Company Secretary

4 weeks ago

Sydney, Australia Cimic Group Full time

Company Secretary – 12 Months Parental Leave Cover

CIMIC Group Limited is the 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 training
  • Deliver or participate in various projects across the Group as and when the need arises

Education and Qualifications required for this role:

  • Tertiary qualifications in business or law
  • Graduate Diploma in Applied Corporate Governance

Experience, Skills and Behavioural Competencies required for this role:

  • Minimum of eight years’ experience in a similar role in a large complex organisation including:
  • Managing corporate governance for a large corporate group of companies
  • Board co-ordination and administration
  • Annual Report processes
  • Company and entity management
  • Experience in a similar role in a highly regulated industry and a good understanding of industry issues, challenges and strategy
  • Ability to work effectively and collaboratively with executive management, and executive and non-executive board members
  • Strong communication and interpersonal skills with a flexible mind set
  • Proven ability to work in a fast paced and deadline-driven environment with a focus on accuracy and quality deliverables
  • Demonstrated ability to act professionally with regard to sensitive and confidential issues
  • Demonstrated ability to understand key stakeholders needs and offer pragmatic/proactive advice and solutions
  • Strong relationship management and communication skills, including the ability to influence key stakeholders
  • Willingness to work in a team and collaborate to achieve outcomes
  • Sound knowledge of electronic corporate register processes and systems

At CIMIC Group we offer rewarding careers for our people. That’s one of the benefits of having 7 brands and opportunities globally.

If you join us, some of our benefits also include salary continuance insurance, health & wellness programs, flexible working arrangements and much, much more.

Back yourself and we’ll back you. Get in touch today.

We support diversity in the workplace. Women, Aboriginal and Torres Strait Islanders and people with a multicultural background are strongly encouraged to apply.

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