Head of Corporate Governance at Britam

Job Purpose and Key responsibilities

This role provides Company Secretarial services and ensures that the Board and Committee members receive the support and advice necessary for them to discharge their duties. The role also ensures that Britam and all its entities adhere to corporate governance requirements.

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 Authority, Retirement Benefits Authority & Insurance Regulatory Authority;
• Ensure that Board procedures are followed and reviewed regularly and that the Board complies with the law, rules, regulations, and the Articles;
• Providing secretarial services to the Board including ensuring that the Board Work Plan is prepared and adhered to, circulating Board papers in advance of meetings, keeping a record of attendance at meetings, and reporting to the Board on the usage of the seal;
• Ensuring that the Minutes of the Board and the Committees served by the Company Secretary are promptly prepared and circulated;
• Manage, collate and prepare all documentation and communications required for general meetings;
• Updating corporate registers and overseeing the audit of the company registers and ownership structures
• Maintaining and updating the Board and Committee Charters;
• Coordinating the Governance Audit process;
• Monitor changes in relevant legislation and the regulatory environment and taking appropriate action; 
• Assist the Company Secretary to ensure compliance and that all annual returns and resolutions are filed as required by the Companies Act in the various jurisdictions;
• Assist in the maintenance of the statutory registers and other Company records of 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 the outsourced company secretarial services in the Region;
• Assist in preparing the Annual Group Board & 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.
• Perform any other duties as may be assigned from time to time.

Key Performance Measures

• As described in your Personal Scorecard

 
Knowledge, experience and qualifications required

• A Bachelor’s Degree in Law or a related field of study from a recognized university. A postgraduate qualification in Law or business-related field is an advantage
• 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 6 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.