Company Secretary

1. JOB SUMMARY

Company Secretary is the point of contact between the Senior Management, Board of Directors and the Government and is responsible for reporting in a timely and accurate manner on company procedures and developments. The Board relies on the Company Secretary to advise them not only on Directors’ statutory duties under the law, financial reporting and disclosure obligations but also in respect of corporate governance requirements and effective practices and Board processes. Successful performance of this role requires excellent communication skills, both verbal and written and the ability to interact with Board of Directors, Senior Management and Government officials.

2. NATURE AND SCOPE

2.1 Reports to:

• Board of Directors, CEO

2.2 Supervises:

• Program Officer

2.3 Dimensions of Position:

• The incumbent provides secretarial and management services to assist the Board and to ensure compliance with the legal and statutory requirements.

2.4 Membership in Committees:

• None

2.5 Key Performance Indicators:

• Response time in correspondence with the regulators.
• Timely completeness and up to date maintenance of all registers as stipulated by the Companies Ordinance, 1984 and the rules thereunder.
• (Specific performance indicators are mutually agreed by incumbent and the BOD on annual basis)

3. KEY INTERACTIONS

3.1 External:

• Regulators

3.2 Internal:

• BOD and its committees
• CEO
• All functional heads
• Chief Internal Auditor

4. FUNCTIONS OF THE POSITION

• Responsible for maintenance of the requisite details of the Directors and preparation and submission of the relevant and applicable forms / returns as per the Companies Ordinance, 1984.
• Ensure that the affairs of the company are managed in accordance with its objects contained in the Memorandum and Articles of Association and the provisions of the Ordinance.
• Prepare the agenda in consultation with the Chairman and the other documents for all meetings of the Board.
• Issue notice and agenda of Board meetings to every Director of the company.
• Arrange, call and hold meetings of the Board.
• Attend the Board meetings in order to ensure that the legal requirements are fulfilled and provide such information as is necessary and record accurate minutes of the meetings.
• Prepare, approve, sign and seal agreements, leases, legal forms and other official documents on the company’s behalf, if and when authorized by the Board of Directors.
• Advise in conjunction with the company’s solicitors, the Chief Executive Officer and/or other Executives, in respect of the legal matters, as and when required.
• Ensure that the supervisory and oversight functions of the Board and its committees are set out and regularly updated in a charter or similar document.
• Engage in legal advisors’ appointment and ensure compliance with Appointment of Legal Advisors Rules, 1975.
• Have and ensure safe custody of the seal of the company.
• Carry on correspondence with the Directors of the company on various matters and assist with regards to discharging of their duties and responsibilities.
• Communicate and help the relevant stakeholders in implementing the decisions made and policies formulated by the Directors.
• Updating the organization's bylaws and maintaining its Articles of Association along with keeping accurate and up-to-date records of meetings of Board, financial reports and other important documents and relevant registers as required by the Companies Ordinance, 1984.
• Maintenance of record of orientation and other courses held and organizing further courses, if and when required, for the Directors.
• Provide feedback on the annual performance evaluation of the Board.
• Report any concerns about any aspect of the Company’s operations to the Chairman.
• Assist the Board in the appointment of External Auditors as per the requirements of applicable laws and regulations.
• Assist in preparation of Directors’ Report for Quarterly, Half Yearly and Annual reports in accordance with the law.
• Perform all other secretarial activities and carry out all secretarial tasks as specified in the Companies Ordinance, 1984 and other applicable laws and regulations.