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 mattersKeeping under close review all legislative, regulatory and corporate governancedevelopments that might aƯect the Company’s operations, and ensuring the Board isfully 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 andbusiness decisions are being taken. In conjunction with the Chief Executive monitoringdevelopments on Corporate Social Responsibility and advising the Board in relation to itspolicy and practices with regard to Corporate Social Responsibility and its reporting onthe matter.Managing relations with investors, particularly institutional investors, with regard tocorporate governance issues and the Board’s practices in relation to corporategovernance.Listing Rules and Regulatory Matters :
To ensure, where applicable, that the standards and / or disclosures required by the UKCorporate Governance Code to the extant applicable as per SEBI Listing Regulations areobserved and, where required, reflected in the Annual Report of the company.To ensure compliance with the continuing obligations of the Listing Rules e.g. ensuringpublications and dissemination of Report and Accounts and interim report within theperiods laid down in the Listing Rules; dissemination of Regulatory NewsAnnouncements such as Trading Statements to the market; ensuring that propernotification is made of Directors’ dealings and the acquisition of interest in theCompany’s incentive arrangements.As regards oƯences under the laws applicable, ensuring that the Board is fully aware ofits responsibility to ensure that it does not mislead the market by putting out or allowingthe release of misleading information about its financial performance or tradingcondition, or by omitting to state information which it should state, or by engaging in acourse of conduct which could amount to misleading the market.Statutory Records :
Ensuring compliance with all statutory filings, , Annual Returns, filing of resolutionsadopted at Annual General Meetings / new Articles of Association and any other filingsrequired to be made with MCA.Ensuring that the Company complies with its Memorandum and Articles of Associationand, drafting and incorporating amendments in accordance with correct procedures.To ensure the correct implementation of proper authorized changes in the structure ofthe 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 subsidiarycompanies and the maintenance of the Group’s structure. Annual Report and AGMCo-ordinating the publication and distribution of the Company’s annual report andaccounts and interim statements, in consultation with the Company’s internal andexternal advisers. Making arrangements for and managing the process of the AnnualGeneral meeting and establishing, with the Board’s agreement, the items to beconsidered at the AGM, including resolutions dealing with governance – type matters.With the Company’s registrars ensuring that proxy forms are processed, and votingcarried out accurately. Registrars and Shareholder Communications etc.In conjunction with the Company’s registrars to maintain the Company’s register ofmembers; dealing with transfers and other matters aƯecting shareholdings; dealing withqueries and requests from shareholders.To oversee communications with shareholders including – arranging payment ofdividends and interest; issuing documentation regarding rights issues and capitalizationissues; maintaining good general shareholder relations; maintaining good relations withinstitutional shareholders and their investment committees.In conjunction with the Company’s brokers to monitor movements on the register ofmembers1. 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