Job Description
Company Secretary – 12 Months Parental Leave Cover
CIMIC Group Limited is the ASX listed entity and parent of our various Operating Companies. CIMIC sets the strategic direction, financial expectations, risk profile and governance framework for the CIMIC Group and monitors the performance of its Operating Companies (CPB Contractors, Sedgman, UGL, Pacific Partnerships and EIC Activities).
Overview
This is a key role that will act as Company Secretary to recently delisted CIMIC Group and approximately 40 related entities with particular focus on quality of governance, regulatory compliance, data integrity, due diligence, statutory board and financial reporting.
Key responsibilities for the role include:
Governance / Corporate Practices
1. Ensure compliance with all relevant legal and regulatory requirements and all relevant Company and CIMIC Group policies and processes
2. Manage Quarterly Assurance for reporting entities to finance through Blueprint
3. Implement CIMIC governance requirements as required
4. Advise officers and directors regarding the requirements of the relevant Company constitution, Corporations Act and applicable Regulations
5. Conduct disclosure training for Information Disclosure Officers and Reporting Officers, and other Operating Company teams, and maintain records of training delivered
6. Ensure compliance of all relevant Acts, regulations and governance standards in Australia and overseas (entities and branches)
7. Manage group wide responses to Australian Bureau of Statistics (ABS) questionnaires
Board Administration
8. Manage drafting, compilation, review and distribution of papers for CIMIC Board and Committees, including subsidiaries and management committees
9. Prepare agendas and all company secretarial and governance papers for CIMIC Board and Committees, including subsidiaries and management committees
10. Preparation of minutes for CIMIC Board and Committees, including subsidiaries and management committees
11. Manage Board appointments and resignations and other officer/member/entity related changes
12. Prepare Annual Group Meeting timetable for Board, Committees and management committees
13. Monitor and report annually the conduct of the Board and Committees, including subsidiaries and management committees, against their respective charters
14. Co-ordinate and assist the Chairman with the annual Board performance review
Compliance and Ethics Management
15. Ensure statutory registers are maintained for all relevant entities.
16. Prepare and file statutory forms with authorities
17. Manage annual review process including solvency declaration, statutory fee payment and discrepancy reporting
18. Periodic review of proprietary status of entities with finance team to ensure financial reports are approved and lodged with the relevant authority within the prescribed period
19. Manage ASIC Instrument 2016/785 process, including minute preparation & statutory filing. Oversee overseas entities’ compliance regime, if required.
20. Oversee incorporation of new companies and reservation/renewal of company and business names
21. Manage deregistration of dormant/obsolete entities
22. Manage corporate representatives (s250D)
23. Manage annual and interim dividend processes
24. Manage company secretariat elements of corporate actions, e.g. acquisitions or divestments
25. Facilitate execution of material documents and maintain document registers
26. Organise and verify organisation and class order chart updates
Annual Reporting
27. Organise, participate and minute Annual Reporting Committee meetings (representatives from Company Secretariat, ESG, Finance and Communications)
28. Prepare the Annual Reporting timetable and liaise with authors of the Reports to ensure a consistent quality deliverable
29. Review Annual Reporting to ensure consistency in language, messaging and information
Systems and Processes
30. Manage Diligent Entities (corporate register system) and Diligent Boards (Board portal) across the Group
31. Liaise with Diligent on maximising the effectiveness of their product for the Group, refining the system as demands change and technology advances
32. Select and maintain relationships with governance service providers, including Computershare, Diligent, overseas agents and legal advisors
General & Adhoc Duties
33. Chart and capture electronically details of joint ventures, alliances and associates
34. Maintain a dialogue with Operating Company Secretariats, Finance and the wider business, for reporting purposes
35. Act as Company Secretary for group entities where required.
36. Act as general point of contact for company secretarial queries across the group
37. Provide timely and pragmatic advice to the business and promote Company Secretarial function.
38. Create, publish and maintain company secretariat and governance policies, processes and standards on company intranet
39. Maintain specific registers e.g. Directors material personal interests, disclosure activity, disclosure training
40. Deliver or participate in various projects across the Group as and when the need arises
Education and Qualifications required for this role:
41. Tertiary qualifications in business or law
42. Graduate Diploma in Applied Corporate Governance
Experience, Skills and Behavioural Competencies required for this role:
43. Minimum of eight years’ experience in a similar role in a large complex organisation including:
44. Managing corporate governance for a large corporate group of companies
45. Board co-ordination and administration
46. Annual Report processes
47. Company and entity management
48. Experience in a similar role in a highly regulated industry and a good understanding of industry issues, challenges and strategy
49. Ability to work effectively and collaboratively with executive management, and executive and non-executive board members
50. Strong communication and interpersonal skills with a flexible mind set
51. Proven ability to work in a fast paced and deadline-driven environment with a focus on accuracy and quality deliverables
52. Demonstrated ability to act professionally with regard to sensitive and confidential issues
53. Demonstrated ability to understand key stakeholders needs and offer pragmatic/proactive advice and solutions
54. Strong relationship management and communication skills, including the ability to influence key stakeholders
55. Willingness to work in a team and collaborate to achieve outcomes
56. Sound knowledge of electronic corporate register processes and systems
At CIMIC Group we offer rewarding careers for our people. That’s one of the benefits of having 7 brands and opportunities globally.
If you join us, some of our benefits also include salary continuance insurance, health & wellness programs, flexible working arrangements and much, much more.
Back yourself and we’ll back you. Get in touch today.
We support diversity in the workplace. Women, Aboriginal and Torres Strait Islanders and people with a multicultural background are strongly encouraged to apply.