Overview
Non-Executive Director - Company Secretary. Published on: 1 August 2025. Type Permanent. Industry Third Sector. Location Belfast.
Description
The Company Secretary plays a critical role in ensuring the identification and efficient implementation of Praxis Care's corporate governance framework to ensure:
* the charity meets statutory and regulatory requirements,
* implementation of decisions made by the Board of Directors.
The Company Secretary acts as the source for Board Governance matters and together with the Chair, CEO and Senior Leadership Team, the role holder ensures implementation of Praxis Care's governance framework.
Board Support
* Advise the Board on governance matters and ensure compliance with statutory and corporate regulatory requirements across the jurisdictions in which Praxis operates.
* Organise and prepare the agenda for Praxis Care Annual General Meetings (AGMs) and any Extraordinary General Meetings (EGMs) in line with the organisation's governing document and its procedures.
* Give oversight to all governance registration matters - including registers of Members, Directors with Companies House and Charity Regulators (currently organised by Deputy Company Secretary) and annual reporting.
* Manage the Board succession process. This includes co-ordinating the skills audit and arranging the process to recruit and appoint future Board Members.
* Ensuring effective induction is delivered for all new Board Members. Ensuring the annual conflict of interest and code of conduct renewal is completed. Dealing with issues of non-completion of these renewals.
* Ensuring effective and relevant Board and Subcommittee terms of reference are in place, with the annual review of their TORs delivered.
* Assessing the Board and its Subcommittees are working effectively.
* Co-ordinating the three yearly board effectiveness assessment process.
* Co-ordinating with the Board Chair the annual Board Member performance review process.
* Ensuring that the Board are aware of the requirements to comply with the relevant codes such as the charity's Code of Conduct and the Charities Governance Code.
* Ensuring that any correspondence for the Board is brought to the attention of the board. Ensure compliance with the organisation's governing document.
Records Management
* Ensure corporate records, including registers of Directors / Members, meeting minutes, resolutions, and formal correspondence are appropriately maintained and retained.
* Oversee the preparation and distribution of annual reports, proxy statements, and other governance documents.
Governance Advice and Guidance
* Guiding the Deputy Company Secretary on all governance matters, including sourcing of legal advice for the Board as necessary.
* Ensuring all Board Meetings are quorate and compliant with its own agreed procedures (as outlined in the Memorandum and Articles, Board TOR etc).
The secretary may delegate some or all these duties, but responsibility remains with the secretary.
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