Corporate Governance

Terms of Reference for the Board Secretary

• A. Mission

  Board Secretary plays an important role to creating a culture of good practice and performs duties and responsibilities with the highest integrity and independence in protecting the interests of the company, its shareholders, and other stakeholders with legitimate interest in the organization’s affairs.

   

  The Board Secretary primarily supports the Chairman of the organization; provide professional guidance to shareholders, boards, individual directors, management, and other stakeholders on the governance aspects of strategic decisions; acts as bridge for information, communication, and advice,; creates and manages relationships between these groups in the corporate governance system.

• B. Responsibilities

  1. Ensuring that the Board has the resources to fulfill its fiduciary duties to a company's shareholders.
  2. Preparing the agenda and minutes of board actions during board and committee meetings to reflect the board's proper discharge of its fiduciary duties.
  3. Serving as a key consultant to the board of directors and to the executive management team.
  4. Ensure that the corporate governance framework for the company is properly designed, implemented, and maintained.
  5. Legal entity governance management.
  6. Engaging with and being the liaison for third-party corporate governance service providers.
  7. In charge with company's governance program and process development and enhancement.
  8. Ensure board director training and development.
  9. Collaborate with executive team.
  10. Keeper of corporate documents.

• C. Qualities, Skills, and Knowledge

  I. Must be a full-time employee of the company

  II. Multitasking Skills

  III. Legal and legislative Knowledge

  IV. Organizational knowledge

  V. Planning Skills

  VI. Detailed Oriented

  VII. Effective communicator

  VIII. Practice Sound Judgement

• E. Accountability

  The Board Secretary is an employee of the company who reports operationally to the Board Chair and is also accountable to the Board of Directors.

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