Company Secretary (Legal) at eRecruiter Nigeria

Our client is a proprietary investment group of company. They currently have an opening for an experienced Team Member, Secretariat (Legal). The ideal candidate shall be responsible for providing high quality, timely, and effective secretarial support and corporate governance advice to the wide variety of subsidiary entities across the Group.

Key Responsibilities

Compliance:

Company Secretarial

• Work independently and be the key point of contact for the relevant subsidiary boards.
• Prepare, present and conduct the induction process for all new board directors (including liaising with the relevant business areas to ensure introductory meetings)
• Partner with the relevant Chairman of the Board to deliver an effective, efficient and valued secretariat/governance service.
• Provide accurate and relevant information and advice to Directors and the Boards of Joint Venture companies and Board committees to assist them in the performance of their role and execution of their duties.
• Maintain the relevant Board calendar.
• Ensure all decisions of the Board are accurately and appropriately recorded in the minutes of the meetings
• Prepare and draft resolutions-in-writing and provide assistance to the business in preparing submissions to the Board
• Ensure the successful delivery of all Board meetings including preparation of documentation and conduct of meetings
• Maintain statutory records for all relevant subsidiary companies
• Organizing, preparing agendas for and taking minutes of board meetings quarterly and annual general meetings (AGMs) and Extra-ordinary (EGMs).
• Timely Scheduling and organization of AGMs, Board and Board Committee meetings
• Circulation of minutes of meeting within 48hours of convening meetings
• Maintaining statutory books, including registers of members, directors and secretaries; and Issuance of share certificates
• Maintaining the register of shareholders and monitoring changes in share ownership of the company;
• Contributing to meeting discussions as and when required, and advising members, of the legal, governance and tax implications of proposed policies
• Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders
• Managing share option schemes, share issues, mergers and takeovers processes;
• Managing the legal aspect of the Group’s transactions, including acquisitions, rights offers, transfer of shares, mergers, etc.
• Develop, build and maintain strong relationships with the business to further enhance commercial acumen.
• Manage and coordinate the processing, verification, and execution of all material legal documentation on behalf of subsidiary companies
• Manage corporate initiatives as directed from time to time

Corporate Governance:

• Maintain a current knowledge base of external corporate governance requirements, trends, and key matters of interest for Boards.
• Manage complex governance issues, including providing direction and facilitating approvals as required by the Shareholders’ Agreement, to and from the Joint Venture companies, their shareholders and the Group.
• Deliver information sessions as necessary to the business in order to build awareness of all key corporate governance issues.
• Provide ad-hoc research and the provision of advice/options to members of the Company Secretariat leadership team as required (including on matters relating to Directors’ duties and responsibilities, the operation of key statutory requirements, Listing Rules, and Corporate Governance principles).
• Reviewing, drafting, and amending Constitutions and Board and Committee Charters as required.

Compliance:

• Ensure that statutory filings, notices of change and other regulatory filing are done within the regulated timelines
• Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;

Due Diligence:

• Set up Due Diligence procedure for investors and administer same.
• Conduct proper Due Diligence on all prospective shareholder

Custodianship:

• Ensure effective and efficient filing system
• Ensure proper custody of sensitive documents
• Ensure proper titles and ownership of Group’s assets.

KPI

• Ensure the corporate calendar is ready before the first working day of the year.
• 100% performance against the approved Corporate Calendar
• Number of times minutes of meeting is circulated before the prescribed 48hours
• Update the various statutory books within 2 weeks of any change
• Level of stakeholders’ awareness of information and agreed policies and communication of same within 24 hours.
• Ensure zero penalty in regulatory filings, and ensure filings are done on the due date provided there are no operational constraints
• Communication of changes in relevant legislation and actions taken to ensure implementation and compliance within 48 hours of such change
• Initiate due diligence procedure within 24 hours of being briefed.
• Ensure document is released within 10 minutes of request.
• Ensure documents are not released without appropriate authorization.

Financial KPIs - Financial target schedule as updated from time to time

Requirements

• Minimum of a first degree in Law
• Must be a member of the Nigerian Bar Association (NBA)
• 3-5 years Company Secretariat experience
• Previous work experience in a reputable financial service firm is desirable.
• A recognised professional certification will be an added advantage

Skills/Competence Requirements

• Planning and good bookkeeping skill
• Proficiency in electronic meeting scheduling, tracking, and prompters
• Proactive and analytical skills
• Good relationship management
• Good communication skills
• Integrity and Accuracy
• Precision
• Knowledge of regulations and policies relevant to the company business
• Research and analytical skills
• Good relationship Management skills
• Drafting skills, practical knowledge of contract, analytical skills accuracy and time management skills
• In-depth understanding of company internal operations and structure

Generic Skills

• Proactive Attitude
• Analytical skills / Problem solving
• Resilience, Tenacity, and Integrity
• Interpersonal skills and ability to work in teams
• Communication (oral & written)
• Good multitasking capabilities
• Good analytical and problem-solving skills
• Proficiency in the use of Microsoft office