Manager, Corporate Governance at

4 weeks ago

Nairobi, Nairobi Area, Kenya Britam Full time
Britam is a leading diversified financial services group, listed on the Nairobi Securities Exchange.

The group has interests across the Eastern and Southern Africa region, with operations in Kenya, Uganda, Tanzania, Rwanda, South Sudan, Mozambique and Malawi.


Job Purpose:


This role supports the Group Company Secretary in providing Company Secretarial services to the subsidiaries and ensures that the subsidiaries Boards and Committees members receive the support and advice necessary for them to discharge their duties.

The role also ensures that Britam and all its entities strictly adhere to regulatory corporate governance requirements as well as best practices.


Key responsibilities:
Ensure compliance with Corporate Governance, Board charter, Memorandum & Articles of Association, and all Regulations and Legislation.

Liaison with the various regulatory agencies, including but not limited to the Capital Markets Authorities, Retirement Benefits Authorities & Insurance Regulatory Authorities.

Ensure that Board procedures are followed and reviewed regularly and that the Boards comply with the respective laws, rules, regulations, Articles of Association, and the Shareholders Agreements, amongst other constitutive governance documents.

Providing secretarial services to the subsidiaries Boards including ensuring that the Boards Work Plans are prepared and adhered to, circulating

Board papers in advance of meetings, keeping a record of attendance at meetings, and reporting to the Boards on the usage of the seal.

Attending Board meetings and preparing the Minutes of the subsidiaries Boards and ensuring that the same are circulated timeously.

Extracting resolutions and action items from Boards and Committees meetings and ensuring that these are circulated to the management teams promptly.

Manage, collate and prepare all documentation and communications required for general meetings.
Updating corporate registers and overseeing the audits of the subsidiaries registers and ownership structures.
Maintaining and updating the Boards and Committee Charters.
Coordinating the Governance Audit processes.
Monitor changes in relevant legislation and the regulatory environments and taking appropriate action.

Ensure that all annual returns and resolutions are filed as required by the Companies Acts in the various jurisdictions.

Assist in the maintenance of the statutory registers and other Company records of the subsidiaries.

Manage the service level agreements in relation to the share registrar to ensure satisfactory service and acting on the shareholder's instructions.

Assist in managing the service level agreements in relation to outsourced company secretarial services in the Region.

Assist in preparing the Annual Group Boards & Committees calendar for roll out in the entire Group and assist in the preparation of the meetings.

Assist the Company Secretary to prepare board papers.
Preparation of minutes and extracting of various approved resolutions.
Attend to administrative arrangements for the Annual General Meetings and any other shareholder meetings.
Maintaining and updating the register of Conflicts of Interest.
Provide monthly reports on all Company Secretarial matters.

Delegated Authority:
As per the approved Delegated Authority Matrix.

Key Performance Measures:
As described in your Personal Scorecard.

Requirements
Knowledge, experience and qualifications required

A Bachelor's Degree in Law or a related field of study from a recognized university and a postgraduate qualification in Law or business-related field.

An experienced certified Company Secretary with expert technical knowledge and experience gained within possibly a listed company of substantial size and complexity with international operations.

An advocate of the High Court of Kenya holding a valid practicing certificate with over 7 years post-admission experience.

Experience in regulatory or legal environments and contexts in highly regulated industries.
Detailed knowledge of Company law and proven corporate governance experience of Board and Committee meetings
Working experience in a corporate organization for 6-8 years in Company Secretarial functions or roles.

Technical and functional competencies:
Ability to discreetly handle sensitive and confidential information.
Strong organizational skills; ability to prioritize work and meet tight deadlines in a fast-paced environment.
Exceptional writing, analysis and presentation skills.
Advanced proficiency in MS Word, PowerPoint and Excel.
Excellent Records management.
Excellent Planning and organizational skills.

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