Contracts & Corporate Secretarial Manager
Salary €75,000 - €90,000 per annum
Location Dublin City CentreFULL_TIME
Consultant Ronan Farrelly
Job Ref 50830483
Date posted 18 August 2022dublin-city-centre mining-engineering-operations/engineering-electrical-electronic 2022-08-18 2022-10-17 engineering Dublin City Centre Dublin D01 V4A3 IE D01 V4A3 EUR 75000 90000 90000 YEAR Robert Walters https://www.robertwalters.ie https://www.robertwalters.ie/content/dam/robert-walters/global/images/logos/web-logos/square-logo.png
Contracts & Corporate Secretarial Manager at GGE Nordics Limited
- GGE Nordics Limited is a Scottish-registered renewable projects developer, with a portfolio of projects across Western Europe.
- The company wishes to appoint a senior Contracts & Corporate Secretarial Manager.
- Reports to director; cross-liaising with in-house legal and project managers on areas of mutual concern.
- Must have blue-chip experience and be a member of The Chartered Governance Institute UK and Ireland.
- Hybrid working, based out of either Dublin, Edinburgh or Cardiff offices.
- Competitive market rate salary; health and pension benefits.
- Procuring and maintaining blue-chip legal entity management database (such as Diligent)
- Convening and servicing annual general meetings (AGMs) (and other shareholder meetings as necessary) and board meetings by:
- producing and circulating agendas and board packs;
- circulating notice of meetings, coordinating with meeting participants and presenters;
- taking and circulating minutes and ensuring they’re signed off on and uploaded to legal entity management database, together with all supporting contextual correspondence, as appropriate;
- conveying decisions to responsible parties and following through on execution thereof, handling meeting correspondence;
- Producing annual reports (see later under Investor Relations);
- Taking the lead in incorporating / establishing all new companies (and managing company secretarial agents in each territory, both on costs and delivery); and managing any dissolutions;
- Ensuring that all relevant corporate and board events are updated in legal entity management databases and reflected in public filings, e.g., investments, divestments, share transfers, allotments, issues, director appointments and resignations;
- Ensuring statutory compliance deadlines (accounts filings, annual returns, confirmation statements, and all tax returns) are met and completed on time, and liaising internally and externally to ensure same;
- Ensuring that all corporate activities, such as changes in ownership or management, are being efficiently managed and implemented within timescales agreed with internal clients;
- Maintaining annual compliance calendars (on legal entity management database) to ensure all deadlines are met;
- Managing the billing process for external assistance aspects of completed company secretarial work.
DD Readiness: Using legal entity management software, maintain company secretarial and legal due diligence databases per territory, per company and per project.
Ongoing Contract Management:
Using legal entity management software, ensuring that:
- all contract renewals are flagged (to in-house legal) in sufficient time
- all contract payments are noted and followed through on, with Accounts Payable
- all internal contractual triggers (such as option periods expiring) are flagged in sufficient time, to legal, and to relevant project manager
- a subset database of NDAs is maintained, and expiry dates noted against ongoing disclosures and purposes
- all retainer agreements with external (territory-dedicated) land lawyers are logged, payments followed through on (with Accounts payable), and, in this case, price over-runs also flagged to legal
- all contractual RAG “playbooks” (prepared by legal) to be kept filed up to date on legal entity management database.
Governance / Directors’ Risks:
Training directors and senior staff on corporate governance; including:
- Training on directors’ responsibilities;
- Keeping up to date with any governance-related regulatory or statutory changes and policies;
- Establishing a basic NEDs policy / audit, risk and internal control policy / remuneration policy / light-touch group GDPR policy (latter in conjunction with legal).
- Assisting directors with HR Administration:
- Preparing and issuing standard contracts (templates prepared by legal) (ensuring that non-competes and IP covered) and liaising with recruiters, managers, and candidates to get signed and filed;
- Administering pension schemes, health insurance, dividends, options, and share issues and ensuring that all such are documented internally and externally;
- Maintaining directors’ insurance, corporate insurance and staff insurance.
- Stakeholder relations: Assisting directors with stakeholder relations, including preparing internal annual reports (derived from board packs) and maintaining quarterly and annual progress reports in an accessible and secure online location.
- Disaster Recovery: working with external IT providers, ensuring that core company legal and operational data is backed-up securely.