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Corporate Secretary

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About Ghazanfar Bank

Bank is operational from 1st of March 2009and is embarking on expansion with branches and is finding ways for expanding its network further to successfully in almost all key provinces of Afghanistan and is looking for qualified professionals for the advertised position.

Job Summary

General Provisions

The Charter shall regulate the role and responsibilities of the Corporate Secretary (CS). The principal function would be to help with the development of, compliance with, and periodic review of the Bank’s corporate governance policies and practices, ensuring that Ghazanfar Bank and its governing bodies follow and comply with the Law, as well as internal corporate rules and policies as determined by the Bank Charter and By- law and internal documents; the preparation and conducting of the General Shareholders Assemblies (hereinafter the GSA), Board of Supervisors (hereinafter the BoS) meetings and meetings of the Management Board; the establishment and maintenance of clear and effective channels of communications between the various governing bodies of the Bank; the disclosure of appropriate information about the Bank; the keeping of corporate records; the review of member requests; and the resolution of disputes involving the rights of members.

Job Details

Date Posted: 21 Jan 2019 Reference: GB005
Closing Date: 21 Feb 2019 Work Type: Full Time
Number of Vacancies: 1 Gender: Any
Functional Area: Banking Open Ended: NO
Nationality: Salary Range: As per company salary scale
Contract Type: Fixed-term Years of Experience: 7 Year(s)
Contract Duration: 0 Year(s) & 0 Month(s) Extension Possibility: No
Probation Period:

Duties and Responsibilities

Functions, Duties, and Responsibilities

General

• The Corporate Secretary shall assist the Board and its Committees in the development of, compliance with, and periodic review of the Bank’s corporate governance policies and practices.
• The Corporate Secretary shall help ensure that the Bank and its governing bodies follow and comply with the law. In doing so, the Corporate Secretary will keep abreast of the latest legal and regulatory developments, as well as internationally recognized best practices, as they relate to corporate governance, and provide periodic updates and briefs to the Bank’s Directors and Managers.
• The Bank’s Compliance and Legal Departments will report to the Corporate Secretary in this context.
• The Corporate Secretary shall ensures that the various governing bodies including Shariah Board follow existing internal corporate rules and policies as determined by the Bank Charter, and By-law, and other internal documents, as well as to change such rules and policies, or institute new ones where appropriate. The Corporate Secretary is to inform the Chair of the Board of all violations of corporate procedures in a timely manner.
• The Corporate Secretary shall help organize induction trainings for newly elected directors to brief these directors on their duties and responsibilities, the procedures that regulate the operations of the board and other working bodies of the Bank, the Bank’s organizational structure and officers of the Bank, internal documents of the Bank, applicable decisions of the GSA Meetings and the Supervisory Board to their work as Directors, and other information that may be required by Directors for the appropriate discharge of their duties.

General Shareholders’ Assembly

• The Corporate Secretary shall properly prepare and conduct the GSA in accordance with the Law, the Bank Charter, and other relevant By-Laws and internal documents of the Bank following the decision on calling a GSA. In the course of preparing and conducting a GSA, the Corporate Secretary shall:
- Ensure that the list of the members entitled to participate in the GSA is properly prepared
- Ensure that the persons entitled to participate in the GSA are properly notified by preparing and sending (delivering) Agenda Notes and voting ballots to members, as well as properly notifying all Directors, the CEO, Audit Committee Members, and the External Auditor of the Bank, as required;
- Prepare and ensure unrestricted access to all materials that shall be made available for the GSA, and authenticate and provide copies of the materials upon the request of the persons entitled to participate in the GSA;
- Collect the completed voting ballots received by the Bank and ensure their timely Counting, by approved means.
- Draft the minutes of the GSA and obtain their approval;
- Hold the approved Minutes of GSA in safe custody along with all related documents for perusal and verification by authorized entities.
- Ensure that the persons entitled to participate in the GSA are informed of the voting results of the GSA in a timely manner; and
- Answer procedural questions during the GSA, and take measures to resolve conflicts arising when preparing and conducting the GSA.
- Corporate secretary shall maintain the information regarding investors, shares, directors and members in record.
- The corporate secretary shall maintain following records:

register of directors;
register of charges;
register of allotments;
register of transfers;
register of members;
minutes of meetings and resolutions;
register of secretaries;
register of directors’ interests
register of debenture holders;
service contracts of directors;
directors’ indemnities;
minutes of meetings and resolutions;

