By Eleni Pyrgou
- Head of Legal Affairs
- Secretary of the SELK Board of Directors
The role of a company secretary is often not fully recognized, as the title is traditionally associated with administrative and clerical tasks. In practice, however, their responsibilities extend far beyond organizing meetings, taking minutes, and managing corporate documents. A company’s secretary plays a key role in the effective functioning of corporate governance, helping to ensure compliance with the law, sound decision-making, and the promotion of accountability and transparency.
In Cyprus, the appointment of a company secretary is a legal requirement under the Companies Law, Chapter 113. Specifically, Section 171 stipulates that every company must have a secretary, while also providing a specific exception for a private limited liability company with a single member, where the sole director may also perform the duties of secretary. This legislative provision highlights the institutional importance of the position within the context of corporate operations.
The responsibilities of a company’s secretary are directly linked to corporate governance, compliance with legal and regulatory requirements, supporting the Board of Directors, the proper maintenance of corporate records, and communication with relevant parties and stakeholders. The effective performance of these duties requires professional judgment, attention to detail, independent thinking, and a thorough understanding of the applicable legal and regulatory framework—and, above all, confidentiality.
It is particularly important that all company staff—not just the members of the Board of Directors—understand this role. Procedures such as submitting supporting documents, obtaining the necessary approvals, and maintaining specific corporate records may be perceived as bureaucratic requirements when their purpose is not understood. In reality, these procedures help document corporate actions and promote transparency and accountability. Informing and raising employees’ awareness of corporate governance issues therefore strengthens compliance and fosters a shared culture of accountability within the company.
It is understood that the Company Secretary does not replace the Board of Directors, management, legal counsel, or other control and compliance functions. The Board of Directors retains responsibility for the company’s strategic direction and oversight, while management is responsible for the day-to-day operations and the implementation of the company’s strategy. The company’s Secretary supports the effective exercise of these responsibilities by ensuring, within the scope of his duties, that decisions are accurately recorded and the obligations arising from them are properly tracked.
Equally essential is his contribution to the continuity and institutional memory of the company. The proper recording of decisions, the clear documentation of required actions, and the monitoring of their implementation link the Board of Directors’ decisions to their practical application. This approach strengthens organizational consistency, maintains a reliable record of corporate decisions, and facilitates compliance with relevant legal and regulatory obligations.
After nearly six years of professional experience in this role, one of the most important conclusions I have drawn is that the value of the Company Secretary is often not immediately apparent, precisely because it manifests itself through processes that run smoothly. Timely preparation, effective support for the Board of Directors, reliable maintenance of corporate records, and systematic tracking of pending matters are essential prerequisites for the smooth operation of the company.
The Company Secretary’s contribution, therefore, should not be evaluated solely on the basis of the number of meetings organized, the documents prepared, or the minutes kept. His true value lies in his contribution to establishing and maintaining an effective corporate governance framework that supports sound decision-making, compliance with applicable obligations, and the responsible operation of the organization. Recognizing this role requires a broader understanding of corporate governance as an integral part of corporate operations rather than merely a set of formal procedures.
In conclusion, the Corporate Secretary is not merely a supportive administrative role but a key contributor to corporate governance. Recognizing the true value of this role is a key element in strengthening corporate governance and ensuring the company’s long-term credibility.
