Specialist Corporate Governance

General Summary

The Corporate Governance Specialist develops and implements governance frameworks, manages delegation of authority, supports governance committees, and ensures board operations run efficiently. They oversee policy compliance, maintain accurate records, and advise on best practices. The role ensures alignment with legal requirements and industry trends, promoting transparency, ethical operations, and organizational excellence.

Essential Duties and Responsibilities (Key Accountabilities)

1. Delegation of Authority
   • Develop and implement delegation of authority frameworks within the organization.
   • Review and ensure proper delegation of authority to individuals and committees, aligned with legal and regulatory requirements.
   • Monitor and update the delegation of authority to reflect the organization’s governance structure and operational needs.
   • Provide guidance and training to management and employees on the practical application of the delegation of authority.
2. Committee Management
   • Coordinate the formation and management of key governance committees (e.g., Audit, Risk, and Compliance Committees).
   • Develop, update, and maintain Terms of Reference (ToRs) for all board and management committees, ensuring they are aligned with best governance practices.
3. Board Governance
   • Support the board of directors in implementing effective governance practices.
   • Organize board meetings, prepare agendas, and distribute board materials in a timely manner.
   • Maintain accurate records of board minutes, decisions, and resolutions.
   • Advise the board on governance-related matters, regulatory requirements, and best practices.
   • Assist in board member orientation and training and help evaluate board effectiveness for continuous improvement.
4. Board Secretariat Assistance
   • Assist the company secretary or act as the board secretariat, ensuring adherence to proper governance procedures.
   • Draft board meeting materials, resolutions, and other relevant governance documents.
   • Ensure all legal requirements and reporting deadlines are met.
   • Maintain up-to-date and accurate records of board and committee meetings, including attendance and voting records.
   • Liaise with external legal counsel as needed to ensure compliance with corporate law and governance regulations.
5. Policy & Procedures Review
   • Regularly review and update corporate governance policies and procedures to ensure compliance with legal requirements and best practices.
   • Develop and maintain governance policies, including the code of conduct, conflict of interest policies, and whistleblowing guidelines.
   • Collaborate with legal, compliance, and audit teams to ensure the effective implementation of governance policies.
   • Conduct periodic assessments of governance policies to identify areas for improvement and ensure alignment with emerging regulatory trends.

Additional Duties and Responsibilities

Knowledge, Skills and/or Abilities (attributes) required

To perform this job successfully, an individual must be able to perform each duty satisfactorily. The requirements listed below are representative of the knowledge, skills, and abilities required.