The Strategic Pivot: The Corporate Secretary’s Evolving Role in MENA

Introduction

The corporate secretary is the most underestimated officer in the GCC boardroom. That is a governance failure, not a job description. Across the GCC, regulatory frameworks have spent the last decade systematically expanding the formal mandate of the corporate secretary function. Saudi Arabia’s Capital Market Authority Corporate Governance Regulations (issued by Resolution No. 8-16-2017, with amendments effective 1 January 2024) require listed companies to appoint a board secretary with defined responsibilities for board meeting management, disclosure obligations, and regulatory reporting. Bahrain’s Corporate Governance Code (Decree No. 19 of 2018, amended by Decree No. 91 of 2022) goes further – it explicitly mandates the appointment of a corporate governance officer responsible for verifying company compliance with governance rules, laws, and regulations. The UAE’s Federal Decree-Law No. 32 of 2021 strengthened the internal control and compliance obligations of boards, embedding the secretarial function into a more demanding governance architecture than existed under the previous law.

The stakes are direct: a corporate secretary operating at a purely administrative level in any of these jurisdictions is leaving a compliance gap open. In a region where board compliance has moved from a box-ticking exercise to a board-level accountability matter, that gap carries real regulatory and reputational consequences.

The Shift from Administrator to Governance Architect

For most of the GCC’s corporate history, the board secretary roles were defined narrowly – notice of meetings, preparation of agendas, maintenance of minutes, and filing of statutory returns. The role sat at the intersection of administration and legal formality. That definition is now obsolete. The GCC Board Directors Institute, which runs the Certified Board Secretary programme across the region, noted in its analysis that due to the increasing focus on corporate governance and the growth of governance-related regulations from stock exchanges, companies have begun formalising the secretary role as a senior governance advisor – in some cases with a title of Chief Governance Officer. The shift reflects a structural change in what boards need, not a cosmetic rebranding. The modern corporate secretary in MENA now operates across four distinct governance functions:

• Regulatory intelligence – tracking and translating changes across multiple jurisdictions (UAE, Saudi Arabia, Bahrain, ADGM, DFSA) into board-actionable compliance obligations
• Board meeting management – not just logistics, but agenda design, information quality control, and ensuring that decisions are made with adequate context and proper process
• Governance documentation – maintaining the full architecture of board charters, committee terms of reference, conflict of interest registers, and director induction materials
• Stakeholder interface – serving as the primary communication point between the board, regulators, major shareholders, and, in some cases, external auditors

The GCC Board Directors Institute’s 2025 analysis on preparing GCC boards for a new governance era identified that regional transformation agendas – most notably Saudi Vision 2030 – have raised expectations of governance quality and transparency across both public and private sectors, with 2026 representing a midpoint of major strategic regulatory cycles. The corporate secretary sits at the centre of that compliance pressure.

For boards seeking to close that gap, MEIoD’s Corporate Secretarial Solutions provide the operational framework that enables secretarial functions to perform at the level the regulatory environment now demands. 

What the Regulatory Frameworks Actually Require

The regulatory frameworks governing corporate secretarial function in MENA are not uniform, and that complexity is itself part of the challenge. Each jurisdiction has moved at its own pace, but the direction is consistent – toward a more accountable, more visible, and more strategically positioned governance professional. 

In Saudi Arabia, the CMA Corporate Governance Regulations (as amended effective 1 January 2024) require listed companies to establish board committees, including audit, nomination, and remuneration committees, with documented charters, defined membership criteria, and regular reporting to the full board. The corporate secretary is responsible for the procedural integrity of every one of those committee processes, a function explored in more detail in MEIoD’s article on how committees and boards interact. 

In Bahrain, the Corporate Governance Code (2022 version) is explicit: a corporate governance officer shall be appointed, and the company must provide the regulator with that officer’s name and contact details. The Code also extends conflict-of-interest disclosure obligations to officers, including the company secretary, meaning the role now carries a named compliance liability, not just an administrative function. Bahrain Bourse updated its Listing Rules as recently as September 2024, reinforcing these continuing obligations for listed issuers.

In the UAE, Federal Decree-Law No. 32 of 2021 mandates Ultimate Beneficial Owner disclosure (governed by Cabinet Resolution No. 109 of 2023), enforces 21-day notice periods for general assemblies, and requires boards to maintain proper internal controls and compliance mechanisms – each of which touches the corporate secretary’s daily operating responsibilities.

The legal framework challenge for any MENA-headquartered group with operations across multiple GCC jurisdictions is that compliance requirements do not harmonize neatly. A group listed on Tadawul, with UAE-incorporated subsidiaries and Bahrain-regulated financial entities, is managing three distinct governance codes simultaneously. The corporate secretary – or corporate secretarial function is the only role positioned to hold that architecture together.

