Company Secretary

Duties and Responsibilities

• Advising the Board and its Committees on good practice in corporate governance including giving guidance on the legal and ethical implications of the way the Board discharges its duties, runs meetings and makes decisions and providing specific advice and analysis for Board meetings, papers or other purposes as reasonably required.
• Ensuring compliance with:
  • the provisions of the SFL Constitution
  • your duties as an officer and as a company secretary under the Corporations Act, 2001.
  • all obligations, as they may exist from time to time, to regulators (including but

not limited to ASIC, ATO, ACNC and ACFID) with respect to, but not limited to:

• Maintaining the registered office of SFL
• Management of director and member registers including ensuring all DINs are on file
• Notifying of any change in address to the principal place of business, changes to the member register, changes to the share structure or ultimate holding company
• Lodging notices regarding personal details of directors and secretaries and changes thereto
• Ensuring financial records are properly maintained
• Ensuring that all required financial and other types of reports and notices are properly prepared and lodged with relevant regulators

• Managing processes for Board and Committee meetings, the AGM and extraordinary general meetings of SFL including:
  • Organising the annual Board and Committee calendars of meetings, reports and events
  • Calling of meetings
  • Circulating agendas, notices, discussion papers, proposals for the Board and its Committees
  • Marshalling of proxies
  • Preparing and circulating Board and Committee meeting minutes and action items within 1 week of relevant meetings
  • Ensuring records of meetings are kept in accordance with the SFL Constitution and relevant legislation.
• Assisting with induction of any new directors, Committee members, or CEO and coordinating Board and CEO performance reviews.
• At least biannually (or more frequently if required), reviewing and making recommendations to the Board regarding updating (if necessary) of:
  • Board Charter, policies and procedures
  • Board and Committee Charters
  • Delegations of Authority
  • Director induction process and manual
  • SFL Constitution
• Maintaining the Board Charter and other governance documentation and ensuring that all directors, members and other stakeholders have access to an up-to-date copy as relevant to them.
• Maintaining a register of Conflicts of Interest and updating it on an ongoing basis.
• Assisting the CEO to manage the risks of SFL including with respect to:
  • development, implementation, communication and maintenance of compliance policies, processes and procedures.
  • arranging Directors’ and Officers’/Management Liability and other corporate insurances
  • liaising with outsourced service providers (including but not limited to financial advisory, IT/cybersecurity, external auditor) to ensure that compliance obligations are met.

 Qualifications and Knowledge/Experience

• Experience in corporate governance and as a Company Secretary or Assistant Company Secretary
• Legal qualifications preferred
• Experience in corporate risk management preferred. 

Behavioural Competencies

• High level of confidentiality, discretion and judgment
• Professional conduct and demeanour
• Highly effective communication skills.