PBTB | Senior Manager, Company Secretarial

At Prudential, we understand that success comes from the talent and commitment of our people. Together, we have a shared vision in securing the future of our customers and our communities. We strive to build a business that you can shape, an inclusive workplace where everyone’s ideas are valued and a culture where we can thrive together. Our people stay connected and tuned in to what’s happening around us, keeping us ahead of the curve. While focused on the long-term, we look to the future to bring growth, development and benefit to everyone whose lives we touch.

Roles and Responsibilities:

1. Ensure the company remains compliant with legislation outlined in the Companies Act 2016 and the relevant regulations/guidelines issued by Bank Negara Malaysia (BNM) related to Board, Board Committee, Shariah Committee & Senior Management at all times.  This includes:

• Ensure that compliance obligations under relevant laws and the requirement of regulatory authorities, such as Companies Commission of Malaysia (CCM) and Bank Negara Malaysia (BNM), are met and maintained – including ensuring that Directors & SC members are provided with sufficient relevant technical training for deeper understanding of Company’s process and procedure, ensuring annual Board Assessment is conducted, ensuring all requirements pertaining to appointment & reappointment of Directors and Senior Management are met, provide induction programme for new Director & ensuring that remuneration for Directors are reasonable and benchmarked against market

• Monitor changes in relevant legislation & regulatory environment & taking appropriate actions to close any gaps & update the Board – e.g. BNM CG, Revised SGPD
• Ensure that Board Charter, Terms of Reference of the respective Board committees and policies relating to Board are updated regularly and in line with the latest regulatory requirements and BNM Guidelines

• Advise the Board of Directors, Board Committees, Senior Management and shareholders on Corporate & Secretarial matter

• Communicate with the CCM in the preparation and submission of Statutory Returns such as company’s annual return and financial statement. Ensure filing of the Statutory Returns by the statutory deadline.
• Communicate with BNM, shareholders and auditors on governance issues
• Ensure that any change in the Company’s statutory information be duly completed in the relevant prescribed forms and lodged with the registrar of Companies within the required period of time.
• Maintain a secure system for the management and retention of Company official documents in compliance with statutory requirements

2. Ensure effective management of Board of Directors, Board Committee and EXCO Meetings and Members’ Meetings

• Advise the Board of Directors and shareholders of the relevant dates for holding the Company’s Annual General Meeting (AGM).and Extraordinary General Meeting (EGM)
• Advise the Board and EXCO on date of meetings for Board, Board Committees (Audit, Risk Management, Nomination and Remuneration Committee) and EXCO and ensure early planning and early notice of the meetings to the relevant stakeholders.
• Ensure time allocated for each meeting is sufficient for effective deliberations of agenda items
• Advise Chairman and CEO on matters to be tabled at Board and Board Committee meetings
• Ensure that meeting papers accurately reflect business and commercial concerns and are consistent with legal obligations. Pro-actively monitor for changes in relevant laws and regulations and caters for the changes accordingly. Review the appropriateness of all submitted BOD & Board Committee meeting papers to ensure salient points are covered and in line with the Board’s expectation.
• Attend Board, Board Committee and EXCO meetings and ensure correct procedures are followed and remains compliant with the Constitution of the Company, the Companies Act 2016, the Board Charter and the respective Terms of Reference (TOR) of the Board Committees in relation to the conduct of meetings & matters requiring Board’s notation or approval
• Ensure that Minutes of the General meetings, Board, Board Committees, & EXCO meetings capture accurately deliberations at the meeting
• Keep track of updates on matters arising post meetings and ensure proper closure of action items
• Ensure that Board’s and Members’ Resolutions capture correctly the decision of the Board and Members.
• Work largely independently but collaboratively within a virtual team to provide cross-support and guidance and needed.

3.  Acts as effective link between shareholders & the Company and between Board of Directors & Management.

• Ensure that any important announcements be officially communicated. Ensure notices of meetings are properly sent out and liaise with shareholders regarding any shareholder meetings and the AGM or EGM. Acting as advisor to the shareholders on matters requiring shareholders’ attention and approval & ensure key items requiring shareholders' attention and approval are highlighted - eg. appointment and reappointment of directors, composition of the Board and matters pertaining to general meetings. Managing Shareholders’ joint venture including liaising with regulators, legal advisor & Company Secretarial of Shareholders.
• Ensure effective communication of Board’s decisions or resolutions to the Management. Ensure any concerns raised or feedback from the Board are escalated to the Management for appropriate action and vice versa.

4.   Maintain high level of compliance and risk culture within the Company Secretariat Department

• Ensure compliance with regulatory requirements, regulations, Company policies, Board Charter and the respective Terms of Reference (TOR)
• in relation to conduct of meeting & matters requiring Board's notation or approval
• in the preparation of documentation for appointment or reappointment of Directors & CEO (in the absence of CHRO)
• Ensure timely submission & maintenance of statutory return as required by the Companies Act, 2016
• Monitoring changes in relevant legislation & regulatory environment & taking appropriate actions to close any gaps & update the Board – e.g. BNM CG, Revised SGPD
• Updates Board Charter and TORs in line with the latest regulatory requirements and BNM Guidelines
• Provide update to Risk & Compliance dept in the capacity as Risk & Compliance Champion for Company Secretarial department

5.  Provide support in company secretarial matters to other stakeholders – perusing legal and company secretarial documents to ensure compliance with legal & company secretarial requirements

6. Maximise Growth, Managing CI and Medical Business, Transforming Customer Fulfilment and Operational Efficiency, Increasing Value - Support the Business & Operations team in seeking approval from EXCO/Board or Board Committee – coordinate meetings, provide advice in preparation of meeting papers, legal & secretarial matters

7. People – Promote effective communication with colleagues across the organisation, empower staff within the Company Secretarial department with relevant knowledge through coaching and training to improve quality of work and maximise output as a way to manage headcount

8. Liase with Insurance broker & relevant stakeholders for annual renewal of Takaful/Insurance for Directors & Officers – Directors & Officers Liability Takaful and Group PI & Crime Policy & preparation of Board paper for approval of the Board.

9. Ensure effective management of IT related matters for the Company Secretariat Department and Board of Directors

• Attend to matters pertaining to IT as Boardpac Administrator, liaise with IT team on Directors’ request relating to IT and for Cosec department

10. Work as part of a team and with both internal and external stakeholders and shareholders or members of the Board from diverse cultural backgrounds.

Experience and Qualification:

1. Degree in LL.B Law (or its equivalent)
2. Preferably min 10 years in related field
3. Proficiency in English and Malay is a significant advantage
4. Excellent communication skills.
5. Ability to translate data to meaningful information for decision making
6. Good coordination skills
7. Good analytical and problem solving skills
8. Good proficiency : Microsoft Office (Word, Excel, etc.)
9. Agile, able to work under pressure and deliver within tight deadlines
10. Satisfactory ability to procure information and relevant knowledge from varying resources