The Competency Gap and Why It Matters Now

The gap between what the role demands and what most corporate secretaries in the GCC are currently equipped to deliver is measurable. The GCC Board Directors Institute’s Family Business Health Index study, conducted with McKinsey & Company, found that while 66 percent of large GCC businesses had begun putting governance building blocks in place, only 33 percent reported those practices as fully adopted and effectively working. Governance infrastructure does not fail by accident – it fails when the people responsible for maintaining it lack the technical depth the role now requires. A corporate secretary operating today across the GCC needs command of:

• The governance code requirements of every jurisdiction in which the company operates or is regulated
• Board evaluation methodologies and how to translate evaluation outputs into agenda and process improvements
• Director onboarding and continuing education obligations – including what qualifies a director as independent under each applicable regulatory framework
• Disclosure and reporting timelines under stock exchange listing rules, where applicable
• The procedural requirements for related-party transactions, which under both the Saudi CMA regulations and the Bahrain Corporate Governance Code now carry explicit board-level accountability

This is precisely where the corporate governance officer designation that Bahrain’s Code formally introduced earns its weight. It is not a title change. It is a recognition that this function requires a professional with a governance competency framework, not a generalist administrator with secretarial support skills. For directors serving on GCC boards, this has a direct implication: the quality of board meeting management, the accuracy of governance documentation, and the reliability of board compliance tracking are all direct outputs of the corporate secretary function. If that function is underqualified or underresourced, the board’s exposure to regulatory risk is materially higher than it appears. MEIoD’s article on the importance of training for directors makes a parallel case for why this technical depth cannot be assumed to exist by default. 

MEIoD’s Corporate Directors Program addresses this directly, equipping governance professionals and directors with the technical depth that the current regulatory environment demands across MENA. 

Board Meeting Management as a Governance Discipline

Board meeting management is one of the most visible outputs of the corporate secretary function – and one of the most frequently reduced to a checklist. That reduction is where governance quality is lost. Effective board meeting management in the GCC context requires more than logistics. The PwC Annual Corporate Directors Survey 2025 found that 55 percent of directors globally believe at least one board colleague should be replaced – a figure that reflects the growing recognition that governance quality depends on the quality of the information and process that boards are given, not just the credentials of the individuals sitting at the table. The corporate secretary controls that information architecture. The quality of board packs, the structure of pre-reading materials, the sequencing of agenda items, and the documentation of decisions all sit within the secretary’s direct remit. In practical terms, this means:

• Board packs that distinguish between items for decision, items for discussion, and items for information, with clear executive summaries that allow directors to engage substantively, not just reactively
• Agenda construction that reflects the board’s strategic priorities, not just the management’s reporting convenience
• Minutes that record the substance of deliberations and the basis for key decisions, not just outcomes, because under the UAE, Saudi, and Bahrain governance frameworks, the evidentiary value of board minutes has direct regulatory relevance
• Action logs that are tracked to resolution between meetings, ensuring that the board exercises genuine oversight rather than approving the same deferred items cycle after cycle

The Saudi CMA Corporate Governance Regulations specifically require board committees to report their decisions and findings transparently to the full board. That reporting chain flows through the corporate secretary. If the process is weak, the board receives filtered or incomplete information and makes decisions on that basis. MEIoD’s article on 8 ways boards can drive effective corporate governance covers several of the structural disciplines, including this one, that determine whether governance functions as intended or merely on paper. 

Strengthen Your Governance Function with MEIoD

The corporate secretary’s function is not a support service. It is governance infrastructure. MEIoD equips boards and governance professionals across the GCC with the structures, training, and independent oversight needed to operate at the standard that regional regulatory frameworks now require. MEIoD works with organisations across MENA on:

• Corporate Secretary Course – a structured programme for individuals new to the corporate secretary role and for those refreshing their knowledge, covering the practical governance competencies the GCC regulatory environment now demands
• Corporate Directors Program – practitioner-led development for current and aspiring directors and senior executives, equipping them with the tools to drive organisational excellence
• Board Evaluations – independent assessment of board governance quality, including the effectiveness of board processes, information flows, and meeting management
• CG Assessment – a review of corporate governance structures with specific advice on where and how to strengthen them across the full governance architecture

Not sure whether your secretarial function is keeping pace with current regulatory expectations? Start with MEIoD’s CG Quiz for a quick self-assessment. The role has changed. The question is whether your governance infrastructure has kept pace. Contact MEIoD to begin that assessment.

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