Avis de recrutement: Officer, Company Secretariat
Mission/ Core purpose of the Job: (Short description)
To assist the Company Secretary in ensuring corporate compliance and governance; provision of an efficient and comprehensive secretarial and board/committee administration and governance mechanism and services to the board and group companies
Operational Delivery– Task Complexity -;
- Assist in directing the Corporate Secretarial function, including support to the Board of Directors and acting as liaison between senior management and the Board;
- Advising the Board of Directors particularly, independent non-executive directors on corporate governance;
- Developing, implementing and maintaining director’s obligations guidelines regarding compliance, corporate governance, business ethics issues and practice including regulatory requirements;
- Conduct research into legal and compliance/governance related issues and generate opinions thereon;
- Develop Position Papers on governance subjects and presentation thereof to management/board/committees;
- Presentation to management/board/committees on governance updates;
- Monitoring and advising on governance best practice and emerging trends with external law firms dealing with company secretarial functions;
- Arranging for meetings of the Board of Directors and Committees and keeping the minutes of such meetings;
- Attending to corporate notices and correspondence and conducting relations with the shareholders on matters concerning corporate policy and shareholders meetings;
- Ensuring the company complies with the provisions of its Memorandum of Incorporation;
- Provide guidance to staff regarding the appropriate implementation of the relevant laws, rules and standards through policies and procedures and other documents such as internal codes and practice guidelines;
- Promote a positive ethical and effective compliance culture throughout the MTN Cameroon;
- Ensuring that previous board decisions and policies are upheld and implemented; monitoring and addressing issues of non-compliance;
- Monitoring, addressing and maintaining capacity requirements; planning, delegating, monitoring and appraising performance and productivity; setting standards and goals; promoting team spirit, direct communication and sharing; managing and resolving conflict situations; disciplining staff and managing grievance procedures;
- Recognizing and rewarding the consistent adoption and reflection of MTN values and best practice;
- Arranging and facilitating corporate governance workshops and updates; providing coaching and facilitating workshops as required;
- Maintaining confidentiality of security documents and agreement;
- Updating own organizational and market related knowledge; monitoring and evaluating own work progress; developing individual competencies as required; ensuring own performance reviews are completed and recommendations actioned; ensuring that the organizational vision and values are reflected in own job outcomes.
- Ensure preparation, agreeing and management of the annual calendar of Board business with the Chairman and Chief Executive Officer;
- Preparing and agreeing agendas for Board meetings
- Ensuring Board papers are fit for purpose and distributed in a timely manner
- Manage Board induction and Board evaluation,
- Manage Board Charter and Committee Term of Reference.
- Manage the board conflict of interest at board meetings and committee meetings
- Ensuring the Board is informed of all appropriate matters As per business plan
- Ensuring in conjunction with the Chairman that the Board comply with relevant Corporate Governance provisions,
- Maintaining the Company’s Corporate Governance Guidelines, including the Charters
- Advising the Chairman on Board and Board Committee Composition,
- Managing the Non-Executive Director recruitment process in accordance with relevant policies
- Advising on Director training requirements and managing the delivery of such training
- Assisting the Chairman in ensuring a highly effective Board, including managing the Board, Board Committee and Director Evaluation process
- Ensuring in conjunction with the Chairman that Non-Executive Directors are informed of material developments outside of Board meetings as appropriate
- Preparing and agreeing the annual calendar of Board Committee business with the Committee Chairman and key stakeholders (e.g. Chief Executive)
- Managing the annual calendar of Board Committee business
- Preparing and agreeing agendas for Board Committee meetings
- Ensuring Board Committee papers are fit for purpose
- Ensuring the Board Committees are informed of all appropriate matters
- Ensure, in conjunction with the General Manager Commercial Legal , compliance with all relevant statutory and regulatory matters,
- Organizing and ensuring the smooth running of the Annual General Meeting and any other General Meetings.
- Compliance with the Group Securities Dealing & Insider Trading Policies.
- Compliance and Risk Management with the relevant Corporate Governance provisions.
- Compilation of AGM Notice (incl. all ordinary/special resolutions) in accordance with the requirements of the Companies Act.
- Maintaining the MTNC’s database of statutory information on all subsidiaries
- Ensuring all subsidiaries comply with their relevant statutory and regulatory obligations
- Assist CEO with implementation of optimal operational governance.
- Ensure ethical and effective leadership,
- Ensure effective governance processes aligned to the group where applicable,
- Monitor implementation of policies together with Risk and compliance as it relates to subsidiary of a Listed entity,
- Ensure that Opco establish effective training programs on governance practices,
- Monitor compliance with Group DoA, Opco DoA, shareholder agreements,
- Implement Governance template framework as directed by the Group Secretariat.
- Manage with risk and compliance disclosure of conflict of interests, assessment thereof and provide remedial solutions to deal with conflict.
3 years university Degree in Law/Company Secretarial or related
Relevant postgraduate qualification will be an advantage (e.g. Higher Diploma in Company Law, CIS Fellowship, Masters, etc.).
Language: Written and spoken English is mandatory and French is required.
- Minimum of 3 years’ experience in company legal, secretarial functions associated with a company, with experience in supervising/managing others;
- Experience working in a medium to large organization;
- Experience as a Company Secretary or Governance management of a substantial institution is advantageous;
- Respect for and identification with the company’s mission, culture and values
- Administrative work experience
- Training in company secretarial or governance management
- ICSA qualification could be an advantageous