Board Secretary at African Population And Health Research Center (APHRC)

Job Description

The African Population and Health Research Center (APHRC) is leading Africa-based, African-led, international research institution headquartered in Nairobi, Kenya, and conducting policy-relevant research on population, health, education, urbanization and related development issues on the continent.

Duties/Responsibilities

The Board Secretary is expected to operate in line with the Board Charter and other relevant documents. S/he shall report to the Chair of the Board of Directors but administratively, to the Executive Director.

Board Functions

Assess and advise on corporate governance best practices, including training directors and members of the senior leadership team on corporate governance matters. Update the Board on pertinent issues and emerging trends relevant to the work of APHRC. Regularly advise Board and management on legal and regulatory issues. Guide the Board and ensure that mandatory procedures are followed. This includes identifying matters that need Board decisions, declaration of conflict of interest and adoption of committee reports. Work with Management, the Board and its committees to prepare annual work plans and ensure their implementation. Organize and convene regular and extraordinary general Board Meetings. This includes preparing the agenda for Board Meetings in consultation with the office of the Executive Director. Coordinate and attend Board and Committee Meetings as Secretary to the Board. Take minutes of all Board and Committee meetings and ensure that the proceedings and resolutions of the Board are recorded accurately and circulated to the Board. Track and report on the implementation of Board decisions and governance recommendations. Ensure good flow of information within the Board and its committees. Ensure effective induction of new Board members and organize relevant Board development forums for Board members. Coordinate Board appointments and oversee their succession planning. Update and maintain the Board Members’ register. Develop and recommend updates to governance documents including Board policies and other governance instruments. Formulate and recommend updates to procedures to guide Board functions relevant to Board objectives. Ensure (light) Board and Board Committee assessments are conducted after every meeting. Facilitate comprehensive Board and governance assessments conducted every 3-5 years. Coordinate the implementation of recommendations from such assessments.

Compliance Functions

Assess and ensure compliance with Kenya’s Companies Act , including preparing and ensuring timely filing of statutory returns with the registrar of companies. Support regional/country offices of APHRC in ensuring regulatory compliance. Support the internal Legal Officer in ensuring legal and regulatory compliance and the management of legal risks for APHRC.

Update statutory registers.

Oversee and/or support compliance with institutional policies with legal implications such as Data Protection and Safeguarding among others as may be identified from time to time. Custodial Functions Act as the custodian of important Company documents, including: Certificate of Incorporation. By-laws. Company Seal. Statutory registers of the Company. Maintain record of original minutes of the Board Meetings and Board Committee meetings.

Risk Management

Contribute to the Risk Management function. Participate in risk identification and management. This will entail the support of the units’ quarterly risk register preparation, fourth quarter consolidated risk register approved by the Board. Review of risk appetite statements. Review of risk management framework and the risk policy.

Qualifications, Skills, and Experience

Bachelor of Laws. Master of Laws is preferred. Member of the Institute of Certified Public Secretaries of Kenya (ICPSK) in good standing. An advocate of the High Court with at least 10 years’ experience. Member of the Law Society of Kenya (LSK) with a current practicing certificate. An advocate with experience in corporate and commercial law.