LEGAL MANAGER CUM BOARD SECRETARY /TRƯỞNG NHÓM PHÁP CHẾ KIÊM THƯ KÝ

Job Description

Report to: MD / Board of Directors

1. Legal & Compliance Manager

• Ensuring that the procedure for Directors’ appointment is properly carried out and according to rules and regulations.

• Assisting in the proper induction of Directors, including assessing their specific training needs relative to the statutory and regulatory requirements.

• Maintaining statutory books, including registers of members, directors and secretaries.

• Providing comprehensive practical support and guidance to Directors in their individual capacities in addition to guiding all of them collectively.

• Anticipating all legislative, regulatory developments and advising the Board on their potential implications.

• Conducting or directing internal investigations of compliance issues.

• Developing regulatory risk management strategy.

• Filing appropriate compliance reports with regulatory bodies.

• Reviewing and modifying policies and procedures to comply with any regulatory changes.

• Consulting with Company’s lawyers as and when necessary to address difficult legal compliance issues.

• Compliance Policy and Guidelines: Reviewing, recommending changes or creation, and implementing compliance related policies and guidelines to close any business gaps

• Handle a variety of general corporate legal matters

• Control and ensure documents and procedures related to the capital contribution, shareholders, company expansion. Lead and coordinate with relevant departments, partners, and state agencies in preparing and applying for the necessary licenses for business and investment activities of the Company.

• Control and ensure documents and procedures related to the capital contribution, shareholders, company expansion. Lead and coordinate with relevant departments, partners, and state agencies in preparing and applying for the necessary licenses for business and investment activities of the Company.

• On behalf of the Company to conduct legal procedures in the process of complaints, disputes, and related legal proceedings. Directly/participating in handling the Company's lawsuits (if any).

2. Board Secretary

• Guiding the chairman and the board to ensure they are operating in accordance with rules and regulations.

• Filing necessary documents with relevant registry according to the statutory requirements.

• Organizing and administering Board meetings.

• Following-up and ensuring that Board’s meetings are held within the time limits specified.

• Communicating, where appropriate, outcome of Board deliberations throughout the Company.

• Assisting in the compilation of board papers and to filter them to ensure compliance with good Corporate Governance.

• Maintaining all Board related documents and reports (i.e. minutes of meetings, reports on conflict of interest, etc.).

• Maintaining the register of shareholders and monitoring changes in share ownership of the company.

• Organizing, preparing agendas for and taking minutes of board meetings and annual general meetings (AGMs).

• Acting as the Secretary of all Board’s Committees:

· Preparing all meetings agendas and relevant documents and circulating those documents before the meeting.

· Verifying the quorum of the meetings.

· Preparing the minutes of meetings and all committees’ recommendations and resolutions, which shall include discussions and deliberations carried out during such meetings, and recording the resolutions of the Board and voting results and retaining them in a special and organized register.

· Following-up on the actions, resolutions and recommendations as defined in the minutes.

Submitting all committees’ reports and recommendations to the Board of Directors.

Job Requirement

Qualifications & Experience

•      Certified Professional Degree in Compliance.

•      Degree level education, preferably in law

•      Minimum of 5 year’s relevant working experience in a similar role.

•      Previous experience in a board secretary role in the listed company.

•      A good understanding of the legal and governance statutory framework.

•      Detailed and technical level knowledge in relation to corporate governance and company secretariat requirements.

•      Ability to work under pressure and to exacting time scales on occasion and a team player.