Company Secretary

2 weeks ago

Sydney, Australia CIMIC Group Full time

**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 _**
- Ensure compliance with all relevant legal and regulatory requirements and all relevant Company and CIMIC Group policies and processes
- Manage Quarterly Assurance for reporting entities to finance through Blueprint
- Implement CIMIC governance requirements as required
- Advise officers and directors regarding the requirements of the relevant Company constitution, Corporations Act and applicable Regulations
- Conduct disclosure training for Information Disclosure Officers and Reporting Officers, and other Operating Company teams, and maintain records of training delivered
- Ensure compliance of all relevant Acts, regulations and governance standards in Australia and overseas (entities and branches)
- Manage group wide responses to Australian Bureau of Statistics (ABS) questionnaires

**_Board Administration _**
- Manage drafting, compilation, review and distribution of papers for CIMIC Board and Committees, including subsidiaries and management committees
- Prepare agendas and all company secretarial and governance papers for CIMIC Board and Committees, including subsidiaries and management committees
- Preparation of minutes for CIMIC Board and Committees, including subsidiaries and management committees
- Manage Board appointments and resignations and other officer/member/entity related changes
- Prepare Annual Group Meeting timetable for Board, Committees and management committees
- Monitor and report annually the conduct of the Board and Committees, including subsidiaries and management committees, against their respective charters
- Co-ordinate and assist the Chairman with the annual Board performance review

**_Compliance and Ethics Management _**
- Ensure statutory registers are maintained for all relevant entities.
- Prepare and file statutory forms with authorities
- Manage annual review process including solvency declaration, statutory fee payment and discrepancy reporting
- 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
- Manage ASIC Instrument 2016/785 process, including minute preparation & statutory filing. Oversee overseas entities’ compliance regime, if required.
- Oversee incorporation of new companies and reservation/renewal of company and business names
- Manage deregistration of dormant/obsolete entities
- Manage corporate representatives (s250D)
- Manage annual and interim dividend processes
- Manage company secretariat elements of corporate actions, e.g. acquisitions or divestments
- Facilitate execution of material documents and maintain document registers
- Organise and verify organisation and class order chart updates

**_Annual Reporting _**
- Organise, participate and minute Annual Reporting Committee meetings (representatives from Company Secretariat, ESG, Finance and Communications)
- Prepare the Annual Reporting timetable and liaise with authors of the Reports to ensure a consistent quality deliverable
- Review Annual Reporting to ensure consistency in language, messaging and information

**_Systems and Processes _**
- Manage Diligent Entities (corporate register system) and Diligent Boards (Board portal) across the Group
- Liaise with Diligent on maximising the effectiveness of their product for the Group, refining the system as demands change and technology advances
- Select and maintain relationships with governance service providers, including Computershare, Diligent, overseas agents and legal advisors

**_General & Adhoc Duties _**
- Chart and capture electronically details of joint ventures, alliances and associates
- Maintain a dialogue with Operating Company Secretariats, Finance and the wider business, for reporting purposes
- Act as Company Secretary for group entities where required.
- Act as general point of contact for company secretarial queries across the group
- Provide timely and pragmatic advice to the business and promote Company Secretarial function.
- Create, publish and maintain company secretariat and governance policies, processes and standards on company intranet
- Maintain specific registers e.g. Directors material personal interests, disclosure activity, disclosure tra

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