Company Secretary

Job Description and Person Specification TITLE: Company Secretary

REPORTS TO: Chief Executive Officer, St Michael's House

And

Chairperson of the Board of Directors, St. Michael's House

SALARY SCALE: Clerical VII €58,254-€75,728

HOLIDAYS: 30 daysper annum pro rata

HEALTH: A candidate for and any person holding the office must be in a state of health as would indicate a reasonable prospect of ability to attend regular and efficient service.

CHARACTER: Candidates for any position holding the office must be of good character

LOCATION: Head Office, Ballymun Road, Dublin 9 or Coolock.
Eligible to apply for hybrid / blended working.
3 days on site minimum when approved.
During the probationary period the candidate is expected to attend onsite with some flexibility.

MOBILITY: The movement of employees between locations is an essential component of St. Michael's House's strategy to ensure the appropriate and equitable allocation of human resources, skills, and experience.
This mobility is a necessary requirement to meet the service requirements of this position effectively.

HOURS OF WORK: 35 hours per week with some level of flexibility.
There will be times when you will be required to work outside of the normal office hours.
Eligible to apply for hybrid/blended working.
3 days on site minimum after probation.

CONFIDENTIALITY: The post holder will have access to various types of records/information in the course of work.
Such records and information are strictly confidential and unless acting on the instruction of an authorised person, on no account must information concerning board meetings, board documentation, staff, service users or other service business or any other information acquired or learned while carrying out the office be divulged or discussed except in the performance of normal duty.
In addition, records may never be left in such a manner that unauthorised persons can obtain access to them and must be kept in safe custody when no longer required

JOB PURPOSE: The purpose of this role is to ensure there is a robust governance structure within SMH and carry out administrative duties assigned by the Chairperson and Board Members.
The role will also provide weekly administrative support to the office of the CEO, and as required to include cover for the EA to the CEO.
These duties are detailed as follows:

· Provides comprehensive corporate and administrative support and guidance to the Chairperson, Board of Directors, and CEO, using external expertise where necessary.

· Ensures that the Board's decisions and instructions are properly monitored, executed and reported.

· Ensures that St. Michael's House complies with all relevant statutory and regulatory requirements.

· Manages the collection, archiving and retrieval of documentation relating to aspects of governance on behalf of St. Michael's House Board.

· Weekly (minimum 1 day per week) additional administrative support to the Office of the CEO to include adherence to CEO email protocol, filing, minute-taking and other administrative duties as assigned according to the needs of the Office of the CEO.

· Additional support to other departments as assigned by the CEO.

Duties and Responsibilities: These duties are detailed in four main areas:

· Statutory duties.

· Duty of disclosure.

· Duty to exercise due care, skill and diligence, and

· Administrative duties.

Statutory Duties: The Company Secretary should ensure that the Board of Directors are made aware of their obligations and that the company complies with its obligations under the Companies Act 2014 and the Charities Act 2009 (Commencement) Order 2016.

Several duties are imposed on the Company Secretary by the Companies Act and the Charities Act.
They include:

Ensuring that statutory forms (Companies Act and Charities Act) for all group companies filed promptly. Signing the annual return with a director. Certifying that the financial statements attached to the annual return are true copies of the originals. Maintenance of statutory registers for subsidiaries and maintenance of related databases. Duty of Disclosure: The Company Secretary is obliged to disclose certain information for inclusion in the Register of Directors and Secretary's Interests.

The information that must be disclosed is: Name. Residential address. Date of birth. The Company Secretary of a company has a duty to notify the company in writing of any interest they have in shares or debentures of the company, or any other body corporate of the same group, as well as any purchases or sales of such shares or debentures.

Administrative Duties: In addition to the duties imposed specifically by statute, a Company Secretary may be allocated important administrative duties, as follows:

· Carry out annual audits to ensure St Michael's House are compliantwith Companies Act 2014 and the Charities Act 2009 (Commencement) Order 2016.

· Where gaps of non-compliance are identified, be accountable for the implementation of a plan of action.

· Lead out on and implement corporate projects as directed by the Chair and / or the CEO.

· Diary invites to directors and members of subcommittees for all meetings of the board and subcommittees respectively with notice and agenda agreed with relevant chair and CEO.

