Our client, an established Group of Companies, is seeking to recruit a Legal Counsel, who will act as a first point of reference for legal oversight and to proactively facilitate the business of the Group’s subsidiaries by efficiently servicing the legal, corporate and other legal requirements, complying with group protocol and strategy.
- To provide support and advice to the Group’s Senior Management and members of the Board on the proceedings of the Boards during, and in-between, sessions.
- To organize Board meetings, set agendas and solutions to various substantive, procedural and organisational questions pertaining to the business of the Board.
- To discuss and coordinate preparations for Board meetings including documentation and resolutions, in liaison with the Group’s Senior Management.
- To ensure follow-up regarding resolutions and decisions of the Board.
- To contribute to other policy work on organisational governance, strategy and accountability issues.
- To draft and review outlines of reports and papers prepared for the Board and to check and advise on approach, key messages, operational implications and clarification of issues for information, consultation and decision, and advise Senior Management of issues arising.
- To handle all duties pertaining to the role of Company Secretary as outlined in the Malta’s Companies Act.
- To keep the minutes of each general meeting whether annual or extraordinary together with any board meetings carried out by the Directors.
- To furnish the information demanded such as the official receiver in the case of the winding up of the company or to the Registry of Companies in the event the Company is under investigation.
- To submit a variety of documents to the Registry of Companies such as Resolutions and Agreements, Accounts and Reports, Annual Returns, Notice of Appointment or Changes in Company Secretary or Directors, Return of Allotment of Shares and Statutory and Regulatory Compliance.
- To keep and maintain a register of members, a register of debentures and such other registers and records as may be required to keep by the Board of Directors.
- To ensure that all returns and other documents of the company are prepared and delivered in accordance with the requirements of the Companies Act.
- To ensure that proper Notice of the Meeting and Agenda are circulated within the notice period (as specified in the Articles of Association).
- To ensure that proxy forms and/or appointment of alternative director forms, if required, are sent to be received in original by the company or any other person up to forty-eight hours (or as stipulated in the M&A) before the meeting for the appointment to be effective and to be tabled at the meeting.
- To inform the Chairman whether a quorum for the meeting is present and ensures that the meeting proceeds in accordance with the Agenda of the meeting.
- To minute proceedings of the board, general and any other extraordinary meetings held, which are then kept in the company’s Minute Book and to record any resolutions put to vote.
- To ensure good governance throughout from inception up to the winding-up of the company.
- To act as an interface between the Board and Management and to communicate with external stakeholders, such as investors, and to act as a first point of contact for queries.
- To ensure that all returns and documents of the company are prepared and registered with MFSA and other regulatory entities within the requirements of the Act.
- Knowledge of the Maltese Companies Act and regulations.
- Knowledge of corporate governance methods.
- Excellent communication skills in both Maltese and English.
- A Degree level of Education in Law is essential . A University degree in any field will be considered an asset, as will any diplomas or certificates relating to company secretarial duties and related governance