Company Secretary

at  St Michaels House

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.

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:

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.

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.

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.

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.

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.

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

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 thei