Company Secretary

1. JOB PURPOSE:

To deliver essential services to ensure the well-being of Khazna Holding and its subsidiaries (each a Group Company) in terms of its compliance with corporate governance requirements and to maintain its good standing in associated matters.

2. KEY ACCOUNTABILITIES:

Description

Strategy Development and Implementation

Develop and direct the implementation of the function's strategy ensuring alignment to divisional strategy, Khazna's vision, mission and corporate objectives.

Ensure the provision of subject matter expertise for the assigned domain and provide counsel to Khazna leadership on all related areas to facilitate the achievement of Khazna's strategy and divisional strategies.

Leadership

Manage the effective achievement of function objectives through effective leadership and by setting of individual objectives.

Lead any talent development initiatives for the assigned function, collaborating with discipline experts and thereby ensure the availability of talent to fit business requirements.

Corporate Secretarial and Governance Duties

To assist and guide the Board of a Group Company generally, and its Chairman, in their pursuit of the Group Company's objectives.

1. To provide administrative assistance to the Chairman of the Group Company and secretarial services to the Board members, ensuring that all necessary information and documents as well as coordination with external/internal parties are efficiently arranged in accordance with the established timeframes.
2. To coordinate the Board and its Committees meetings for the operation of the Group Company's formal decision making and reporting machinery.
3. To facilitate the acquisition and dissemination of information to all Board and Board Committee members so that they can maximize their ability to contribute to Board meetings, discussion, etc.
4. To ensure that meetings and resolutions of the Board and Board Committees are properly held and passed in accordance with the constitutional documents of the Group Company.
5. To prepare (including documenting discussions and deliberations) and maintain the Board and Committees minutes of meeting and ensure their quality is to the Board standard.
6. To submit drafts of minutes of the meetings of the Board or Committee to the Board members or Committee members (as applicable) to express their opinion prior to signing them.
7. To ensure good information flow within the Board and its Committees and Senior Management.
8. To raise matters which may warrant the attention of the Board, through the Chairman of the Board or Board Committee.
9. To ensure that the procedure for the nomination, appointment and termination of directors is properly carried out.

To provide comprehensive practical support and guidance to the directors, both as individuals and as a collective.

To ensure that the Group Company complies with its constitutional documents and the Corporate Governance Manual and remains in good standing in the market where it becomes listed.

To file information with the governmental department, where required, in a timely manner.

To ensure the Group Company remains in good standing in the jurisdiction in which it is incorporated.

To be available to provide a central source of guidance within the Group Company on matters of Corporate Secretarial work.

To provide support to Chairman and Board in the preparation of the Directors report for the annual report.

To maintain the Group Company's register of members and record in it any dealings with transfers and other matters affecting the shareholders.

To manage the minutes books.

To prepare (including documenting discussions and deliberations) and maintain the General Meetings minutes of meeting and ensure their quality is to the required standard. To communicate with the shareholders on the same.

Other Responsibilities

1. The Company Secretary is accountable to the Chairman but reports to the Board and works closely with the General Counsel.
2. Detailed duties are also reflected in the constitutional documents of a Group Company and the Committees Charters.

Budgeting and Financial Performance

Recommend the function budget and monitor financial performance versus the budget so that the business is aware of anticipated costs/revenues, areas of unsatisfactory performance are identified, and potential areas of cost reduction or performance improvement opportunities are capitalised upon.

Policies, Systems, Processes & Procedures

Lead the implementation of function policies, systems, processes, procedures, and controls so that all relevant requirements are fulfilled while delivering a quality, cost-effective service in a consistent manner.

Change Management

Lead the management of change through continuous improvement of function systems, processes and practices taking into account global standards and changes in the business environment which demand proactive action plans.

Reporting

Ensure that all function reports/documentation are prepared timely and accurately and meet Khazna requirements, policies, and quality standards.

Related Assignments

The job holder may be required to undertake additional duties, which may be reasonably expected and forms part of the function of the job.

3. COMMUNICATIONS & WORKING RELATIONSHIPS:

Internal

Khazna Management

All departments

Shareholders

External

Government Representatives

Legal Consultants

Law Firms

Partners

4. Context, Work environment & DECISION-MAKING AUTHORITY:

The job holder is required to foresee and meet current and potential challenges presented by rapid operational and staff growth in creating and implementing effective human resources strategy.

The job holder exercises financial authority as per the level established by Khazna management and stipulated in the authority matrix.

Key decisions having significant impact on the department are referred to General Counsel for approval before implementation.

5. QUALIFICATIONS, EXPERIENCE, & SKILLS:

Minimum Qualifications:

Degree in Law.

Top leadership/management experience with relevant compliance and legal understanding.

Certification in corporate secretary work and governance is desirable, including Chartered Secretary status, certificates offered by reputable organizations, and on the job training in similar roles.

Associate or full membership of a relevant Professional Association.

Minimum Experience:

6+ years of extensive experience in similar role.

Strong proficiency in written and spoken English.

Industry experience is desirable.

Job-Specific Skills (Generic / Technical):

Strong time management skills, sense of ethics, interpersonal skills, analytical mind with ability to think diversely and understand the big picture.

Strong skills with MS Office, Outlook, and PowerPoint.

6. COMPETENCIES:

• To act with integrity and independence to protect the interests of the Group Company, their shareholders and other stakeholders.
• Proactive attitude, dynamic with strong attitude, master of technical knowledge and very strong adherence to compliance.
• High in core technical competence in his/her area, the Company Secretary must have strong influencing skill, and people management to collaborate with multiple departments and stakeholders.
• In depth knowledge of the legal, regulatory and administrative framework for UAE.
• Ability to liaise effectively on a variety of subjects and to communicate with a range of people, from the Chairman and Directors to shareholders, staff and other stakeholders.
• Independence and maturity to deal with high level corporate issues, conflict of interest, confidential data, senior management issues, etc.
• Demonstrated experience in providing critical input and familiarity with database functionality and operation.
• Strong interpersonal skills and ability to interact and communicate effectively, specifically:
• Ability to present ideas and information in a clear and concise manner; and
• Ability to interact effectively and develop positive professional working relationships with team members and other relevant stakeholders.