Keeping the company's minutes of board, board sub-committee and general meetings on behalf of the directors. Keeping, and making available for inspection, the company's registers on behalf of the directors, including the: Register of members. Register of directors and secretaries. Register of directors' and secretary's interests. Register of debenture holders. Changes of directors' and secretaries' details must be notified within 14 days. Ensuring that documents are filed with the Registrar of Companies within the prescribed time limits, such as the company's annual and other returns. Compliance with the Charities Governance Code and updating register of charities online. Providing the directors with corporate and administrative support. Ensuring that the board's decisions are properly communicated. Ensuring that the company's letterhead bears the appropriate details.
Every company's letterhead is required to bear the names of the directors and, where they are not Irish, their nationalities. The Company Secretary may also be empowered and/or authorised by the directors to, for example: Swear affidavits (legal documents). Sign cheques. Supervise incoming and outgoing mail. Coordination of annual Service Arrangement with the HSE. Coordination and annual submission of Annual Compliance Statement to the HSE Compliance Unit. Implement changes required by law which impact corporate governance procedures. General administrative and project assignments according to the needs and requirements of the CEO office. Provide all leave cover on site for EA to CEO. Garda Vetting: St Michael's House recognise its responsibilities under the National Vetting Bureau (Children and Vulnerable Persons) Act 2012-2016.This act applies to those employees who provide care for children and vulnerable adults.
St Michael's appointed liaison person will apply for vetting disclosure for new and current employees.

The post holder may be required to perform other duties as appropriate to the post, which may be assigned to him/her from time to time, and to contribute to the development of the post while in office.
This job description will be subject to review in the light of changing circumstances.
It is not intended to be exhaustive but should be regarded as providing guidelines within which individuals work Key Competencies: Competencies essential for the post of Company Secretary: Essential Qualifications · Relevant Third level qualification.

· Ongoing professional development.

Desirable Qualifications · Post graduate qualification in a relevant management/ business discipline.

· Membership of the Chartered Governance Institute (formerly ICSA).

or

· Post probation must be willing to work toward Membership of the Chartered Governance

Institute (formerly ICSA).

· Part - CGI qualification.

Essential Experience · Candidates must possess the requisite knowledge and skills necessary to discharge his or her

statutory and other corporate duties and such other duties as may be delegated to the secretary by the Chair and / or CEO.

· Commercially astute with a strong understanding of governance frameworks and how their

constituent elements combine to support delivery of sustainable performance in the best interests of the organisation and its stakeholders

· Proficient in MS packages e.g.
Word, Excel, Outlook, databases, SharePoint portals etc

· Previous experience of working with senior staff, and familiar with administrative procedures

commonly undertaken in the organisation

· Successful track record of delivering projects and the management of data.

Desirable Experience · Previous experience as a Company Secretary in a large and complex organisation.

Core Competencies: Quality Service · Monitors, maintains, and develops the quality of the role.

· Seeks opportunities and leads initiatives for improving service.

· Promotes a proficient and cost-effective service.

Planning & Organising · Plans with a vision for understanding the overall integration across different service areas and disciplines.

· Excellent awareness of how external factors impact on the duties of the role.

· Strategically plans objectives.

· Awareness of workload and pressures across directorates and acts appropriately to promote maximum delivery of duties and responsibilities

· Ensures both self and boards' time is utilised to meet key organisational objectives

Professionalism · Is an advocate for the service by consistently projecting a professional image.

· Ensure a respectful representation of the board.

· Act as a professional role model for others.

· Demonstrates and encourages a strong work ethic.

· Is transparent and acts with integrity.

· Espouses professional ethics and codes of practice.

Continuous Learning & Development · Leads continuous professional and personal development in support of vision /board/ Executive Management Team.

· Understands critical roles central to the board of the organisation

· Provides and supports learning opportunities where appropriate

· Uses professional bodies to improve knowledge and resources.

· Presents at industry seminars/conferences when appropriate.

Organisational Knowledge · Anticipates and manages impact of political environment on service

· Understands how different service areas and disciplines align with overall service.

· Excellent knowledge of organisational culture, key stakeholders, and internal dynamics.

· Keeps up to date on developing technologies and their likely impact.

· Balances available resources and implements a 'value for money' approach.

Innovation & Creativity · Supports an innovative and creative culture to meet organisational goals and objectives.

· Encourages and values new ideas, perceptions, and suggestions.

· Ability to see future trends and changes in opportunities and anticipates appropriate courses

of action.

· Works with internal & external resources, encouraging partnership on new ideas.

· Encourages diversity and inclusion in the creative process to generate highly innovative

solutions.

Leadership Potential · Understands the strategic vision and goals and clarifies what is required for the role of

Company Secretary.

