The primary objective of the Company Secretary is to ensure the highest standards of corporate governance and regulatory compliance, enabling the organization to operate within the legal and ethical frameworks. The incumbent will act as a strategic advisor to the Board of Directors and senior management on corporate governance matters, ensuring effective communication and documentation, as well as the smooth conduct of board and committee meetings. The Company Secretary will be responsible for maintaining statutory records, ensuring timely regulatory filings, and advising the Board on legal, regulatory, and governance issues to facilitate sound decision-making. Additionally, the role involves liaising with external regulators, auditors, and legal entities to ensure that the organization complies with the Companies Act, 2017, and other relevant legislation, while upholding the organization's reputation and integrity.
KEY TASKS & RESPONSIBILITIES
As a key independent assurance function within the organization, the Company Secretary is responsible for the following major activities:
Regulatory Compliance & Statutory Governance
Ensure compliance with statutory and regulatory requirements under the Companies Act 2017, and other applicable laws, including the Securities and Exchange Commission of Pakistan (SECP) regulations
Corporate Governance Standards
Oversee and uphold corporate governance standards within the organization, ensuring that the Board's practices align with national and international governance frameworks.
Board–Management Coordination
Act as the principal liaison between the Board of Directors and the organization management, facilitating seamless communication and the implementation of Board decisions.
Board and Committee Meetings Management
Organize, prepare, and distribute agendas and materials for Board and Committee meetings in a timely and accurate manner, ensuring all members are well-informed on key matters.
Minutes of Meetings
Accurately record and maintain minutes of Board and Committee meetings, ensuring they reflect all deliberations and decisions, and distribute these to relevant stakeholders.
Advisory Role to the Board
Advise the Board on corporate governance issues, regulatory compliance, and emerging best practices to ensure the Board's governance practices remain effective and aligned with the latest standards.
Statutory Records Management
Manage and maintain the organization's statutory records, including Board resolutions, corporate filings, and shareholders' agreements, ensuring timely submissions to regulatory bodies.
Legal Documentation
Draft, review, and execution of legal contracts, Board resolutions, and other corporate documents to ensure they comply with legal standards and internal policies
Regulatory Liaison
Serve as the primary point of contact for external regulators, auditors, and stakeholders, facilitating efficient communication and addressing regulatory inquiries or audits.
Corporate Disclosures & Communication
Ensure the company's compliance with applicable listing rules (if applicable), disclosure requirements, and shareholder communications, providing accurate and timely information.
Oversee the timely dissemination of corporate communications, including financial reports, shareholder notices, and regulatory updates, ensuring transparency and compliance with corporate governance standards
Ethics, Risk, and Board Support
Assist the Board in implementing policies related to ethics, risk management, and sustainability, ensuring the organization's practices are socially responsible and aligned with international best practices.
Support the Chairman and the Board in carrying out their functions, including the provision of independent advice and guidance on Board procedures, corporate law, and governance.
Board Committees, Meetings & Confidentiality
Provide secretarial support to various Board committees (e.g., Audit, HRGC, ROC etc), ensuring each committee fulfills its responsibilities effectively.
Manage the organization and administration of the Annual General Meeting (AGM) and Extraordinary General Meetings (EGMs), ensuring adherence to all legal and procedural requirements.
Ensure the Board's compliance with the organization's Code of Conduct and lead efforts to monitor and enhance Board effectiveness and performance through periodic evaluations.
Coordinate Board training programs and professional development opportunities to ensure that Directors remain well-informed on corporate governance, fiduciary responsibilities, and industry trends.
Facilitate the induction and onboarding process for newly appointed Directors, ensuring they understand their roles, responsibilities, and the governance framework within which the organization operates.
Safeguard confidentiality and maintain the integrity of Board deliberations and decision-making processes.
KEY PERFORMANCE INDICATORS
Ensure 100% compliance with statutory and regulatory requirements, with zero penalties.
Ensure timely conduct of Board and Committee meetings as per the approved annual calendar (100% compliance).
Circulate Board/Committee agendas and papers at least 5–7 days prior to meetings (100% compliance).
Prepare and circulate Board/Committee minutes within 7 working days of meeting conclusion (100% compliance).
Achieve 95% implementation of Board and Committee decisions within agreed timelines.
Maintain 100% accuracy of statutory records, registers, and corporate filings.
Ensure 100% compliance with corporate governance requirements and Board directives.
Ensure timely regulatory filings, disclosures, and stakeholder communications (100% compliance).
Ensure compliant conduct of AGM/EGMs and other statutory meetings (100% compliance).
Provide timely governance and regulatory advice to the Board and Committees.
Maintain zero breaches of confidentiality relating to Board affairs and corporate information.
Facilitate annual Board evaluations and Director induction/training programs (100% completion).
QUALIFICATION & EXPERIENCE
QUALIFICATION
The candidate must be:
EXPERIENCE
Minimum 20 years of post-qualification experience, including at least 5 years of relevant experience in senior management or
executive-level roles, with demonstrated expertise in corporate governance, regulatory compliance, Board affairs, and
company secretarial functions in reputable public and/or private sector organizations.
Founded in 2004 with a primary focus on executive search, HRSI expanded its services in 2009 with Human Resource Solutions Private Limited (HRSPL). As a leading HR service provider in Pakistan, we offer executive search, employee outsourcing, business process outsourcing, mass recruitment, pre-employment screening, employee outplacement, training, and more.
Based in Karachi with a regional office in Islamabad, our team of over 120 professionals serves over 200 clients globally and locally across 22 industries. We are affiliated with the Kilpatrick Group, a global executive search firm with offices in multiple countries.
