Board Affairs & Corporate Governance Manager

The job role reports directly to the Head of Legal, Corporate Governance & Board Affairs, and is responsible for managing, coordinating and recording internal communication, meetings and events between the Bank, the Board and the Board Committees, covering board meeting administration, its governance, and providing assistance to the Head of Legal, Corporate Governance & Board Affairs regarding the Bank’s compliance with its corporate governance requirements.

Board Secretary Assistance

• Organise Board and Board Committee meetings and plan with the Bank’s management team and to thereafter provide the agenda for Board and Committee meetings, manage the meetings, and ensure that quorum is achieved in accordance with the Bank's Articles and applicable laws.
• Manage and maintain a register of director’ interests and ensure the proper handling of potential conflicts of interest in accordance with applicable laws, regulations and applicable governance guidelines.
• Ensure that management is informed and understands Board and Committee decisions and follow up on action points.
• Conduct and maintain records of all meeting minutes, reports submitted to the Board, and general Board correspondence.
• Provide draft minutes for the Board, obtain input internally, and ensure that all minutes are signed.
• Register and maintain a record of all Board resolutions and voting results. Create an annual agenda for the Board and its Committees, ensuring compliance with the Company's bylaws and regulations. Creating such an agenda will require co-ordination and alignment with various management in the Bank such as the CEO, Human Resources, Investor Relations, Finance, Legal & Corporate Governance, Risk and Compliance, Internal Audit, and the Board Chair to set the agenda.
• Manage activities related to Board meetings: Planning, preparing, and notifying Board Members, and maintaining the meeting minutes.
• Manage and coordinate the process for all general assembly/shareholders meetings of the Company. Maintain a record of all meeting minutes and follow up on all required filings, disclosures, and approvals in coordination with the Head of Legal & Corporate Governance and the Company's external communication team.
• Provide regular and structured review of governance documents, policies, processes, and terms of reference to the necessary stakeholders.
• Ensure that the Board is operating in full compliance with regulations from all governing authorities.
• Regulate the disclosure record of the Board and the Company in accordance with the provisions stipulated in the applicable legislation and relevant guides.
• Assist in induction of new Board members.
• Manage the secretariat budget, including Board remuneration fees, reimbursements, etc., ensuring that necessary sign offs are in place.
• Retain copies of the Bank's by laws and the Board's policy statements and update them as appropriate.
• Serve as one of the main points of contact with regulatory authorities regarding all Company requests. Coordinate with the Board Member assistants, Head of Legal & Corporate Governance, and external communication teams on all disclosures to regulatory authorities as required.
• Assist in the design and content of the annual report, particularly in the areas of the operation and governance of the Board.
• Monitoring legislation by staying updated on changes in law and regulations that impact the Board and make necessary amendments to Board policies or practices.
• Support with performance assessments and training programs for the Board members either performed internally / external vendors.
• Support to the Head of Legal, Corporate Governance & Board Affairs.
• Policy Development: Assist in the drafting, review, and updating of internal governance policies in collaboration with the Head of Legal, Corporate Governance & Board Affairs.

Corporate Governance:

• Assist the Head of Legal and Corporate Governance to ensure the Banks compliance all its corporate governance requirements.
• Ad hoc Corporate Governance Assistance: Provide administrative support for corporate governance matters as needed, included reviewing of corporate governance related contracts, agreements, or other documents.
• Work closely with the Head of Legal & Corporate Governance to ensure that the Bank’s corporate governance requirements are integrated into the administration of the Board.
• Governance reporting: provide regular updates to the Head of Legal and Corporate Governance on Board activities, governance issues, and any upcoming deadlines or compliance matters that are related to the Bank’s corporate governance requirements.