Company Secretary / General Counsel at Andersen

Job Summary

The Company Secretary is primarily engaged to consult with and advise the Board of Directors to ensure that the affairs of the company are in accordance with provisions of the law and proceeding of its associations. The Company Secretary is also to support the Board of Directors, Board Committee, Management, and the Company to implement operation in line with good corporate governance.

Job Details

• Ensure compliance of the provisions of Companies Law and rules made there-under and other statutes and byelaws of the company.
• Ensure that business of the company is conducted in accordance with its objects as contained in its memorandum of association and the provisions of the Companies Law.
•  Prepare the agenda in consultation with the Chairman and the management of the Company and the other documents for all the meetings of the board of directors.
• Arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
• Attend the board meetings in order to ensure that the legal requirements are fulfilled and provide such information as are necessary.
• Prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
• Arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct record thereof.
• Carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
• Prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorized by the board of the directors or the management.
• Advice, in conjunctions with the company’s solicitors, in respect of the legal matters, as required.
• Engage legal advisors and defend the rights of the company in Courts of Law.
• Have custody of the seal of the company.
• File various documents/returns as required under the provisions of the Companies Law, including filing of copy of special resolutions on prescribed form within the specified time period.
• Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
•  Convene/arrange the meetings of directors. Issue notice and agenda of board meetings to every director of the company and to auditors.
• Carry on correspondence with the directors of the company on various matters.
• Record the minutes of the proceedings of the meetings of the directors and all general meetings.
• Implement the policies formulated by the directors.
• Deal with all correspondence between the company and the shareholders and issues notice and agenda of the general meetings to the shareholders.
• Make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
• Research and evaluate different risk factors regarding business decisions and operations.
• Apply effective risk management techniques and offer proactive advice on possible legal issues.
• Communicate and negotiate with external parties (regulators, external counsel, public authority etc.), creating relations of trust.
• Draft and solidify agreements, contracts and other legal documents to ensure the company’s full legal rights.
• Deal with complex matters with multiple stakeholders and forces.
• Provide clarification on legal language or specifications to everyone in the organization.
• Maintain current knowledge of alterations in legislation and to alert management on changes.
• Implement and manage an effective legal compliance program.
• Advise management on the company’s compliance with laws and regulations through detailed reports.
• Create and manage effective action plans in response to audit discoveries and compliance violations.
• Regularly audit company procedures, practices, and documents to identify possible weaknesses or risk.
• Assess company operations to determine compliance risk.
• Ensure all employees are educated on the latest regulations and processes.
• Resolve employee concerns about legal compliance. 

COMPETENCIES REQUIRED

• Proven experience as a Company Secretary and Legal Counsel in business environment.
• Excellent knowledge and understanding of corporate law, legal requirements and procedures.
• Full comprehension of the influences of the external environment of a corporation.
• Demonstrated ability to create legal defensive or proactive strategies.
• High degree of professional ethics and integrity.
• Sound judgement and ability to analyze situations and information.
• Outstanding communication skills.
• Meticulous attention to detail.
• Excellent Interpersonal skills and influencing skills.
• Excellent organisation and time management.
• A flexible and practical approach to work.
• Ability to apply Discretion and diplomacy
• Excellent oral and written communication skills.
• Highly analytical with strong attention to detail.

Requirements

• Bachelor’s degree in law.
• Master’s in law, Finance, Business Management or a related field.
• 10 years’ working experience as a Legal Practitioner with 3 - 5 years’ proven experience as a compliance officer.
• At least 10+ years’ post-graduation experience with at least 3 years in a senior management role preferably in energy, telecommunication or banking sector.