. The gatekeeper also ensures that the right processes are followed so that decisions are not only effective but also ethical and fair.”

The management consultant submitted that in Nigeria, the company secretary was considered the governance gatekeeper of the boardroom because their role was formally recognised by law, regulatory guidelines, and corporate governance codes as the custodian of board processes, compliance, and governance culture.

For instance, he cited Section 335(1) of the Companies and Allied Matters Act (CAMA) 2020, which requires the company secretary to guide board proceedings in line with the applicable rules and regulations.

He stated, “Principle 8 of the Nigerian Code of Corporate Governance (NCCG) vests the company secretary with responsibility for assisting the board and management in implementing good corporate governance practices. Similar principle is replicated in various other sector-specific codes.

“In essence, the company secretary is the gatekeeper because he ensures that decisions are made through proper processes, that directors act within the law, and that board deliberations are well-documented and in line with the relevant laws and guidelines.

“In practice, the secretary is often the first to flag compliance risks, governance breaches, or ethical concerns, thereby protecting the company and its stakeholders.”

On the qualities required to effectively perform the role of a company secretary or governance gatekeeper, Okechukwu said such a person must possess a deep knowledge of the relevant laws and regulations, including the Companies and Allied Matters Act, NCCG 2018, Central Bank of Nigeria (CBN), Securities and Exchange Commission (SEC), Financial Reporting Council of Nigeria (FRCN), and other sector-specific codes, among other guidelines.

He added that such an individual also

needed a strong strategic insight, the ability to see governance not as box-ticking, but as a vital tool for corporate performance.

He said the gatekeeper must have a strong moral compass and courage to “speak truth to power,” even when inconvenient. Strong discretion and confidentiality are also necessary for handling of sensitive board information while maintaining transparency, he stated.

Other key attributes included excellent communication and diplomacy, analytical and advisory skills, and a lifelong commitment to continuous learning.

On what the future held for the role of the company secretary in Nigeria, Okechukwu said, “I see the role of the Company Secretary in Nigeria moving steadily from being seen as administrative to being recognised as that of strategic leadership in governance.”

This transition, he argued, “ will be primarily driven by the stronger recognition as governance leaders, being accorded to the secretary by the relevant laws and corporate governance codes.”

In addition, he observed that as Environmental, Social, and Governance (ESG) issues took centre stage globally, company secretaries will play a pivotal role in helping boards align with investor expectations and sustainability standards.

According to Okechukwu, “With digital governance transformation leading to the rise of virtual board meetings, electronic filings, and digital reporting, the Secretary will become a key driver of technology adoption in the boardroom while safeguarding against cybersecurity risks.

“The recent rise in shareholder activism will further define the future of this role. As shareholder activism grows, Company Secretaries will increasingly act as bridges between boards, regulators, and investors — ensuring transparency and trust.

“More Nigerian company secretaries are now chartered secretaries, lawyers, or governance professionals with global exposure. This trend will solidify the role as a recognised governance profession with clear career pathways.

“In essence, the future of the company secretary is one of elevated influence.

“From gatekeeper to trusted adviser, the role will be indispensable in shaping how Nigerian companies build credibility, resilience, and long-term value.”