Role Purpose
The Corporate Secretary and Compliance Director is responsible for ensuring the legal, statutory, and governance integrity of the Group's global corporate structure, comprising of many entities across multiple jurisdictions.
The role carries ultimate accountability for corporate documentation, statutory compliance, board governance, and entity lifecycle management. The position functions as a control and risk leadership role, not merely an administrative function.
Key Responsibilities
1. Global Entity Management
- Maintain full lifecycle oversight of all Group entities, including incorporations, amendments, restructurings, dormancy management, and liquidations.
- Ensure all entities always remain in good standing across jurisdictions.
- Maintain complete and accurate statutory records, including:
- Articles and constitutional documents
- Share registers and ownership records
- Beneficial ownership filings
- Director and officer registers
- Own the Group legal entity chart and ensure it is always current and audit-ready.
2. Corporate Governance and Board Administration
- Act as Secretary to the Board and relevant committees.
- Plan, coordinate, and document:
- Board meetings
- Committee meetings
- Shareholder meetings
- Draft and maintain:
- Board minutes
- Written resolutions
- Delegations of authority
- Powers of attorney
- Ensure all corporate actions are properly authorized, documented, and legally enforceable.
3. Regulatory and Statutory Compliance
- Oversee statutory compliance across all operating and holding jurisdictions, including:
- Annual filings
- Economic substance regulations
- Ultimate beneficial owner disclosures
- Director and officer compliance
- Monitor regulatory developments and proactively assess impact on the Group.
- Ensure compliance calendars are maintained and adhered to without exception.
4. Transactional and Structural Support
- Lead governance and compliance workstreams for:
- Mergers and acquisitions
- Asset and vessel transfers
- Financing and security structures
- Group reorganizations
- Act as the primary governance interface during:
- Legal due diligence
- Bank audits
- Regulatory inspections
5. Compliance Systems and Controls
- Implement and maintain entity management and document control systems.
- Establish standardized governance policies and procedures across the Group.
- Manage and coordinate external:
- Corporate service providers
- Law firms
- Auditors
- Banks
- Ensure audit readiness at all times.
6. Risk and Advisory Role
- Advise the CEO and Board on governance risk, director liability, and regulatory exposure.
- Escalate issues where corporate integrity or compliance is at risk.
- Serve as a trusted internal authority on corporate law and governance matters.
Required Qualifications
Education
- Law degree preferred OR
- Chartered Governance or Company Secretarial qualification
Professional Certifications
At least 1 of the following is strongly preferred:
- Chartered Governance Institute qualification
- Company Secretary qualification
- Advanced corporate or international law specialization
- Sanctions or compliance certification where relevant
Experience
- Minimum 10 years of experience in:
- Group company secretarial
- Corporate governance
- Multi-jurisdiction compliance
- Demonstrated experience managing:
- 20 or more legal entities across multiple jurisdictions
- Experience in asset-intensive or regulated industries preferred.
Core Competencies
- Deep technical knowledge of corporate law and governance.
- Exceptional attention to detail.
- Strong risk awareness and judgment.
- Ability to operate with authority at the Board and executive level.
- Ability to manage complexity and multiple deadlines simultaneously.
