- Responsible for documenting the company’s Board meetings, manages the disclosure register of the Board and the Executive Management.
- Ensures the integrity of the governance framework, responsible for the efficient administration of a company, ensures compliance with statutory and regulatory requirements and implements decisions made by the Board of Directors.
- As well as the management of people to create the appropriate cultures to enable the corporate governance structures, policies, and procedures to work effectively.
- The Board Secretary Acts as a “bridge” for information, communication, advice, and arbitration between the board and management and the organization and its stakeholders, including its shareholders.
• Prepares for Board Meetings, in terms of dates, venue, attendees, agenda, required documents, pre-read and meeting briefings, resolutions and other requirements per the Board Charter and Corporate Governance Manual. Documents the Board's meetings, prepares minutes, records resolutions and voting results, and retains them in a special and organized register. Notifies management and relevant personnel of decisions made at the meeting that affect them. Complies with any filings required by regulators.
Delegation of Authority:
• Establishes clearly defined delegation policies and advises the board on matters relating to the delegation of authority such as separating the roles of Chairman and CEO, the CEO delegating his authority, appointment of authorized representatives, drafting powers of attorney, and delegating to committees as per the Board Charter and Corporate Governance Manual.
Board Composition & Succession Planning:
• Supports the Compensation and Nomination Committee on the size and composition of the board, the selection and appointment of directors as per the Board Charter and Corporate Governance Manual.
Supports the Compensation and Nomination Committee with developing a succession plan that Identifies board capability gaps and creates a board composition matrix, considering what needs the board may have in terms of skills and diversity.
Role with Directors:
• Drafts, implements, advises the board and enforces a policy on related-party transactions (RPTs). Sets a policy and process for dealing with actual or potential conflicts of interests of board directors.
• Supports the Compensation and Nomination Committee and its Secretary in facilitating the evaluations effectively either through coordination or through independent or joint facilitation of the evaluation process, and coordinates with the Compensation and Nomination Committee the remedial actions.
Ensures that a reference to the evaluations is included in the corporate governance statement in the
organization’s annual report.
Individual Board Directors Evaluation:
• Assists the Chairman by organizing the evaluation of individual members of the board. Assessing them on their managerial roles and as part of a team. Uses the output to develop directors training programs, and assists the Chairman in deciding who should stand for reelection or retire from the board.
• Prompts the lead board member or senior independent director to begin the evaluation of the Chairman.
Advises on the evaluation process and on the criteria used to assess the Chairman. Assists the Chairman with any actions resulting from the evaluation.
• Assists the CEO and/or the HR department in the development of the job description and key
performance indicators (KPIs) for the CEO. Ensures that the CEO is clear on the expectations of the board.
Enables the board to monitor the performance of the CEO against the KPIs that have been set.
Strong management skills
Bachelors or higher
Arabic Native + Strong English language