Board Secretary

Responsible for documenting the company’s Board meetings, manages the disclosure register of the Board and the Executive Management. Ensures the integrity of the governance framework, responsible for the efficient administration of a company, ensures compliance with statutory and regulatory requirements and implements decisions made by the Board of Directors. As well as the management of people to create the appropriate cultures to enable the corporate governance structures, policies, and procedures to work effectively.

Accountabilities

Corporate Governance:

The Board Secretary Acts as a “bridge” for information, communication, advice, and arbitration between the board and management and the organization and its stakeholders, including its shareholders.

Board Meetings:

Prepares for Board Meetings, in terms of dates, venue, attendees, agenda, required documents, pre-read and meeting briefings, resolutions and other requirements per the Board Charter and Corporate Governance Manual. Documents the Board's meetings, prepares minutes, records resolutions and voting results, and retains them in a special and organized register. Notifies management and relevant personnel of decisions made at the meeting that affect them. Complies with any filings required by regulators.

Delegation of Authority:

Establishes clearly defined delegation policies and advises the board on matters relating to the delegation of authority such as separating the roles of Chairman and CEO, the CEO delegating his authority, appointment of authorized representatives, drafting powers of attorney, and delegating to committees as per the Board Charter and Corporate Governance Manual.

Board Composition & Succession Planning: 

Supports the Compensation and Nomination Committee on the size and composition of the board, the selection and appointment of directors as per the Board Charter and Corporate Governance Manual. Supports the Compensation and Nomination Committee with developing a succession plan that Identifies board capability gaps and creates a board composition matrix, considering what needs the board may have in terms of skills and diversity.

Role with Directors:

Drafts, implements, advises the board and enforces a policy on related-party transactions (RPTs). Sets a policy and process for dealing with actual or potential conflicts of interests of board directors. 

Board Evaluation:

Supports the Compensation and Nomination Committee and its Secretary in facilitating the evaluations effectively either through coordination or through independent or joint facilitation of the evaluation process, and coordinates with the Compensation and Nomination Committee the remedial actions. Ensures that a reference to the evaluations is included in the corporate governance statement in the organization’s annual report.

Individual Board Directors Evaluation:

Assists the Chairman by organizing the evaluation of individual members of the board. Assessing them on their managerial roles and as part of a team. Uses the output to develop directors training programs, and assists the Chairman in deciding who should stand for reelection or retire from the board.

Chairman Evaluation:

Prompts the lead board member or senior independent director to begin the evaluation of the Chairman. Advises on the evaluation process and on the criteria used to assess the Chairman. Assists the Chairman with any actions resulting from the evaluation.

CEO Evaluation:

Assists the CEO and/or the HR department in the development of the job description and key performance indicators (KPIs) for the CEO. Ensures that the CEO is clear on the expectations of the board. Enables the board to monitor the performance of the CEO against the KPIs that have been set.

Evaluation of Compliance with Corporate Governance Codes and Regulations

Carries out assessments to report on how the organization is applying corporate governance best practices. Analyzes the findings and makes recommendations for improvements. Develops an action plan and monitors progress against actions/timelines.

Role with Shareholders:

Deals with shareholders transactions (new interests, transfers, terminations, issuing, canceling). Drafts shareholder agreements as per the Corporate Governance Manual. Organizes capital actions, such as, bonus issues, right issue, stock splits/consolidations, redemption of shares, and purchase of own shares.

Annual Shareholder Meetings (AGM):

Prepares for the meetings, in terms of the date, timing, location, facilities, giveaways, agenda, material, Q&A, voting, etc… Keeps order at the AGM by ensuring the attendance of all directors, organizing questions, collating proxies, proposing and seconding resolutions, dealing with requests to change resolutions, organizing the media and managing logistics. After the meeting, files resolutions, prepares minutes, pays the dividend, and announces the voting results.

Strategy, Risk & Good Corporate Citizenship:

Ensures that strategic discussions take place during board meetings, ensuring that the proposed strategies are aligned with the organization’s purpose/objectives and monitors the progress against them. Shares reports on the organization’s performance, and advises on disclosure requirements. Ensures that a risk management policy and framework is in place, which reflects the board’s decision on the risk appetite for the company. Manages (Identifies, assesses, mitigates, and monitors) risks within the areas of the board secretary’s responsibilities. Advises, inspires, and monitors good corporate citizenship activities in the organization’s strategic and business continuity planning. Drafts sustainability (CSR) reports. Sets up and supports a board CSR committee.

Financial Oversight and Reporting

Ensures that the organization, the board, and management are accountable and transparent in their financial systems and reporting through the compliance with legal, shareholder, and other stakeholder requirements. Assists the board with its financial oversight role or with delegating it to an audit committee and coordinates with internal and external auditors. 

Building Ethical Cultures

Holds the board accountable for applying an appropriate course of conduct, principles of good governance and building an ethical culture to protect the reputation and sustainability of the organization in the long-term, through, setting standards of ethical business, developing a code of ethics and whistleblowing policies and procedures.

Stakeholder Management

Assists the board with stakeholder engagement and coordinates with management to implement policies and plans that leverages the company’s stakeholder engagement. Reports on stakeholder engagement and sets up a committee responsible for stakeholder issues.

Employee duties are not limited only to the above-mentioned Accountabilities; he/she may perform other duties as assigned.

Work Environment

Indoors : 90% Outdoors : 10% Working Days : 5 Working Days Days off : 2 Days Off Working Hours : 8:00 AM – 6:00 PM (1 hour break)

Job Requirement

Education

BSc in law, finance, accounting, management, or their equivalent.

Experience

10+ Years of Experience in publicly held or joint stock company Preferred that these experiences be with a publicly traded company that operated under the relevant regulatory frameworks

Computer Skills

MS Office Suite

Required Skills

Strong interpersonal skills Excellent communication skills: verbal and written Strong understanding of Financial Reports Ability to multitask and work good under pressure  Excellent time management skills  Problem solving oriented  Strong acumen of regulatory conformity for publicly listed companies Strong business acumen in related industry

Language

Fluent English (Writing and Speaking) Fluent Arabic (Writing and Speaking)

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