Timekeeping – A must for corporate secretaries
Many of the duties and responsibilities of Corporate Secretaries are the subject of deadlines. This has to be so when one considers the fact that much planning and execution of specific events form the crux of their work. The old adage which says that “time is money” cannot but be their watchword. Anyone who wants to have a successful career in that field will therefore quickly realise the imperatives of being a stickler for time.
It is necessary to look at the various roles played by a Company Secretary, in the context of time management, starting with the planning angle. The processes involved in planning a Meeting include preparation and circulation of the Notice. The minimum length of Notice and conditions for waiving that requirement are strictly governed by statute. This means that the Board advisor has to keep a fantastic organizer not to fall foul of the law. In many instances, there are reports that have to be forwarded with the Notice. The need to coordinate activities to ensure the timeous production of such papers cannot be overemphasize. It is important to monitor the dispatch returns to be sure that mails get to their intended destinations in good time and condition. Where documents are to be posted online, time is equally of the essence. In the case of Meetings to be held outside the business premises of the relevant organization, venue booking, hall decoration, sourcing of refreshments cum corporate gifts and security arrangements among others, should never be left to chance. One is aware that with some of these issues, six months confirmation of the contract or order may not be too much to ask for.
Now to time requirements for handling a Meeting. In the case of General Meetings in particular, it is the Corporate Secretaries’ duty to prepare both the Chairmen’s Statement to Shareholders and the Detailed Agenda, the latter being a guide on how to conduct the Meeting. In crafting these documents, there is the need to remember that brevity is the soul of wit, as William Shakespeare put it. There is no gainsaying at this point, that the Corporate Secretary should be the first person to arrive at the venue of a meeting. Excuses such as traffic chaos, vehicle breakdown, inclement weather and the lot should not be relied upon, except for the occurrence of a complete force majeure. After all, punctuality is the soul of business. The standard requirement for accreditation at an Annual General Meeting, can lead to a stampede if not well managed, just like the distribution of corporate gifts. The office of the Corporate Secretary should work with known indices to ensure that there are enough desks to attend to shareholders’ registration so that the sitting can commence on schedule. The same rule applies, where mementos or memorabilia are to be distributed.
Events after any meeting are equally important. The Minutes should be ready for vetting by the Chairman within a specific time frame, which to my mind should not be more than a working week for in-house Secretaries and a fortnight for practicing firms. On the whole, all the participants entitled to the report of a deliberation should receive it not later than a month thereafter.
The Corporate Secretary’s job also entails a lot of liaison with regulatory authorities especially as regards statutory matters. Locally, representatives of the Securities and Exchange Commission and the Nigerian Stock Exchange are expected to attend the General Meetings of Public Companies. Those organizations deserve and indeed demand for adequate notice, given their onerous schedules. Further, strategic decisions of the Boards of quoted companies must be communicated to these bodies within specific timelines, failing which huge fines would have to be paid. Issues relating to mergers, restructuring exercises and returns to the Corporate Affairs Commission as well as the Federal Inland Revenue Service are well known for attracting hefty sanctions for non- compliance with timing rules.
Practitioners in charge of compliance matters within the Banking and Insurance Industry know what it means to fail to file the mandatory returns under Section 636 of the Companies and Allied Matters Act 1990, as amended. The appropriate Form known as Schedule 14, is expected to be submitted every first Monday in February and the first Tuesday in August, every year! Or is it the failure to make appropriate returns to the Securities and Exchange Commission about intentions to increase the Share Capital both authorized and paid-up for Public Limited Companies that is treated with kid gloves by the regulator? There is the story of how a merger deal was almost truncated by bottlenecks in various approval processes.
Public Offers whether initial or subsequent ones, are another set of activities completely driven by time.Undue delays can stall the arrangement as competitors would try to use everything in their power to argue against the creation of mega entities, which often turn out to be oligopolies at best, if not duopolies. It is refreshing to note that Competition Law has gone a long way to render monopoly in business unacceptable. Microsoft Corporation is surely a good example of how bureaucracy took charge in that respect.
The most important priority of any Board of Directors is to ensure sustainability by operating at optimal performance standards. The Corporate Secretary can contribute to the attainment of this goal by placing great premium on timelines and deadlines. The emerging trend locally, whereby invitation cards indicate a time as much as two hours earlier than the intended starting time for an event, is most unfortunate. It can be unnerving for people who are time-conscious. The phrase “snail’s pace” has no place in the Corporate Secretary’s dictionary. If “selfie” can be added, then a practitioner can feel free to delete any word that inhibits efficiency, from his own dictionary!
Ladies and Gentlemen, tick says the clock … What you have to do, do quick!
• Mrs Fagbure lives in Lagos. email@example.com/ www.thedoubledigits.com
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