· Inspires commitment and passion in others to accomplish objectives.

· Influences others through evidence-based reasoning aligned with strategic priorities.

· Challenges traditional assumptions and champions new initiatives.

· Demonstrates a high level of self-belief and credibility in all interactions.

· Can lead out on multiple projects simultaneously.

· Adapts leadership style to different situations and/or individuals to achieve optimum results

· Creates and fosters an environment where people are flexible and open to change.

Problem Solving & Decision Making · Thinks creatively and laterally

· Processes diverse information and can make well informed decisions during times of

uncertainty.

· Considers how full scope and impact of decisions effects the service financially.

· Anticipates Issues/opportunities and implements appropriate measures accordingly.

· Can examine complex information to identify root causes of problems issues.

· Breaks large problems down into smaller, more manageable sections.

· When providing solutions, is not restricted by convention.

Teamwork · Influence an environment where stakeholders work collaboratively and effectively in a spirit of

co-operation and mutual respect to maximise service delivery for service users.

· Embraces diversity and values a broad range of perspectives.

· Is inclusive of key stakeholders when making important decisions.

· Encourages consultation and collaboration.

Communication & Interpersonal Skills · Takes a strategic approach to communicating with the Board and EMT (through the CEO).

· Influences a culture of open communication to maintain a climate of trust and honesty.

· Adapts tone and pace of communications to reflect the needs of the individual and / or

situation.

· Maintain information networks relevant to role

· Adopts a range of communication techniques as appropriate to explain complex information.

· Skilfully mediates conflict situations creating win-win scenarios.

Terms and Conditions · Department of Health and Children salary scales will apply to this post – Clerical VII

· 30 days annual leave per annum

Selection Process How to Apply: All applications are to be made through the platform Rezoomo only.
All documents below must be received before the application is deemed complete.

1.
A comprehensive CV, detailing education, skills, career history, experience.

2.
A comprehensive cover letter/personal statement (i.e.
no more than 2 pages) outlining why

you wish to be considered for the post and where you believe your skills, experience and values meet the requirements of the position of Company Secretary for St. Michael's House

Closing Date: 5pm on the 6th of November 2024 Selection Process: The Selection Process may include:

· Shortlisting of candidates, based on the information contained in their application and assessment of competencies detailed in respect of the role.

· Competency based interview (face to face interview).

· Psychometric assessment and personality profiling.

· A presentation on a related topic may form the basis of a second stage interview process.

Informal enquires: For informal enquiries, or to arrange an informal conversation with the CEO, please contact: ******, Director of HR and Organisational Development.

Interview Dates: Interviews will take place on Thursday 21st November 2024.
There may be a second round of interviews (TBC).
The onus is on all applicants that are short listed for interview to ensure they are available for interview in person, as we cannot facilitate online interviews or change of interview dates for this post.

Please Note:

We endeavour to give as much notice as possible for interview dates etc.
Candidates should make themselves available in person on the date(s) specified by St. Michael's House.
Changes to interview dates cannot be facilitated for Executive positions.

References: It is the policy of St. Michael's House to collect three references, two of which must be from your most recent employments.
Please be assured that we will only collect the details and contact referees should you come under consideration and with your agreement.

Additional Information: Confidentiality: Subject to the provisions of the Freedom of Information Act, 2014 applications will be treated in strict confidence.
All enquires, applications and all aspects of the proceedings are treated as strictly confidential and are not disclosed to anyone, outside of those directly involved in that aspect of the process.
Certain items of information, not specific to any individual, are extracted from computer records for general statistical purposes.

GDPR: When your application is received, we will create a record in your name, which contains the personal information you have supplied to support your application.
This personal record is used solely for the purpose of processing your candidature and, should you be successful, certain information you provide will be maintained on file.
This information held is subject to the rights and obligations set out under The GDPR and Data Protection Act 2018.
To make a request under GDPR please submit your request in writing to:

The Data Protection Officer, St. Michael's House, Ballymun Road, Dublin 9.
****** Deeming of candidature to be withdrawn: Candidates who do not attend for interview or another test when and where required by St. Michael's House or who do not, when requested, furnish such evidence as is required regarding any matter relevant to their candidature, will have no further claim to consideration.

Feedback: Feedback will be provided on written request.

Candidates should note that canvassing will disqualify. St. Michael's House is an equal opportunities employer. Please apply through the rezoomo link :https://www.rezoomo.com/job/71659/