Company Secretary – Zemen Bank S.C

Major duties and Responsibilities of the Company Secretary

• Convening and providing administration for annual general meetings (AGMs) by producing agendas, taking minutes, conveying decisions and handling meeting correspondence.
• Draft Board papers, agendas and other working documents for Board of Executives’ and Board of Governors’ meetings and coordinate the Board meetings in liaison with other departments to ensure proper delivery of board proceedings, deliberations and approvals in line with the governance framework.
• Execute resolutions and decision records to ensure proper dissemination of Board of Governors and Board of Executives’ resolutions and decisions, timely publication of high quality materials in line with the Bank’s governance framework.
• Certify the attendance sheet, before the board meeting begins, initiated by the shareholders or their proxies physically present at the meeting, as correct.
• Draw up decisions of the Board as minutes, sign and ensure they are signed by directors physically present or through a proxy and the minutes kept in a minute book.
• Sign copies of decisions made by the Board during Board meetings together with the chairperson of the board.
• Organize and keep information and records of the company.
• Provide reports and other necessary information promptly to the concerned body.
• Provide information to shareholders and third parties.
• Organize meetings of shareholders, members of the board of directors, sub-committees and other ad-hoc as requested.
• Prepare, organize and keep committee and general assembly meeting minutes.
• Act as a point of contact and building good relationships with shareholders.
• Notify the head office of the company within fifteen days from the date of changes in the particulars entered in the Register of Persons Affiliated together with the concerned director, member of supervisory board, and Auditor.
• Produce to the inspectors all required books and documents and furnish all information necessary for the investigation upon receipt of an investigation order.
• Establish effective and best practice governance processes for the Boards and their Committees including putting in place appropriate terms of reference, by-laws, BOD office administration manuals and guidelines etc.
• Advise the Boards and the Executive on the regulatory, commercial and public law risks to enhance decision-making and delivery.
• Presentation of governance related board papers to the Board to update the Board or secure required approvals where relevant.
• Provide leadership, coaching and mentorship as well as living and modelling the bank’s core values and inculcating these among own team
• Liable jointly and severally with the President/CEO for carrying out the provisions of the New Ethiopian Commercial Code Proclamation No. 1243/202 Article 548 Sub-Article (2) to (5).
• Carry out other tasks assigned to him by the President, Board of Directors and memorandum of associations.

Education:

Master’s Degree in Law   

Experience:

At least 6 years banking experience with 3 years’ as Company Secretary or equivalent position.

Or

Education:

Bachelor’s Degree in law

Experience:

At least 8 years banking experience with 3 years’ as Company Secretary or equivalent position.