About this role
Scope of Services
- Maintain the statutory registers and core corporate records of the Company, including registers of members, directors, company secretaries, beneficial owners, interests and charges, where applicable.
- Prepare, coordinate and lodge annual returns, beneficial ownership information, registrable resolutions and changes in company particulars with the Registrar of Companies.
- Maintain a statutory compliance calendar and advise HAPROK on applicable corporate filing and notification deadlines.
- Advise the Board, Board Chairperson and Secretariat on the Companies Act, Cap. 486, the Articles of Association, Directors’ duties, members’ rights, quorum, voting, resolutions and corporate authority.
- Review, when requested, Board and Committee notices, agendas, papers, resolutions and minutes for statutory authority, procedural compliance and consistency with the Articles of Association.
- Prepare or review written resolutions, circular resolutions, Members’ resolutions and other formal corporate instruments.
- Advise on the execution, authentication and custody of corporate documents and use of the company seal, where applicable.
- Provide statutory and procedural support for the Annual General Meeting and other Members’ meetings, including review of notices, agendas, proxy documentation, resolutions, quorum and voting requirements, minutes and post-meeting filings.
- Advise on the appointment, resignation, retirement or replacement of Directors and officers and undertake the required statutory filings.
- Advise on actual, potential or perceived conflicts of interest and the appropriate recording and management of such matters.
- Maintain custody or controlled records of the certificate of incorporation, Articles of Association, statutory filings, registers and other core corporate documents entrusted to the Company Secretary.
- Liaise with the Registrar of Companies and relevant authorities on company secretarial matters.
- Provide concise written governance opinions on material corporate or procedural matters within the agreed scope.
- Provide Director and Committee-member induction on statutory duties, the Articles of Association and HAPROK’s governance arrangements when specifically requested.
- Attend Board, Committee or Members’ meetings only where specifically requested or where attendance is reasonably necessary for a statutory or material governance matter.
- Ensure orderly handover of all statutory registers, records, filing credentials and pending matters upon expiry or termination of the engagement.
Minimum Qualifications and Experience
- Registration as a Certified Secretary in Kenya and a current practising certificate.
- Current membership in good standing with the Institute of Certified Secretaries.
- Valid KRA Tax Compliance Certificate and, for firms, valid registration documents and business permit.
- Current professional indemnity insurance.
- A Lead Company Secretary with at least seven (7) years of relevant post-qualification experience.
- Demonstrated experience supporting Boards, Board Committees, statutory filings and Annual General Meetings.
- Experience with a company limited by guarantee, membership organisation, professional association or public-interest entity is desirable.
- A signed declaration of independence, confidentiality and any actual or potential conflict of interest.