Cap. 10:31 PUBuc ENnTIES Cor<PoR"'WE GovERN.ANCE No. 4/2018 CoMPANY SEcRETARY Principles 132. A company secretmy plays a pivotal role in the corporate governance of a company. He or she is the gate-keeper of good corporate governance and for this reason the Board should appoint a suitably qualified, competent and experienced company secretary capable of maintaining a cordial but ann's length relationship with the members of the Board at the personal leveL 133. A company secretary must be appointed where it is mandatmy to do so. In other cases, consideration should be given to appointing a company secretary where the size of the company and the demands of its business require it. 134. The power to appoint and remove a company secretary vests in the Board or other authority depending ou the nature and size of the company or entity concerned. 135. The Board should be aware of the company secretary's duties and should empower the company secretary to properly fulfill those duties. 136. The company secretary should not be a director of the company unkss the nature and size of the company or entity makes it necessary and the law permits it to be done. Recommendations 137. A company secretary should strive to achieve the realization of good cor_(X)rate governance principles by, among other things(a) (b) assisting the nomination committee by ensuring that the procedure for the aplX)intment of directors is complied with; assisting in the proper induction, orientation, ongoing training and education of directors and assessing their individual training needs and those of executive managers in their fiduciary and other governance responsibilities; (c) assisting and guiding directors in appreciating their role, responsibilities and duties, and discharging them in the best interests of the company; (d) providing a central source of advice to the Board and within the company on matters of good corporate governance, law and any developments or changes thereto; (e) having a direct channel of conununication with the chairperson and being available to provide comprehensive practical support and advice to chairpersons of the Board and Board committees; (f) ensuring that- (i) the charter of the company and the tenns of reference of the Board and its committees are kept up to date; (ii) sittings of the Board and Board c01mnittees are properly recorded and that minutes are circulated witl1 the approval of the relevant chairperson; (iii) Board resolutions are implemented timeously and effectively; (iv) Board members are collectively and individually evaluated annually; (v) his or her role, functions and duties are assessed by the Board annually and any amendments thereto are effected; (g) being res_(X)nsiblc for the proper compilation and timely circulation of Board packs; (h) assisting the chairpersons of the Board and Board committees in drafting yearly work plaiis; 127