Corporate Secretary

Job Title: CORPORATE SECRETARY

Reports to: CHAIRMAN OF THE BOARD OF DIRECTORS 

Directly Supervises:

• Administrative Assistant

Department/Level:      MANAGEMENT

No. of Pages:               3

Document No.:             CEO/004

Current Version: 2024

Effective Date:            JULY 17, 2024

APPROVALS (Signature/Date)

Chief Executive Officer/Date

Human Resources Manager/Date

1.         Job Function

The Corporate Secretary is responsible for providing confidential administrative support and guidance to the Board of Directors in accordance with the Company's charter, the Companies' Act, by-laws, the State Enterprises Manual, and other legal and compliance issues. The incumbent also has responsibility for shareholder relations and maintenance of corporate records, including minutes of meetings of the Board of Directors, Sub-Committees of the Board, and Shareholders. All activities must conform to organizational guidelines and standards and to all legal requirements of the industry.

2.         Principal Duties and Responsibilities

• Corporate Secretary:

• Manages logistics of all Board, Sub-Committee and Annual General Meetings, as well as ensures that all resolutions have been implemented and are in compliance with the Company's Articles of Association.
• Ensures the compliance of the Company and the Board of Directors with the relevant laws, rules and regulations, resolutions of both the Board and AGM's meetings, including corporate governance practices.
• Prepares agendas, reviews, prepares, and distributes Board materials containing substantial background information to assist with Board and Sub-Committee meeting preparation.
• Attends and records the minutes of all Board and Sub-Committee meetings, ensuring that same are disseminated in a timely manner.
• Defines and guides the corporate reporting process, supports the generation and submission of reports to the Board, by management, to best support the Board in the discharge of oversight and foresight responsibilities and fiduciary duties.
• Ensures the accurate and timely dissemination of actionable decisions and guidance from the Board to management.
• Provides support and advice to the Chairperson of the Board in carrying out duties relating to the effective governance and performance of the Board and organization, including provision of advice on corporate governance best practice, appointments, processes, and Board skill sets, and in relation to the avoidance of conflicts of interest by governors.
• Handles the logistics of live board meetings or, in the increasingly virtual business environment, scheduling conferencing.
• Effectively utilizes available technology to prepare and distribute materials, conduct meetings, and facilitate other Board and Sub-Committee activities while being mindful of privacy and confidentiality concerns.
• Prepares and keeps important documents of the Company, maintaining and ensuring document accuracy.
• Maintains records of the materials provided to the Board and its Sub-Committees to substantiate that Directors are given appropriate information on which to base decisions.
• Monitors corporate governance and other developments that the Board and/or its Sub-Committees need to know, taking the steps necessary to comply with changing regulatory and other requirements.
• Supervises, coaches and mentors all staff members of the Corporate Secretariat, ensuring compliance with governance and quality requirements, to successfully deliver all key milestones and outcomes.
• Complies fully with the Company’s policies and procedures and adheres to the Company’s Core Values and Code of Business Conduct by daily demonstration of associated behaviour.
• Performs any other duties as required by the job function.