POSITION DESCRIPTION Company Secretary and General Counsel Reports To: Chief Executive Officer Direct Reports: NIL Date Prepared: March 2019
POSITION DESCRIPTION Company Secretary and General Counsel Reports to: Chief Executive Officer Direct Reports: NIL Date Prepared: March 2019
Purpose
The Company Secretary and General Counsel is the chief governance specialist in the organisation and the Board relies on this role to provide advice and implement good governance polices. The Company Secretary and General Counsel supports the effectiveness of the Board of Directors and Board Committees by monitoring and ensuring that Board policy and procedures are followed, and provides advice on the alignment between strategy, governance, legislation and policies. They are also responsible for ensuring quality and timely distribution of Board and Committee agendas and papers. As legal counsel, they provide legal advice to the Board of Directors and CEO. The appointment will be made by the Board of Directors. On a day to day basis this role reports directly to the CEO and is based at the Belrose Office but provides independent advice to the Chair and Board of Directors. As such, this role involves complex interaction between the Chair, Board Members, CEO and Executive leadership team.
Primary Objectives • Fulfil the legal obligations, duties and responsibilities as an officer of the company in the capacity of Company Secretary as required by the Corporations Act • Act as statutory corporate secretary with the legal obligations, duties and responsibilities as set out in the Corporations Act • Provide general in-house legal advice to the Chair, CEO, Executive and Board of Directors • Deliver all meeting papers/minutes as per scheduled dates and timeframes • Lead, advise and coordinate HWNS’ response to, and participation in any relevant Royal Commission.
Key Accountabilities Meetings & Minutes • Ensuring the agenda and Board papers are prepared and forwarded to Directors prior to the Board meeting via HWNS’ electronic Board portal (in conjunction with the Executive Officer) in good time and meeting standards of presentation and formatting • Recording, maintaining and distributing the minutes of all Board and Board Committee and Members meetings as required • Maintaining a complete set of Board papers at the registered offices • Preparing and distributing Notices of Meetings for all meetings of Members • Coordinating, preparing and attending all annual and extraordinary general meetings of the organisation.
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Governance Administration • Maintaining the Register of Related Party Transactions • Developing and coordinating review and approval of Governance Policies including Board charter • Maintaining a register of Governance Policies as approved by the Board • Maintaining, updating and ensuring that all Directors have an up-to-date copy of the Board Charter and associated governance documentation • Maintaining a complete list of the Delegations of Authority • Reporting at each Board meeting the documents executed in accordance with section 127 of the Corporations Act • Any other services the Chair or Board may require.
Compliance • Overseeing the company’s compliance program and ensuring all company legislative obligations are met • Ensuring all requirements of ASIC, ACNC, the ATO, ASQA and any other regulatory bodies are fully met • Ensuring that the registers of company trademarks and business names are kept up to date and renewals effected • Providing counsel on the interpretation and compliance of the Constitution and ensuring that it reflects modern contemporary practice • Providing counsel on corporate governance principles and Director liability • Providing or procuring advice for Directors regarding application of the Acts, company and association constitutions and other legal and regulatory requirements • Developing, implementing, communicating and maintaining compliance polices, processes and procedures • Ensure records of Members’ and Directors’ meetings are kept in compliance with the Acts and the organisation’s Constitutions.
Legal • Assisting with the preparation of legal documents such as service agreements, deeds etc. • Identifying and managing legal risks in contracts, operations and claims • Reviewing and assessing contracts, leasing documents and other legal documents to mitigate risk to organisation • Providing advice and support and reporting to the Board on legal and governance matters • Advising on business transactions, claims liability, advisability of prosecuting or defending lawsuits, or legal rights and obligations • Building and maintaining relationships with external lawyers as required.
Royal Commission • Advising on the strategy for managing the Royal Commission into Disability • Coordinating the process and compiling evidence as required • Advising on issues related to the appearance of HWNS staff or Directors at hearings • Working with Chief Marketing Officer to devise defensive PR as required
Other • Adhering to HWNS policies and procedures, specifically in relation to work, health and safety • Organising Board performance reviews. • Managing Director recruitment, induction and maintenance of a Director’s manual including
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preparation and execution of Directors’ Deed of Access and Indemnity. • Maintaining Directors’ personnel files and ensuring they are kept updated. • Co-ordinating with the Executive Officer to provide administrative support for the Chair and Directors as requested.
Key relationships
• Work effectively with the Chair, Board Members, Chief Executive Officer, Executive Leadership Team, Committee Members including independent Members, EA to CEO, Executive Officer, other relevant HWNS employees • Build relationships with external parties as required.
Knowledge, skills, experience and values required • A commitment to the Code of Conduct of HWNS • Significant experience as a Company Secretary • A Degree in Law and previous work experience in a legal environment • MAICD/GAICD preferable • A well-developed knowledge of governance compliance and procedures, including the management of Board and Committee records. • Excellent written communication skills to enable preparation of high-level briefings, minutes, reports and correspondence as required • Proven time management skills enabling the delivery of efficient and effective governance processes and support • Highly developed interpersonal skills to establish effective working relationships at a senior level • A proven ability to work with minimal supervision or direction, to show initiative and to anticipate and meet the needs of the Chair, Board Members and CEO in relation to governance processes • Ability to represent the Chair, Board, CEO and the company in a professional manner including in interactions with Board Members, the executive, leadership team, employees, external companies and their representatives, supporters and customers • Ability to set personal workload priorities, observe time constraints and plan and coordinate adherence to deadlines • Ability to advise and communicate on complex legal issues • Understanding of the Corporations Act and Australian Charities and Not-for-profits Commission Act 2012 as it relates to the company secretarial function • Advanced user computer literacy, capability in using office systems and technology • Willingness to work additional hours if required to complete tasks outlined in the PD.
Signed: ______Date: ______
Print Name: ______
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