Board of Supervisors

• The Corporate Secretary shall prepare the Agenda and help the Chair conduct the Bank’s Board of Supervisors meetings in accordance with the Law, the Bank Charter, and other By-Laws and internal documents of the Bank.
- The Corporate Secretary shall obtain the approval of the minutes for all BOS meetings and hold the approved Minutes of GSA in safe custody along with all related documents for perusal and verification by authorized entities.
- The Corporate Secretary shall assist the Chair in keeping minutes of the Board meetings that reflect the location and time of the meeting, the names of the persons who participated in the meeting, the agenda of the meeting, quorum and voting results, and a description of decisions made by the Board;
- The Corporate Secretary shall help prepare the annual schedule of Board meetings and notify all Directors of the upcoming meeting three weeks in advance, unless approved at a shorter notice by the Chairman.
- If necessary, the Corporate Secretary shall send (or deliver) voting ballots to all Directors, collect the completed ballots and written opinions of the Directors who were not physically present at the meeting, and transfer these to the Board Chair.
- The Corporate Secretary shall ensure that board meetings are held in accordance with the procedures established in the Board Charter;
- The Corporate Secretary shall assist directors in obtaining the information necessary to take informed decisions. The Corporate Secretary shall provide Directors access to transcripts and minutes of Board meetings, documents of the executive bodies of the Bank, minutes of meetings, and the opinion and management letter of the External Auditor, as well as the Bank’s primary accounting documents and financial information pursuant to a decision of the Board’s Chair.
- The Corporate Secretary shall inform and advise Directors on legal requirements, charter provisions, and other internal corporate regulations that regulate their rights and responsibilities with respect to preparing and conducting the GM and Board meetings, and ensuring for information disclosure.
- The Corporate Secretary shall assist in establishing and maintaining clear communication between the various governing bodies, in particular between the Board of Supervisors and Board of Management. To this extent, Key Executives must provide timely and accurate information upon the Corporate Secretary’s request.
- The Corporate Secretary will ensure that the specified periodicity of the Committees of BOS is maintained and the recommendations of these or any other committees/departments/bodies to BOS are properly framed.

Miscellaneous
• The Corporate Secretary shall ensure for the proper disclosure of information about the Bank. In particular, the Corporate Secretary shall:
- Ensure compliance with the requirements of the Law, the Bank Charter and By-Law, and other internal corporate documents on keeping and disclosing information about the Bank;
- Help ensure for the timely disclosure, by the Bank, of information contained in the annual report as well as information on all material facts that may affect the financial and business performance of the Bank.
- The Corporate Secretary should notify the Chair of the Board of any potential or real conflicts of interests among the Bank’s Shareholders, Directors, or Executives so that they can be dealt with appropriately, and act as a liaison in case of conflicts of interests among Directors.
- The Corporate Secretary shall keep the Bank records and documents as specified under the law, make these available to authorized parties, prevent un-authorized access, and make copies of such documents. The copies of the documents must be authenticated by the Corporate Secretary.
- The Corporate Secretary shall ensure that all member requests are properly processed by keeping records of all incoming member requests, transferring the requests to the relevant governing bodies and departments, and monitoring the timely and full response to such requests by the governing bodies and departments.
- The Corporate Secretary shall have the right to obtain any information necessary for the proper discharge of her/his duties.

Skills

Knowledge & Skills
• Knowledge of corporate governance and business registration processes.
• Excellent organizational skills required for handling large volume of work.
• Excellent decision making, problem solving, and communication skills.
• Excellent oral and written communication skills in English and local languages (Dari, Pashto).
• Computer literacy in Words/ Excel/ Power Point Presentation.

Qualifications

Qualifications:
1. Law Graduate with specialization in Corporate Law
2. Preference: Member of a recognized Institute of Companies Secretary/CSQS/FCS/ICA or equivalent
3. Professional Qualifications appropriate for senior executive level in a Bank, eg., MBA, CISA, CA, CFA, etc.
Preferred Experience:
a. 5-7 years as Head of Compliance/Law Department/Management Audit/Board Secretary of a Financial Services Organization,
b. Diploma in Management of Governance and Compliance, CIPFA Certificate or other appropriate certification.

Job Location

Afghanistan - Kabul
AF AF 12

Education:

Masters Degree,

Submission Guideline

All interested and qualified candidates should submit their CV along with cover letter explaining your interest and suitability for the advertised position.

Submission Email

hr@ghazanfarbank.com

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