Corporate Secretary/Compliance Manager

POSITION TITLE:

Corporate Secretary/Compliance Manager

(Contract Position)

POSITION GRADE:

Grade 5

DEPARTMENT:

Corporate Secretariat

REPORTS TO (JOB TITLE):

The position reports to:

SUPERVISES:

Job Titles that this position supervises include:

● Corporate Secretariat Officer

● Environmental Social and Corporate Governance (ESG) Officer

A. POSITION PURPOSE:

Provides the full range of corporate secretarial services and acts as Corporate Governance Officer who manages the coordination of the activities of Board of Directors and the Shareholders to ensure that the Board discharges its fiduciary duties to the organization. Ensures that the Company maintains the highest standards of Corporate Governance and complies with its external regulatory and legal requirements as well as internal policies and by-laws. The incumbent will establish policies, organize and manage all CSR programmes.

B. MAJOR DUTIES & RESPONSIBILITIES:

Category

Functions/ Tasks

% of Time Spent on each Category

Corporate

Corporate Secretary

• All Board and sub-committee meetings, as well as shareholder meetings and logistics, are planned, managed, and executed to facilitate strategic decision making.
• Acts as a repository for essential corporate documents and records in order to increase organizational efficiency and preserve knowledge in an easily accessible form by maintaining the Knowledge Management Systems.
• Attends and records Minutes at Board, Committee and Annual General Meetings and acts as a Liaison between the Board and Management/External Stakeholders for example, the Ministry of Finance or Line Ministry.
• Ensures timely compliance with the Company’s policies and procedures, the highest levels of professional standards of corporate governance and all legal, statutory and regulatory requirements particularly under the Companies Act, Chapter 81:01, and the State Enterprise Performance Monitoring Manual or any such document governing State Enterprises in effect for the time being.
• Participates in the development, formulation, implementation and monitoring of the Company’s strategic and operational objectives and plans.
• Develops and implements corporate procedural and administrative systems, policies and procedures that focus on compliance matters and corporate governance affairs.
• Ensures that decisions made are communicated to the relevant stakeholders and in particular implementing systems to monitor and ensure the timely action by management of the decisions made by the Board or Committees.
• Maintains and keep securely all corporate documents and records, which includes but is not limited to Minutes of the Board and Committee Meetings and various Registers under the Companies Act, Chapter 81:01.
• Answering inquiries and questions from governmental and other outside organizations.

• Undertaking a diverse range of tasks, specific to the company as assigned by the Chairman/Board of Directors.

Compliance

Compliance

• Act as an independent review to ensure that compliance issues/concerns within the organization are being appropriately evaluated, investigated and resolved.
• Create and enforce policies and procedures to ensure compliance with all applicable laws and regulations to mitigate risks.
• Facilitate communication and collaboration on corporate governance issues across the organization.
• Corporate disclosure and compliance with SEC reporting and compliance;
• Stay up to date and assess the impact of new laws and regulations on the organization’s compliance program.
• Work with other departments to identify and investigate compliance issues and direct compliance issues to the appropriate existing channels for investigation and resolution.
• Advise the Board in response to alleged violations of rules, regulations, policies, procedures and Standards of Conduct.
• Track the progress of compliance activities across the organization, identify areas where compliance risks are increasing and take steps to mitigate those risks.
• Identify potential areas of compliance, vulnerability and risk for EMBD; develop/implement corrective action plans for resolution of problematic issues, and provide general guidance on how to avoid or deal with similar situations in the future.
• Provide regular reports to the Board and senior management on the status of compliance efforts.
• Evaluate the effectiveness of the compliance program on a regular basis, identify where it can be improved and take steps to improve it.
• Stay up-to-date on the requirements of the State Enterprises Performance Monitoring Manual, the Companies Act and other relevant statutory requirements to ensure EMBD is compliant with the requirements.

C. OTHER DUTIES & RESPONSIBILITIES:

The duties and responsibilities as outlined, are intended to describe the general nature and level of work to be performed by you. They are not intended to be an exhaustive list of all responsibilities, duties and skills required of personnel so classified.

% of Time spent on activity

Performs such tasks as may be required for the smooth operation of the department and organisation.

When needed

INDIVIDUAL SAFETY RESPONSIBILITY:

It is the responsibility of each employee to protect oneself as well as fellow employees from injury. Work shall be conducted according to established safe practices and procedures. Please refer to EMBD’s Environmental, Health and Safety Policies.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility will develop and execute a strategy to build EMBD’s    reputation and position the organization for continued success within the donor eco-system by:

• establishing policies and procedures for CSR.
• cultivating relationships.
• identifying revenue and partnership opportunities.
• providing visibility into EMBD’s programmes.

Represents the Corporate Secretariat Department

When needed

D. QUALIFICATIONS, EXPERIENCE, BEHAVIOURAL AND TECHNICAL COMPETENCIES:                                                           

Qualifications: Minimum

• Bachelors of Law (LLB).
• Legal Education Certificate (LEC).
• Admission to practice law in Trinidad and Tobago.

Experience: Desired

• Ten (10) years’ experience as a practicing Attorney-at-Law.
• Five (5) years’ Senior Management Leadership/C-Suite experience directing a multi-disciplinary team or other suitable Senior Management experience.
• Experience in Public Sector/State Enterprise and a Post Graduate Degree will be considered an asset.

Behavioural Competencies: Desired

• Attention to detail and excellent follow-through.
• Ability to handle multiple priorities and meet/manage deadlines.
• Problem solving at a strategic level, working with others to reach a resolution.
• Build and maintain excellent relationships with colleagues, internal and external stakeholders.

Technical Competencies: Desired

• Knowledge of the Laws of Trinidad and Tobago and in particular the Companies Act Chapter 81:01 and legal principles and practices with emphasis on corporate secretarial practice and governance procedures particularly for State Enterprises.
• Working knowledge of contracting principles (formation, drafting, appropriate legal risk allocation, etc.).
• Understanding of risk assessment methodologies.
• Proficiency in Microsoft Office.
•  Computer literate.