Manager, Group Corporate Secretarial

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Job Description:

Responsibilities

• Oversee the corporate secretarial work and regulatory compliance of GD Guthrie Group of companies. Manage and attend meetings of subsidiary/associate companies or any other meetings, as required, and prepare the minutes of the meetings and follow-up action.
• Responsible for organising Board, Board committee and Management meetings including preparation of pre and post meeting documents, drafting of Board papers in relation to Group Corporate Secretarial and preparation of the minutes of the meeting and taking follow-up action.
• Provide consultation and advice pertaining to technical compliance to the Companies Act 2016, Malaysian Code on Corporate Governance, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia), and any other relevant regulations to the operating units and other departments
• Provide consultation and advice to the operating units and other departments on governance and compliance matters such as Group Policies and Authorities, general authority to sign agreements and any other relevant policies and guidelines.
• Provide advice on governance process in the submission of Board papers for tabling at the Board, Board Committee and Management meetings
• Liaise with Bursa Malaysia on issues pertaining the listing requirements, guidelines and consultation papers and draft the necessary correspondences/papers.
• Review and ensure that announcements to Bursa Malaysia complies with the Bursa Corporate Disclosure policy and listing requirements.
• Coordinate with the Share Registrar so as to ensure that the reports or records of depositors/ shareholders are provided in a timely manner
• Coordinate the preparation and timely issuance of Monthly and Quarterly Reports. This includes reviewing and providing guidance on the periodical reports issued by the Group Corporate Secretarial Department such as Corporate Chart, List of Related Parties and update on Regulatory Compliance etc.
• Communicate the Board’s resolutions and policies to management and follow up on their implementation.
• Liaise and render assistance to the operating units and other departments relating to secretarial matters. This includes arranging, coordinating and following up with respective departments or secretaries on the signing of documents by Directors of SD Guthrie and assigned companies.
• Lead and/or assist in projects or special assignments in which Group Corporate Secretarial is involved eg. long term incentive plan, takeovers, acquisitions and disposals, listings, investigations, internal restructuring of the Group etc.
• Organise and prepare relevant documents assigned in relation to Annual General Meetings (AGM) and Extraordinary General Meetings.
• Prepare and coordinate the required information for the Annual Report and Corporate Governance (CG) Report to shareholders of SD Guthrie and drafting the relevant sections of the Annual Report/CG Report.
• Prepare all corporate secretarial documents in relation to the companies assigned, such as Members’ Circular Resolutions, Directors’ Circular Resolutions (DCR), announcements, statutory documents and correspondences.
• Monitor the updating of statutory records and corporate secretarial database.
• Reviews agreements, Powers of Attorney, Constitutions, Trust Deeds, prospectuses, etc. prepared by other Departments or external parties in accordance with relevant statutory requirements for the purpose of drafting DCRs.
• Ensure timely and accurate lodgement or submission of statutory documents to relevant authorities ie. Companies Commission of Malaysia (CCM) in compliance with all relevant acts and rules applicable to the SD Guthrie Group companies assigned to her.
• Liaise with CCM on issues pertaining to CCM’s rules, procedures and guidelines and also liaising with CCM to resolve outstanding matters for the companies assigned.
• Coordinate the update/improvement of the Standard Operating Procedures (SOP), procedures and processes to ensure standardisation, up-to-date and effective implementation of secretarial functions and tasks.
• Coordinate/monitor changes and ensure compliance to the internal policies/guidelines/ registers
• Act as a Supervisor/Gatekeeper to receive Board papers to ensure compliance with SOP and Guidelines for Board Paper Preparation for submission of Board papers.
• Liaise and render assistance to the operating units and other departments relating to secretarial matters. This includes arranging, coordinating and following up with respective departments or secretaries on the signing of documents by Directors of SD Guthrie and assigned compan