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Manager - Secretarial (High Salary)

Thomas Cook India LimitedMumbai, Maharashtra, India

10 days ago

Job description

Please find the JD.

Role - Manager- Secretrial.

A.Running of the Board and Board Committees :

Ensuring the smooth running of the Board’s activities by helping the Chairman / Senior
Management to set agendas, preparing papers and presenting papers to the Board.
Advising on Board procedures and ensuring the Board follows them. Ensuring all
meetings are minuted and that the minutes accurately reflect the views of the Board.
Ensuring that all Board committees are properly constituted and provided with clear
terms of reference. Attending Board, committee meetings at the request of the Chairman
of the committee and taking minutes of such meetings.
To advise Chairman, non-executive Directors and executive Directors on points that may
concern them and assisting in managing diƯicult inter-personal issues on the Board.
To act as a primary point of contact and source of advice and guidance for Directors as
regards the Company and its activities in order to support the decision-making process.
This will apply particularly to non-executive Directors.
To act as an additional enquiring voice in relation to Board decisions which particularly
a Ưect the Company, drawing on his experience and knowledge of the practical aspects
of management including law, tax and business finance and to act as the ‘Conscience of
the Company’.

To induct new Directors into the business and give guidance on their roles and

responsibilities :

Corporate Governance and related matters

Keeping under close review all legislative, regulatory and corporate governance

developments that might aƯect the Company’s operations, and ensuring the Board is

fully briefed on these and that it has regard to them when taking decisions.

Ensuring that the concept of stakeholders is in the Board’s mind when important and

business decisions are being taken. In conjunction with the Chief Executive monitoring

developments on Corporate Social Responsibility and advising the Board in relation to its

policy and practices with regard to Corporate Social Responsibility and its reporting on

the matter.

Managing relations with investors, particularly institutional investors, with regard to

corporate governance issues and the Board’s practices in relation to corporate

governance.

Listing Rules and Regulatory Matters :

To ensure, where applicable, that the standards and / or disclosures required by the UK

Corporate Governance Code to the extant applicable as per SEBI Listing Regulations are

observed and, where required, reflected in the Annual Report of the company.

To ensure compliance with the continuing obligations of the Listing Rules e.g. ensuring

publications and dissemination of Report and Accounts and interim report within the

periods laid down in the Listing Rules; dissemination of Regulatory News

Announcements such as Trading Statements to the market; ensuring that proper

notification is made of Directors’ dealings and the acquisition of interest in the

Company’s incentive arrangements.

As regards oƯences under the laws applicable, ensuring that the Board is fully aware of

its responsibility to ensure that it does not mislead the market by putting out or allowing

the release of misleading information about its financial performance or trading

condition, or by omitting to state information which it should state, or by engaging in a

course of conduct which could amount to misleading the market.

Statutory Records :

Ensuring compliance with all statutory filings, , Annual Returns, filing of resolutions

adopted at Annual General Meetings / new Articles of Association and any other filings

required to be made with MCA.

Ensuring that the Company complies with its Memorandum and Articles of Association

and, drafting and incorporating amendments in accordance with correct procedures.

To ensure the correct implementation of proper authorized changes in the structure of

the Company’s share capital and Debt related information.

Implementing and administering directors’ and employees stock options schemes.

Ensuring that procedures are in place for the correct administration of subsidiary

companies and the maintenance of the Group’s structure. Annual Report and AGM

Co-ordinating the publication and distribution of the Company’s annual report and

accounts and interim statements, in consultation with the Company’s internal and

external advisers. Making arrangements for and managing the process of the Annual

General meeting and establishing, with the Board’s agreement, the items to be

considered at the AGM, including resolutions dealing with governance – type matters.

With the Company’s registrars ensuring that proxy forms are processed, and voting

carried out accurately. Registrars and Shareholder Communications etc.

In conjunction with the Company’s registrars to maintain the Company’s register of

members; dealing with transfers and other matters aƯecting shareholdings; dealing with

queries and requests from shareholders.

To oversee communications with shareholders including – arranging payment of

dividends and interest; issuing documentation regarding rights issues and capitalization

issues; maintaining good general shareholder relations; maintaining good relations with

institutional shareholders and their investment committees.

In conjunction with the Company’s brokers to monitor movements on the register of

members

1. Must have completed professional CS qualification

2. Minimul 3-4 years experience in a listed company post qualification

3. Experience of independently managing compliances related SEBI LODR, RBI, FEMA, ROC Filing, ESOPS, CSR etc

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High Salary Manager • Mumbai, Maharashtra, India