Company Secretary

Oversight of all matters related to Corporate Governance

Technical/Professional Responsibilities:

• Maintains all of the Public Body’s governing records and ensures all legal filling requirements are met.
• Provides custodial services of the Public Body’s seal book and corporate seal and apply to documents as required.
• Issuing of notices and preparation of meeting agenda
• Prepare, organize, and maintain records of Board and committee meetings.
• Document and issue board decisions and directives in a timely manner.
• Provides on-going Support to the directors.
• Coordinate orientation of new directors and continual professional development of all directors.
• Monitor and report to the BOD periodically on the alignment of the Public Body’s Code of Conduct and Ethics, Board charter, Committee, and other terms of reference to:

• the Companies Act,
• the Corporate Governance Framework for Public Bodies,
• Public Bodies Management and accountability Act
• Financial Administration and Audit Act
• The MOFPS Enterprise Risk Management Framework
• International best practices

• Coordinate and attend meetings of the Board and its committees, accurately record minutes, produce, and maintain minutes and ensure timely distribution to the members of the respective Committees.
• Organize the preparation of sub-Committee reports for Board meetings. Leads the development of a standard reporting format for all Committees to the Board - Finance and Information, Committee, Strategic Planning & Human Resource Committee, Planning & Projects Committee, Rhyne Park Joint Venture Committee, Shooters Hill Joint Venture Committee and Catherine Estate Joint Venture Committee
• Coordinate the annual performance evaluation process for the Board of Directors and its Committees.
• Ensures that all statutory fees are honoured within the stipulated timeframes.

• Responds to verbal and written queries regarding the status of statutory records.

• Manage the preparation of Board and committee notices and agendas.
• Arrange all physical arrangements for meeting and address all housekeeping matters.
• Maintain appropriate meeting attendance records.
• Coordinate the payment of fees to directors and ensure proper payment records are maintained; ensure all payments made are in line with government requirements.
• Plan and organize annual general meeting in conjunction with the BOD and MD.
• Carry out individual projects as assigned by the Board of directors or Board committees.

• Maintain regular communication with the Chairperson of the Board and provide advice as necessary.
• Draft Ministry Papers and briefs as directed by the Board of Directors.
• Prepares extracts of decisions/actions arising from meetings and communicates same to executive managers and other responsible officers.

• Ensures the filing of annual returns, notices of appointment, removal and resignation of directors and the secretary; removal or resignation of the auditors, change of registered office; resolutions, share allotments, financial statements and any other document required to be filed in accordance with the Companies Act.
• Develops, implements, and maintains policies and procedures to guide the operations of the Agency with respect to governance and board matters.

• Ensures that records filed with the Companies Office of Jamaica are placed on the Public Register

• Leads the development and implementation of the Secretariat’s operational plan and budget, ensuring consistency with the strategic objectives of the HAJL; monitors and ensures expenditure of the Department is within approved budget allocation and initiates/recommends corrective action where necessary to minimize budget overrun.
• Performs any other duty assigned that is consistent with the nature and function of the job.

Other:

• Perform other professionally assigned duties that maybe assigned by the Managing Director and/or the Board of Directors from time to time.
• Participate in the Agency’s Committees (where necessary)
• Adhere to and administer the Agency’s rules and regulations.

 Minimum Required Qualification and Experience

• An undergraduate degree in Business Administration or equivalent specialized training
• Chartered Secretary or equivalent specialized training
• Proficiency in MS Office Applications or equivalent specialized training
• Knowledge of corporate governance standards
• Expert people management skills
• Ability to effectively plan, organize and manage meetings and attendant logistics.
• Be able to translate concepts into actions and results.
• Excellent oral & written communication and presentation skills
• Be an effective trouble shooter and problem solver.
• Excellent Knowledge of the PBMA & FAA
• Sound knowledge of meeting protocols and applicable laws

• At least 3 years’ experience as a Company Secretary