Duties & Responsibilities

1. Perform the duties and responsibilities of a Company Secretary as required by the Corporations Act (CA), the Company's Constitution, the Australian Stock Exchange (ASX) Listing Rules - as applicable - and any other relevant legislation or regulation

  • ensure that the Company complies with its statutory obligations under any relevant laws and regulations
  • statutory records
    • maintain registers
    • ensure requisite retention of documents and records
  • ensure completion and lodgement of statutory forms/returns and reporting under the CA, ASX and other relevant legislation/regulation, including
    • half-yearly and annual accounts
    • annual return
    • change in Directors, secretaries
  • ensure compliance with the 'continuous disclosure' requirements of the CA (if an unlisted Disclosing Entity) and the ASX Listing Rules (when applicable)
  • Board meetings
    • arrange/co-ordinate
    • set agenda
    • compile and circulate papers to Directors prior to meetings
    • take minutes
    • initiate and direct action to give practical effect to decisions
  • record (and advise ASIC/ASX where necessary) declarations/conflicts of interest of Directors, including in relation to securities held in the Company
  • have custody of the Common Seal and record usage
  • assist with/attend to signing of contracts and other documentation in connection with administrative matters
  • ensure adherence with the Company's Constitution
  • carry out other functions, if any, required of the Company Secretary by the Constitution
  • assist the Chairman and Directors in the conduct of meetings and their directorial and governance obligations and responsibilities

2. Carry out other duties related to the corporate administration of the Company

  • establish a timetable of corporate actions required during the year pursuant to CA (and ASX listing rules where applicable)
  • prepare a company secretarial report to the Board of Directors' meetings covering such areas as
    • share/shareholder statistics
    • disclosure reports/ASIC filings/ASX releases
    • Directors' interests
    • usage of Common Seal
    • changes in applicable laws/regulations
  • corporate governance
    • prepare charters for committees
    • write briefing papers
    • arrange meetings
    • take minutes
  • annual/half-yearly accounts
    • assist with compilation
    • provide information for Directors' Reports & Notes
    • ensure timely lodgement with ASIC/ASX
  • annual report
    • prepare sections covering ASIC/ASX requirements
    • generally assist with compilation
    • ensure timely lodgement with ASIC/ASX and arrange distribution to shareholders
  • general meetings
    • arrange AGM (and any other extraordinary general meetings)
    • give due notice
    • prepare agenda
    • compile briefing notes for Chairman to conduct meeting
    • manage proxy votes, corporate representatives
    • take minutes
  • guidance to Directors and management on various matters such as
    (to the extent not otherwise provided by professional advisers)
    • CA/ASX listing rules
    • trade practices/consumer laws
    • environmental matters
    • workplace, health and safety
    • employment laws
    • superannuation
    • insurance
    • accounting standards
  • prepare a corporate governance/policy manual for Directors/ management
  • maintain share/options registry (&/or liaison with external registry)
  • manage dividend payments
  • arrange issuance, allotment, notification under CA (and ASX listing where applicable) of shares & issues pursuant to option plans
  • shareholder relations/enquiries
  • assist with compilation and lodgement of quarterly and other periodic financial reports with the ASX
  • liaise with accountants, lawyers and other professional advisers in relation to various corporate matters
  • other matters as reasonably required by Directors from time to time