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 di?icult 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 ?ect 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 matters
- Keeping under close review all legislative, regulatory and corporate governance
- developments that might a?ect the Company's operations, and ensuring the Board is
- fully 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 and
- business decisions are being taken. In conjunction with the Chief Executive monitoring
- developments on Corporate Social Responsibility and advising the Board in relation to its
- policy and practices with regard to Corporate Social Responsibility and its reporting on
- the matter.
- Managing relations with investors, particularly institutional investors, with regard to
- corporate governance issues and the Board's practices in relation to corporate
- governance.
Listing Rules and Regulatory Matters:
- To ensure, where applicable, that the standards and / or disclosures required by the UK
- Corporate Governance Code to the extant applicable as per SEBI Listing Regulations are
- observed and, where required, reflected in the Annual Report of the company.
- To ensure compliance with the continuing obligations of the Listing Rules e.g. ensuring
- publications and dissemination of Report and Accounts and interim report within the
- periods laid down in the Listing Rules; dissemination of Regulatory News
- Announcements such as Trading Statements to the market; ensuring that proper
- notification is made of Directors dealings and the acquisition of interest in the
- Company's incentive arrangements.
- As regards o?ences under the laws applicable, ensuring that the Board is fully aware of
- its responsibility to ensure that it does not mislead the market by putting out or allowing
- the release of misleading information about its financial performance or trading
- condition, or by omitting to state information which it should state, or by engaging in a
- course of conduct which could amount to misleading the market.
Statutory Records:
- Ensuring compliance with all statutory filings, , Annual Returns, filing of resolutions
- adopted at Annual General Meetings / new Articles of Association and any other filings
- required to be made with MCA.
- Ensuring that the Company complies with its Memorandum and Articles of Association
- and, drafting and incorporating amendments in accordance with correct procedures.
- To ensure the correct implementation of proper authorized changes in the structure of
- the 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 subsidiary
- companies and the maintenance of the Group's structure. Annual Report and AGM
- Co-ordinating the publication and distribution of the Company's annual report and
- accounts and interim statements, in consultation with the Company's internal and
- external advisers. Making arrangements for and managing the process of the Annual
- General meeting and establishing, with the Board's agreement, the items to be
- considered at the AGM, including resolutions dealing with governance type matters.
- With the Company's registrars ensuring that proxy forms are processed, and voting
- carried out accurately. Registrars and Shareholder Communications etc.
- In conjunction with the Company's registrars to maintain the Company's register of
- members; dealing with transfers and other matters a?ecting shareholdings; dealing with
- queries and requests from shareholders.
- To oversee communications with shareholders including arranging payment of
- dividends and interest; issuing documentation regarding rights issues and capitalization
- issues; maintaining good general shareholder relations; maintaining good relations with
- institutional shareholders and their investment committees.
- In conjunction with the Company's brokers to monitor movements on the register of
- members
1. 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
