JOB SUMMARY

The position of Company Secretary exists for the purpose of ensuring that Board procedures are followed, and that all applicable laws, rules and regulations and other relevant statements of best practice are complied with.

The position supports the Board of Directors and Board Committees in implementation of the Board decisions through effective circulation of agendas, arrangement of working papers for action points, recording, communication and follow-up with relevant stakeholders, and progress reporting. The position is also responsible to ensure compliance with the applicable corporate laws, statutory requirements and other prevailing laws. In addition, the position deals with all matters pertaining to the shareholders as well as publication and circulation of company’s quarterly and annual accounts and reports.

JOB RESPONSIBILITIES

• Ensure satisfactory arrangements at meetings of the Board of Directors (BoD) including notices, agendas, minutes and Company Secretariat matters.
Prepare and circulate meeting agenda to the Board members as well as members of the Board Committees.
• Prepare and circulate minutes of meetings of the Board and its Committees, along with the action points and recommendations.
Communicate decisions of the Board of Directors to the relevant departments and officers for implementation.
• Maintain a follow up with the departments concerned on the required actions to implement Board decisions.
Seek a written response from the departments and maintain a record for future reporting. Ensure that the working papers from the departments are in the defined format and are approved by the Chief Executive prior to dispatch to the Board / Committee members.
• Consolidate the implementation status of the Board decisions and matters arising from the previous meetings of the Board and its Committees.
• Ensure that the record of the minutes of the meetings and relevant notes is maintained in safe custody and make them available when required.
• Prepare “Resolution by Circulation” for any urgent issue(s) to seek Board approval.
• Maintain the attendance register of the Board and its Committees’ meetings.
• Maintain Compliance Register to ensure that the board meetings adhere to the relevant rules and regulations including Companies Act 2017, Securities Act 2015, Public Sector Companies (Corporate Governance) Rules 2013, Listed Companies (Code of Corporate Governance) Regulations 2019, and Stock Exchange Regulations.
• Maintain records of correspondence, circulars, orders and directions issued by the Chairman of the Board of Directors.
• Ensure that forms and registers are maintained as required under the applicable laws and regulations.
These include register of debenture holders, register of directors and other officers, register of directors' shareholdings etc.
• Arrange meetings of the Board committees, compiling agendas, issuing notices, maintaining minutes and following up on decisions taken at meetings.
• Finalize the write up of the Annual Report in coordination with the Corporate Communications Department.
• Plan the administrative and logistic arrangements, publication in the media/press, and availability of working documents required to conduct Annual General Meetings (AGMs) and Extra Ordinary General Meetings (EOGMs).
• Prepare compliance statements and undertake statutory filing of Form 26, Form 28, Form 29, etc.
• Implement and ensure compliance with conflict of interest provisions of the Companies Act and Securities Act.
• Organize preparation, printing, publishing and dissemination of corporate profiles for annual and quarterly reports.
• Maintain a close liaison with the Central Depository Company (CDC) and provide the necessary information required for transfer and transmission of shares.
• Ensure effective discharge of activities related to shares, shares transfers, rights and bonus issues, dividends etc.
and ensuring that the requirements of the regulatory bodies and governing bodies are effectively complied with.
• Ensure that CDC maintains specified registers and records e.
g. transfer of shares, register of mortgages.
• Ensure sharia compliance of Certificate of Leasing in collaboration with CDC.
• Revalidate dividends, warrants, stock consolidation, splitting and issuance of duplicate shares.
• Report the pattern of shareholding to the Ministry of Finance as per their requirements.
• Report unclaimed dividends / undelivered shares to SECP.
• Report and file annual/periodic Free?Float shares / certificates with the Stock Exchange.
• Perform dividend reconciliation exercise in accordance with the company policies.
• Liaise with the external auditors and Government auditors to provide the required data or information necessary for audit purposes.
• Lead the activities/process to change signing authority with the change in SSGC’s Managing Director and undertake any other task as assigned by the board.
• Ensure that the department in his/her domain is complying with the risk management framework.
• Ensure that the department personnel are actively involved in risk management activities across the organization.
• Ensure that key risks are identified, reported, recorded and managed in a timely manner for the respective department.
• Ensure nomination of risk champions with suitable knowledge of processes.
• Timely transfer of risk champion’s responsibilities to relevant personnel upon any change in department structure.
• Undertake any other task assigned by the immediate supervisor.