Avis de recrutement d’un agent secrétariat de la société, Cameroun

• Assist in directing the Corporate Secretarial function, including support to the Board of Directors and acting as liaison between senior management and the Board ;
• Advising the Board of Directors particularly, independent non-executive directors on corporate governance ;
• Developing, implementing and maintaining director’s obligations guidelines regarding compliance, corporate governance, business ethics issues and practice including regulatory requirements ;
• Conduct research into legal and compliance/governance related issues and generate opinions thereon ;
• Develop Position Papers on governance subjects and presentation thereof to management/board/committees ;
• Presentation to management/board/committees on governance updates ;
• Monitoring and advising on governance best practice and emerging trends with external law firms dealing with company secretarial functions ;
• Arranging for meetings of the Board of Directors and Committees and keeping the minutes of such meetings ;
• Attending to corporate notices and correspondence and conducting relations with the shareholders on matters concerning corporate policy and shareholders meetings ;
• Ensuring the company complies with the provisions of its Memorandum of Incorporation ;
• Provide guidance to staff regarding the appropriate implementation of the relevant laws, rules and standards through policies and procedures and other documents such as internal codes and practice guidelines ;
• Promote a positive ethical and effective compliance culture throughout the MTN Cameroon ;
• Ensuring that previous board decisions and policies are upheld and implemented; monitoring and addressing issues of non-compliance ;
• Monitoring, addressing and maintaining capacity requirements; planning, delegating, monitoring and appraising performance and productivity; setting standards and goals; promoting team spirit, direct communication and sharing; managing and resolving conflict situations; disciplining staff and managing grievance procedures ;
• Recognizing and rewarding the consistent adoption and reflection of MTN values and best practice ;
• Arranging and facilitating corporate governance workshops and updates; providing coaching and facilitating workshops as required ;
• Maintaining confidentiality of security documents and agreement ;
• Updating own organizational and market related knowledge; monitoring and evaluating own work progress; developing individual competencies as required; ensuring own performance reviews are completed and recommendations actioned; ensuring that the organizational vision and values are reflected in own job outcomes.

Board Responsibilities :

• Ensure preparation, agreeing and management of the annual calendar of Board business with the Chairman and Chief Executive Officer ;
• Preparing and agreeing agendas for Board meetings ;
• Ensuring Board papers are fit for purpose and distributed in a timely manner ;
• Manage Board induction and Board evaluation ;
• Manage Board Charter and Committee Term of Reference ;
• Manage the board conflict of interest at board meetings and committee meetings ;
• Ensuring the Board is informed of all appropriate matters As per business plan ;
• Ensuring in conjunction with the Chairman that the Board comply with relevant Corporate Governance provisions ;
• Maintaining the Company’s Corporate Governance Guidelines, including the Charters ;
• Advising the Chairman on Board and Board Committee Composition ;
• Managing the Non-Executive Director recruitment process in accordance with relevant policies ;
• Advising on Director training requirements and managing the delivery of such training ;
• Assisting the Chairman in ensuring a highly effective Board, including managing the Board, Board Committee and Director Evaluation process ;
• Ensuring in conjunction with the Chairman that Non-Executive Directors are informed of material developments outside of Board meetings as appropriate.

Board Committees :

• Preparing and agreeing the annual calendar of Board Committee business with the Committee Chairman and key stakeholders (e.g. Chief Executive) ;
• Managing the annual calendar of Board Committee business ;
• Preparing and agreeing agendas for Board Committee meetings ;
• Ensuring Board Committee papers are fit for purpose ;
• Ensuring the Board Committees are informed of all appropriate matters.

Legal and Regulatory :

• Ensure, in conjunction with the General Manager Commercial Legal , compliance with allrelevant statutory and regulatory matters ;
• Organizing and ensuring the smooth running of the Annual General Meeting and any other General Meetings ;
• Compliance with the Group Securities Dealing & Insider Trading Policies ;
• Compliance and Risk Management with the relevant Corporate Governance provisions ;
• Compilation of AGM Notice (incl. all ordinary/special resolutions) in accordance with the requirements of the Companies Act ;
• Provision of all Company Secretarial Services/Stewardship ;
• Maintaining the MTNC’s database of statutory information on all subsidiaries ;
• Ensuring all subsidiaries comply with their relevant statutory and regulatory obligations ;
• Assist CEO with implementation of optimal operational governance ;
• Ensure ethical and effective leadership ;
• Ensure effective governance processes aligned to the group where applicable ;
• Monitor implementation of policies together with Risk and compliance as it relates to subsidiary of a Listed entity ;
• Ensure that Opco establish effective training programs on governance practices
• Monitor compliance with Group DoA, Opco DoA, shareholder agreements ;
• Implement Governance template framework as directed by the Group Secretariat ;
• Manage with risk and compliance disclosure of conflict of interests, assessment thereof and provide remedial solutions to deal with conflict.

• 3 years university Degree in Law/Company Secretarial or related ;
• Relevant postgraduate qualification will be an advantage (e.g. Higher Diploma in Company Law, CIS Fellowship, Masters, etc.) ;
• Language : Written and spoken English is mandatory and French is required.

Experience :

• Minimum of 3 years’ experience in company legal, secretarial functions associated with a company, with experience in supervising/managing others ;
• Experience working in a medium to large organization ;
• Experience as a Company Secretary or Governance management of a substantial institution is advantageous ;
• Respect for and identification with the company’s mission, culture and values ;
• Administrative work experience.

Training/Certification :

• Training in company secretarial or governance management ;
• ICSA qualification could be an advantageous.