Company Secretary (Part-time )

 The Company Secretary performs a key governance role within the organisation in both an advisory and a practical capacity and performs functions as an officer of the company pursuant to the Corporations Act 2001, AANMS’ Constitution and other applicable legislation and regulations.

The principal objectives of the role are to:

• Support to the AANMS Board and management on matters of corporate governance, board operation, and member and board/management relations;

• Manage the company secretariat function including advice and support for the Board in relation to risk and compliance (including legal), internal audit and insurance, e.g. ensuring all legal and corporate governance requirements are met in relation to these key areas. In particular, the Company Secretary is responsible for: Governance and Compliance

• Guiding AANMS in meeting its formal requirements under the Constitution, Corporations Act 2001 (and associated legislation and regulations) and potentially in accordance with the Charities Act 2013 and ACNC Act 2012 (noting that AANMS is not currently a registered charity but may consider obtaining this status in the future).

• Advising the Chairman and other directors in relation to AANMS governance responsibilities and duties, including director and officer duties under the Corporations Act 2001 and the Constitution; • Ensuring disclosures and lodgements with ASIC (and any other applicable regulator) are made accurately and within the relevant time period;

• Developing, implementing, updating and maintaining the core governance framework documents of AANMS, e.g. risk and compliance policies and procedures, board agendas and minutes, registers of members etc.;

• Preparing a company secretarial report for board meetings covering disclosure reports (if any), recent filings (e.g. with ASIC), directors’ declaration of interests and conflicts, updates to the risk register, emerging risks or issues for AANMS from a governance/legal perspective etc. Administration of the Company (Not-for-profit)

• Organising board and committee meetings and ensuring all meetings are conducted in accordance with the Corporations Act 2001 and the AANMS Constitution (including the annual general meeting (AGM));

• Arranging the annual general meeting (AGM) and any Extraordinary General Meetings, including ensuring that all of the relevant notices are issued on time (in accordance with the Corporations Act 2001), taking minutes and managing proxies etc.;

• Preparing and distributing board meeting agendas and board packs and ensuring all materials are circulated to the board at a time agreed with the Board;

• Preparing and distributing minutes of board meetings which accurately reflect the proceedings at the meeting;

• Preparing and revising board and committee charters;

• Assisting the Board with the recruitment, appointment and induction of new directors;

• Ensuring safe custody of the AANMS common seal and recording usage in a register;

• Ensuring all corporate documentation is appropriately maintained and managed, e.g. filed as records of the company and accessible to the Board etc.;

• Attending to other matters as instructed by the Board from time to time.

Position Details

Position Title: Company Secretary

Reports to: The President and Board of Directors

Location: Brisbane, Sydney, Canberra, or Melbourne (Ideally from your own office location)

Remuneration: This is a paid role at a daily rate. Please contact AANMS for further information regarding the remuneration package.

Employee Status: Consultants/contractors preferred. Ideally candidates will have their own ABN.

Hours: One day per week, i.e. a total of 8 hours per week – which can be worked flexibly by agreement with AANMS. N.B. Some additional time may be required in advance of quarterly board meetings, AGMs etc.

Selection Criteria:

• Educated to degree level – legal qualifications and/or completion of relevant company secretary qualifications, previous experience in company secretarial role, essential

• Not-for-profit experience and/or understanding of the health and/or not-for-profit sector and small volunteer organisations would be an advantage; and

• Excellent written and verbal communication skills;

• Sound understanding of governance, regulatory and compliance requirements for Not-for-profits preferred

• A commitment to AANMS’ philosophy and mission will be a differentiating quality