Company Secretary
Position Summary Expectations - Duties, Responsibilities
Report To (Direct Report): Legal and Compliance Manager
Overall Purpose of the Role:
This position will be responsible for managing SECC/CSX filing and disclosure obligation, planning, filing /document control, international corporate support, legalization, notarization, coordinating with stakeholders, arranging applications, registering with Ministries, administers and reviews corporate compliance activities and effective practice concerning company board meetings and shareholdings, ensuring all business matters and transactions are managed and implemented as directed by the board.
- Internal/External Interactions:
- Internal
- All departments and business units, in particular with finance
- Board members
- External
- SECC, CSX
- Various Ministries in Cambodia, i.e. Revenue department, Consular, Embassies
- Overseas i.e. shareholders, board members
- Law firms
- Functional Responsibilities:
- Communication with directors, shareholders, stakeholders, Government and Regulators, Authorities, etc.
- To ensure all notices and disclosures (periodic and continuous) are properly made to the CSX/SECC.
- Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders.
- Organizing, preparing agendas for minutes of board meetings and annual general meetings (AGMs) for Cambodian companies
- Maintaining statutory books, secretarial records, including registers of members, directors and secretaries
- Developing and overseeing the systems that ensure the company complies with all legal and statutory requirements
- Take action for the legalization matter with Department of Consular or the Embassies
- Registering Ministry of Commerce/CDC/General Department of Taxation on any establishment or amendment
- All work relating to change of directors, capital increase, share transfers and other corporate matters in Cambodia
- To ensure that the organization complies with its governing document, company rules and any other relevant legislation or regulations.
- To ensure that the organization pursues its objects as defined in its governing document.
- To ensure the organization applies its resources exclusively in pursuance of its objects.
- Circulate notices of meeting, agendas and minutes of the annual general meeting and any special or extraordinary general meetings and supporting papers in good time.
- Filling of various documents/returns as required under the provisions of the Law on Commercial Enterprises.
- Proper maintenance of books and registers of the company as required under the provisions of the Law on Commercial Enterprises.
- To carry on correspondence with the directors of the company on various matters.
- To record the minutes of the proceedings of the meetings of the directors.
- Arranging board/general meetings and preparing minutes thereof.
- Filing any document including forms, returns and applications by and on behalf of the companies in Cambodia as an authorized representative.
- Ensure that the annual declarations of commercial enterprise are submitted.
- Filing and supporting papers in good time.
- Provide registered documents and/or contracts of Group Company when required.
- Preparing the document for all Cambodian register matters with Ministry of Commerce and General Department of Taxation.
- To ensure compliance of the provisions of Law on Commercial Enterprise and rules made thereunder and other statutes and by-laws of the company.
- To ensure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Companies Law.
- Record secretarial data for all RMA Group Cambodian companies.
- Liaising with external regulators and advisers, such as lawyers and auditors.
- Promotion, formation and incorporation of companies and matters related therewith.
- Act as Company Secretary and do all things needed for that role according to company law and as directed by the Board.
- Archiving all important data.
- Arranging all legalization matters.
- Knowledge Responsibilities:
- Stay up-to-date with SECC, CSX regulations, company registration and legalization policies and procedures
- Act as a “Subject Matter Expert” to the team and colleagues in matter relating to business systems and modules
- Support the development of a learning culture by engaging in collaboration and knowledge sharing through the company’s collaboration and L&D tools
- Financial Responsibilities:
- Support in the control of annual department budget and overall spending in the Group
- HR Responsibilities:
- Motivate and inspire the team to obtain results, by constructively connecting the interest of the individual employees, the community and organization
- Continuous development of people so that internal transfer and promotions become the ‘norm’ and external recruitment is focused at the most junior levels in the department
- Participate actively in the long-term learning or development of others on the basis of a good understanding of their needs and potentials and address performance issues
- Work with the team to set and achieve annual performance objectives for the department and all individuals
- Travel Requirements:
- Traveling to the local and regional government departments.
- Education/Certification:
- Bachelor Degree in Business Administration or related field (LL.B, Bachelor of Laws will be advantage)
- Knowledge, Skills and Experience:
- Essential
- Around 5 years of experience in a Corporate Secretarial or similar role
- Experience in dealing with the SECC, CSX, and interaction with the Ministry of Commerce and General Department of Taxation and other government departments
- Experience in dealing with legalization matters with consular departments and embassies
- Good understanding and acceptance of the legal duties, responsibilities and liabilities of Directors
- Other Knowledge
- or experience of business registration procedures
- Using a variety of software packages, such as Microsoft Word, Outlook, PowerPoint, Excel, Access, etc., to produce correspondence and documents and maintain presentations, records, spreadsheets and databases
- Set up and maintain filing systems
- Knowledge of administrative and clerical procedures
- Knowledge of business principles
- Proficient in spelling, punctuation, grammar and other English language skills
- Proven experience of producing correspondence and documents
- Attention to detail
- Confidentiality
- Planning and organizing
- Time management
- Interpersonal skills
- Customer-service orientation
- Initiative
- Reliability
- Stress tolerance
- Behaviors:
- Concern for Accuracy and Details: Ability to reduce confusions and discrepancies in work processes, by monitoring and checking the accuracy of work and information, and insisting on clarity of roles and functions.
- Level 4: Ensure own reliability – Proactively reduce confusions and discrepancies in own work, and double-check the accuracy of own information, actions and processes.
- Please tell me about a situation where you had to proactively reduce confusions and discrepancies in own work, and double-check the accuracy of own information, actions and processes.
- Integrity: Ability to gain and maintain the trust of others by telling the truth and taking responsibility for own actions and decisions and that of the business.
- Level 3: Maintains confidentiality regardless of pressure from others, admits mistakes and takes stands based on principles and values in spite of the potential for negative consequences, and challenges others who are not acting with integrity.
- Please tell me about a situation where you have had to maintain confidentiality taking stand on principles regardless of possible negative consequences.
- Conceptual Thinking: Ability to understand and refer to the general principles and methodologies behind a situation or issue, and to generate solutions that respect such principles.
- Level 3: Clarify complex situations – Structure rationally complex data, information or situation in line with underlying general principles, and generate clear and logical explanations and solutions.
- Please tell me about a situation where you had to structure rationally complex data, information or situation in line with underlying general principles, and generate clear and logical explanations and solutions.
- Analytical Thinking: Ability to break a situation into smaller components to better understand it, which includes tracing issues in a systematic way, organizing and comparing different aspects, identifying relationships, setting priorities and generating possible solutions.
- Level 3: Understand multiple relationships – Identify critical data amidst a mass of diverse but consistent information and establish findings and key-ratios.
- Please tell me about a situation where you were required to identify critical data amidst a mass of diverse but consistent information and establish findings and key-ratios.
- Verbal and Written Communication: Ability to express ideas effectively in individual and group situations adjusting style and methods to the specific needs of the audience
- Level 3: Ensure understanding – Integrate interaction and feedback in the communication process to ensure clear understanding of the idea expressed.
- Please tell me about a situation where you had to integrate interaction and feedback in the communication process to ensure clear understanding of the idea expressed.
