Board Secretary Specialist
Job Description
Job Objective
To provide assistance to the Board Secretary in relation to all matters in connection with the Company Secretariat function and to assist on additional matters that may arise from time to time. To assist the board secretary in all tasks related to managing Beyon and its relevant subsidiaries Board secretary responsibilities and governance matters.
Responsibilities
Stategic • To assist the Board Secretary in providing tactical and strategic advice to the business on the interpretation of relevant laws and the corporate governance code, guidelines, and high-level controls to ensure compliance across all Board related practices, policies and regulations.
• Anticipate, identify and assess corporate governance gaps for Beyon and other subsidiaries under the portfolio of Beyon.
• Track and report performance against strategic initiatives
Operational
• Assist the Board Secretary with preparation of all documentation required in connection with the Company’s Board and committees.
• Build relationships of mutual trust with the Chairman and non-executive directors and executive management and the Board Secretary.
• Assist in the preparation and circulation of minutes for the Board of the Company, the Remcom, Audit Committee, and EXCO;
• Assist in preparing for board meetings, including scheduling, drafting agendas, and preparing board packs.
• Assist in the drafting of minutes, resolutions, and board meeting documents.
• Assist in the drafting and periodic up-dates to the constitutional and corporate governance documents for the Company, including the Board and committee charters and relevant Board related policies.
• Assist in drafting the corporate governance documents, including ancillary documents and memos relating to corporate governance and legal matters as required from management from time to time;
• Support the maintenance of high standards of corporate governance within the company. This may involve assisting with the review of company policies and ensuring they are up to date with current laws and regulations.
• Assist in relation to the induction of new board directors, drafting the induction policy and maintaining an up-to-date induction pack with materials which inform the board director as to the legal and regulatory requirements placed on a board director;
• Provide support in managing shareholder relations and communications, including assisting with the preparation for annual and extraordinary general meetings, distribution of annual reports annual general meetings booklets, notices of meetings, and dividend payments.
• Assist in relation to the board annual self-assessment process, drafting and up-dating the required questionnaires, conducting one-to-one interviews (if necessary), collating and analyzing the data produced for presentation to the Corporate Governance Committee;
• Assist Board Secretary in relation to maintaining the Company’s statutory registers and liaise if necessary, with other departments in the Company.
• Assist the Board Secretary in relation to ensuring that other regulatory required documents are promptly filed with the Central Bank of Bahrain (CBB), Bahrain Bourse, or the Ministry of Industry and Commerce for the Company, including it’s branches and subsidiaries;
• Assist the Board Secretary in relation to informing any changes in the Company’s constitution/structure/board of directors to the relevant regulatory bodies in Bahrain, including but not limited, to Bahrain Bourse, CBB. Ministry of Industry of Commerce;
• Assist the board secretary to ensure the security of the Company’s constitutional legal documents e.g. its Certificate of Incorporation and Articles of Association;
• Assist the Board Secretary in relation to the corporate governance aspects of all specific projects which are undertaken from time to time by the Company;
• Assist the Board Secretary to ensure that all legislative, legal, regulatory and corporate governance developments or changes are communicated to the board and that the board has regard to them when taking its decisions;
• Assist the Board Secretary to ensure that all corporate governance requirements of the Company’s subsidiaries are met;
• Assist the Board secretary in relation to any advice and drafting in respect of corporate governance matters below board-level, such as management committee structures and terms of reference.
• Maintain and review on a regular basis on all companies board charters and policies.
• Maintain, review and update the AOA and MOA of the company subject to any amendments required by the business or to comply with any changes made in the commercial companies law.
• Ensure changes to the AOA and MOA are done through the right channels and are communicated to the shareholders.
• Obtain records of all CR’s of all companies, including all Opco’s articles of incorporation.
• Manage the renewal, update of all the Company’s CR in line with the Government requirements.
• Manage the CR’s of Beyon companies. Ensure that the CR’s are renewed annually and updated.
• Maintain and review on a regular basis all records, departmental documents, board materials and information.
• Maintain Board personal records (Personal information, Bank accounts, profile) and facilitate all board member requests (personal or work related).
• Act as a liaising officer for any ad hoc committees created by the Board and furnish them with all legal, logistical and overall needs in order to execute the job.
• Produce and prepare the induction pack and schedule induction sessions for the members.
• Prepare the Board appointment letters and obtain necessary approvals.
• Facilitate for company tours to newly appointed directors.
• Prepare and manage the process of Self-Assessment evaluation forms for the Board and its committees to be completed every year.
• Upload all Board papers on a secure portal for the board members to review the papers.
• Coordinate meeting dates and ensuring all Board papers are presented and uploaded on time.
• Maintain an archive of all previous board materials, resolutions and minutes for Beyon and all Opco’s.
• Coordinate and manage all Board committee meetings (EXCO, AUDIT and REMCOM) and or any other committee formed by the Board of directors (i.e., permanent, or Ad hoc committee)
• Organize and manage the preparation of the papers for AGM, EGM and the Board in order to meet submission deadlines.
• Liaise with regulators and obtain required approvals for AGM and EGM meeting invitations.
• Prepare meetings, send invitations, distribute shareholder packs and follow up on shareholder proxies with the Company registrar
• Publish relevant AGM/EGM agenda ads in newspapers
• Prepare and submit the Monthly for The Central Bank of Bahrain
• Prepare and submit the Quarterly for BSE (Bahrain Stock Exchange)
• Assist the Board Secretary in preparation of the Board Remuneration and Quarterly Board fees and expenses reports to be submitted to finance.
• Ongoing coordination with Regulators (CBB,MOIC,BHB) to obtain any approvals or seek their guidance.
• Ensure that the regulators are up to date to any important announcements made by the company, additionally responding to any queries they might have about certain news.
• Regularly update and notify the CBB, MOIC, BHB in regards to the board meeting dates and discussions.
• Ensuring publishing the quarter financials in the newspapers, and/or any other financial related announcements from the Board along with all the requirements specified by the regulators to be published.
• Deal with internal and external customers’ enquiries and issues in an efficient and confidential manner.
People
• Take ownership for attending the trainings as per the plan
• Take ownership for completing PMR process, employee engagement surveys
