Brief:
The Company Secretary & Head of Legal Affairs will report to the Chief Financial Officer. The role needs to ensure corporate governance by ensuring compliance with all legislations and the requirements of the Stock Exchange. Being the Head of Legal, the role will also be responsible for the interpretation of the law and its implementation. The individual should possess visible enthusiasm and confidence for driving the Board to work better and should be able to provide solutions to the Board in the existing VUCA (Volatility, Uncertainty, Complexity and Ambiguity) environment, on matters pertaining to corporate regulation and efficient governance.
Roles & Responsibilities:
Secretarial:
- Practice and perform secretarial audit within the defined statutory timeline for ensuring corporate governance
- Ensure compliance of secretarial standards and statutory requirements for smooth functioning of the organization
- Integrate and standardize various secretarial practices, including convening the Board meetings, finalizing and distributing agenda of the Board meetings, recording the minutes of Board meetings and facilitating the implementation of Board decisions
- Ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 including maintenance of various documents
- Maintenance and appropriate disclosure of secretarial records including records and information of members of Board, directors of Board, shares and investors, statutory registers, accounts and other books
- Filing and timely submission of the company’s annual return within the defined statutory deadline and ensure that correct procedures have been followed that would result in the correctness, authenticity and comprehensiveness of the reports
- Obtain approvals from the Board, the government and such other authorities as may be required by the corporate laws and acts
- Support and advise the Board in matters relating to functioning of organization by ensuring compliance with the corporate governance requirements and best practices
- Report to the Board about the conformity with the regulatory provisions as applicable to the organization
Legal:
- Arbitrate, negotiate and resolve both domestic and international disputes encountered by the organization
- Ensure compliance of legal and procedural aspects under various corporate laws and acts particularly relating to SEBI Act, Labour and Industrial Laws and IPR Protection, Management, Valuation and Audit
- Validate and verify the legal provisions needed for all the documentation related to share certificates such as its issuance, transfer etc
- Liaison with external legal counsel for legal matters including those related to business, collections &recovery
- Draft and vet the legal documents, agreements letters& notices
- Identify legal risks and take corrective action for mitigating the risks for protecting the interest of the organization
- Ensure the implementation of Legal Process Manual for ensuring adherence with legal matters
Role Specific Competencies:
- Consultative Capability: Analyze, strategize & provide solutions to the Board on matters pertaining to corporate regulation and efficient governance
- Flexigility: Handle challenging situations by thinking swiftly without losing the sight of perspective. Also anticipate possible future crisis & is ready to handle it
- Business Acumen: Analyze the trends of the external environment related to secretarial and legal which might impact the business & take proactive actions which is in interest of the organization
- Communication: Has an impactful executive presence and can navigate the thinking of the stakeholders in the required direction
Leadership Competencies:
- Pursuit of Excellence: Create culture of innovation, continuous improvement and exemplary customer service. Facilitate building of strong processes so that organization can achieve results despite the uncertainty, complexity, ambiguity and volatility prevailing in the business environment
- Collaborative Mindset: Builds and values collaborative culture. Develops network and alliances for building strategic relationship by building credibility of self and that of the organization. Fosters inclusive workplace by encouraging diversity, equality and social justice
- Commercial Acumen: Understand the importance of commercial success. And understands the impact of decisions on commercials
- Alignment with Scalability: Develops culture for ensuring scalability within people and processes. Foster agility along with the ability to deal with complexity of external and internal work environment
- Strategic Planning: Productive thinking along with long-term focused decision. Envisions and anticipates the future through proactive thinking. Prepares the organization for future with developing the capability for handling future crisis
Key Skills:
- Stays updated with the latest developments in corporate governance and applicable laws
- Self-motivated and can work under pressure
- Strong influential & interpersonal skills
- Detail Oriented
- Assertive communication
- Sound judgement with diplomacy and tact
Desired Profile:
- Proven track record in managing the secretarial & legal function in a mid-size listed company for at least 10 to 15 years, of which at least 5 years is either as Head or second-in-command
- Member of The Institute of Company Secretaries of India
- LL. B or equal qualification
- Desired age: not more than 40 years
- Well versed in Companies Act, Contract Act, Negotiable Instrument Act, Civil Procedure Code, Criminal Procedure Code & IPR
Direct Reports:
- One person in Secretarial
- One person in Legal
