Corporate Governance Officer (CGO)

The Corporate Governance Officer Role

The CGO is responsible for overseeing the planning, organizing, implementing and evaluation of best practice corporate governance processes and procedures in line with Group expectations. This is done through coordinating several functional deliverables, coordinating various corporate governance activities and giving operational level support. This is to ensure that GroFin goals are met.

Accountabilities and Responsibilities

Ensure that GroFin maintains high standards of corporate governance, through the following:

Traditional company secretarial duties:
→ Board/Committee administration & coordination:

• Collate and distribute Meeting Packs
• Proper logistics management of meetings
• Draft and submit Board / Committee meeting minutes on time.
• Draft relevant Board / Committee resolutions.

→ Properly maintained books and registers of all Group and Fund entities as required under the provisions of relevant company/entity laws.

→ All matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory share register have been carried out

→ Effective flow of information between board, committees and management

→ Providing strategic corporate governance advice

→ Keeping up to date with any regulatory or statutory changes and policies that might affect the organization, ensuring that policies are up to date and are approved and providing support to the board or other committees on specific projects

→ Assist with company insurance policies

→ Overseeing general file management and performing other record-keeping functions pertaining to the maintenance and administration of various company information

→ Ground Level Governance including implementation and evaluation of best ground level governance, office administration, processes, policies and procedures in line with the Company’s framework

→ Implementation and monitoring of approved policies, standards and procedures

→ Support the Compliance Due Diligence exercises in relation to Investors requests.

→ Company Secretarial functions including statutory across the Group Ensure that Fund and Fund Manager’s entities follow AML, Compliance regulatory and Investors requirements. Assures that all appropriate local regulations and investors’ compliance requirements are followed, and provides consultative services to internal staff, stakeholders, and regulatory bodies, as necessary.

→ Prepares regulatory compliance reports for management as and when required

→ Maintenance of Statutory Registers

→ Conduct KYC and due diligence reviews as and when required

→ Liaise with Authorities and Auditors.

→ Act as Deputy MLRO/ Deputy CO

→ Act as Data Protection (DP) Officer where applicable and overlook DP requirements and compliance to DP regulations in the jurisdictions applicable

Governance Frameworks and Schedules:
→ Keep updated Governance Frameworks and Schedules for all GroFin funds, programs and legal entities (entities), that put in place a system of structures, rights, duties, and obligations by which all the entities are directed and controlled.

→ Up-to-date Governance Frameworks and Schedules for all GroFin funds, programs and entities

→ Complete Governance Frameworks and Schedules that include all the relevant agreements and regulatory requirements (for example fund agreements, management agreements, side letters, local company law, etc.)

→ A clear understanding from all GroFin Functions of their roles and responsibilities regarding the Frameworks

Coordinate the Group rhythm via a Combined Group Governance Calendar:
→ Maintain and continuously update a 12-month rolling Combined Group Governance Calendar that covers strategic planning, annual and regular committee and board meetings, and timely submissions of entity-related documentation. Monitor and report periodically on adherence to the Calendar by all relevant Functions.

→ Up-to-date Combined Group Governance Calendar, maintained on a rolling 12-month basis

→ Complete Combined Group Governance Calendar that includes all the relevant roles, responsibilities, actions and due dates for all GroFin entities

→ A clear understanding of all GroFin Functions of their roles and responsibilities regarding the Combined Group Governance Calendar

→ A Combined Group Governance Calendar that is continuously monitored for compliance, and any deviations reported periodically

Group Policies Framework:
→ Only the latest versions of policies, standards and procedure manuals are uploaded and available on intranet

→ A system is in place to continuously record and keep track of all approved policy documents

Ensure Entity Compliance:
→ Articulate the principles that guide entity compliance. Ensure that all legal, statutory and filing requirements are submitted on time with an objective of zero fines/penalties for non-compliance with statutory and filing requirements. Establish standardised procedures to ensure that we comply with all entity requirements. Provide a comprehensive, single point of reference for information relating to entity compliance.

→ Standardised procedures ensure that all legal, statutory and filing requirements are met in time.

→ A Schedule that is continuously monitored for compliance, and any deviations reported periodically

Required experience, qualifications and skills
→ Fluent in English and French

→ Previous company secretarial/paralegal experience preferred with at least 3 years of relevant experience working in a Company Administration/ Management Company and/or AML/CTF regulations.

→ Good knowledge of regulatory requirements including those of the Companies Act 2001, AML/CFT Regulations, Financial Reporting Act and the Code of Corporate Governance of Mauritius

→ In process of being ICSA certified (preferred)

→ Good administrative skills, with an eye for detail

→ Communicates clearly, succinctly and correctly

→ Communicates (orally and written) in a well-structured and logical way

→ Excellent organisation and time management

→ Pro-activity and ability to take initiatives

→ Works in a systematic, methodical and orderly way

→ Interpersonal skills and the right attitude to work with different people from different cultures

→ Strong MS skills, especially Word, Excel and PowerPoint skills