Group Company Secretary & Head, Corporate Governance

Job title : Group Company Secretary & Head, Corporate Governance

Role Summary

• The Group Company Secretary & Head, Corporate Governance serves as the principal governance adviser to the Board and Executive Management, providing strategic leadership for corporate governance, board affairs, statutory compliance, corporate secretarial services, shareholder relations, and governance oversight across the Group and its subsidiaries.
• The role ensures compliance with applicable laws, governance codes, and regulatory requirements while promoting transparency, accountability, ethical leadership, and effective Board decision-making.

Key Responsibilities

• Serve as Secretary to the Board and Board Committees by coordinating meetings, preparing Board calendars, agendas, Board papers, minutes, resolutions, and tracking implementation of Board decisions.
• Develop, implement, and continuously improve the Group's corporate governance framework, policies, Board charters, governance manuals, and governance standards across all subsidiaries while driving governance audits, compliance reviews, and best practices.
• Oversee all corporate secretarial activities, including statutory filings, maintenance of statutory registers and corporate records, company registrations, execution of legal documents, and coordination of Annual General Meetings (AGMs) and shareholder meetings.
• Manage shareholder relations by coordinating communications, disclosures, shareholder approvals, investor governance initiatives, and ensuring compliance with statutory and regulatory obligations.
• Ensure compliance with the Companies and Allied Matters Act (CAMA), Corporate Affairs Commission (CAC), and other applicable regulatory requirements by monitoring legislative changes, liaising with regulators, and advising management on governance implications.
• Lead Board development initiatives, including Director induction, governance training, Board effectiveness assessments, succession planning, and continuous governance improvement.
• Promote ethical conduct, corporate accountability, Code of Conduct compliance, whistleblowing, governance investigations, and a culture of integrity across the Group.
• Provide governance oversight across subsidiaries by monitoring governance compliance, supporting subsidiary Boards, coordinating governance reporting, identifying governance risks, and recommending appropriate mitigation measures.
• Build and maintain strong relationships with the Board, Executive Management, regulators, shareholders, investors, legal advisers, auditors, and professional governance bodies while managing governance budgets and reporting governance risks to the Executive Management and Board.

Requirements

• Bachelor's Degree in Law (LL.B), Business Administration, Corporate Governance, Finance, or a related discipline.
• Master's Degree (LL.M, MBA, MSc Corporate Governance, or related field) is highly preferred.
• Professional certification such as ICSAN/CGP, NBA, IoD, CCGP, or equivalent is required.
• 12 15 years of relevant experience, including at least 7 years in corporate governance, board affairs, or company secretarial leadership within a manufacturing, mining, energy, financial services, conglomerate, or multinational environment.
• Strong knowledge of CAMA, corporate governance codes, statutory compliance, board administration, shareholder relations, and regulatory frameworks.

Key Competencies:

• Corporate Governance & Board Administration.
• Company Secretarial Practice.
• Corporate Law & Regulatory Compliance.
• Board & Shareholder Relations.
• Governance Auditing & Policy Development.
• Ethics, Risk & Corporate Accountability.
• Executive Communication & Stakeholder Management.
• Strategic Thinking, Leadership & Confidentiality.