The Board Secretary has overall responsibility for a range of administrative, compliance and strategic functions to support the School’s Board of Governors in discharging their duties with regards to its legal company - German European School Singapore (Deutsche Europaeische Schule Singapur).
The Board Secretary will lead the Board Secretariat, and in close partnership with the Honorary Secretary of the Board, have responsibility for organising the secretariat, including the development of relevant competences of its members.
More specifically, the Board Secretary will be expected to:
Advisory
· Advise the Board on their roles and responsibilities, as well as the relevant statutory and regulatory requirements on corporate governance.
· Advise and support the Honorary Secretary in guiding the Board on matters of corporate governance in the context of current laws regulations.
· Advise and guide the Board in matters of litigation that may arise.
· Research and respond to the Board’s requests for information in a timely manner, enabling the full contribution of Members during Board meetings.
· Provide recommendations on Budget of the Board, to ensure that the Board and its members have the resources to fulfil their fiduciary duties.
Administration
· Define, in close collaboration with the relevant Chairperson, the relevant agenda of Board and Sub-Committees meetings, and with the Honorary Secretary for the Annual General Meeting (AGM), and Extraordinary General Meetings (EGM).
· Ensure accuracy and quality of minutes taken by the Board Secretariat at General meetings, Board meetings, and individual Sub-Committee meetings.
· Work closely with the Honorary Secretary, Sub-Committee Chairs, School Management, and key staff to prepare Sub-Committee agendas.
· Organise and attend Board of Governors’ and Sub-Committees’ meetings and statutory meetings such as AGMs and EGMs. Ensure that all meetings are conducted in accordance with the provisions of the Societies Act, Charity Act and the relevant Constitution.
· Ensure that Annual Returns, Audited Financial Statements, Annual Reports and Code of Governance Evaluation Checklists are prepared and filed, within the statutory deadlines required by the relevant Acts, to the respective authority Accounting and Corporate Regulatory Authority by Registry of Societies (ROS), Committee for Private Education (CPE), Charity Commission and Ministry of Education (MOE).
· Coordinate and organise Board of Governors’ events, onboarding of new Board of Governors, training opportunities, and any other related activities that involve the Board of Governors.
Compliance
· Ensure safe custody of:
The School’s Certificate of Incorporation, Constitution and Certificate of Registration with CPE.
· Ensure that the School complies with the requirements of the Constitution, Companies Act, Private Education Act and Regulations, Charities Act and German regulations, by maintaining a current knowledge of those regulations and related procedures.
· Organise and prepare the necessary applications and Board resolutions for the registration and de-registration of members of the Board of Governors and School Managers with ROS, Charity Council, CPE, MOE, Ministry of Manpower (MOM), as relevant, upon appointment and cessation of members. In addition, to lodge any changes of members’ particulars with the relevant authorities.
· To support the School in the lodgement of board-related applications to ROS, CPE, MOE, Charity Council, CorpPass and ZFA.
Support to Board and senior operational management of the School
· Assist the Board in reviewing and implementing good corporate governance practices within the School.
· Develop and review policies in relation to Governors professional relationships with each other and with the School, ie. Conflict of Interest Policy (COI), and coordinate COI declarations.
· Act as the bridge between Management and the Board, drawing on experience and expertise within the School to advise the Board and Board Sub-Committees.
· Support the Honorary Secretary in executing Board instructions and implement Board decisions.
· Monitor corporate governance developments and assist the Board in tailoring governance practices and the governance framework to meet the Board’s needs and expectations.
· Collaborate and develop strong relationships with all members of the School Management Team to identify and recommend prioritization of matters in the agenda for the Board and the Board Sub-Committees.
· Partner with the Board Development Sub-committee in designing the board induction and orientation process, as well as ensure the dissemination of all relevant onboarding documents needed throughout the early stages of board service, including Board Member familiarity with the Constitution, Bye Laws, the School’s work and governance practices.
Profile
In terms of the experiential and personal competencies required for the position, the Board Secretary should possess the following:
· Bachelor’s degree in Business Administration, Law or related.
· Qualified individual and member of the Chartered Secretaries Institute of Singapore (CSIS), especially individual with in-house corporate secretarial experience.
· Minimum 8 years of experience working in a Corporate Governance & Secretariat function. Prior experience working in a non-profit/charity sector or managing a company limited by guarantee is an advantage.
· Excellent knowledge of Singapore laws and corporate governance principles, including driving high quality governance standards, via credible and practical experience.
· Skills associated with being a Board Secretary - administration, records, minutes etc.
· Proven ability to work well with all levels of management, handle confidential and sensitive information, work independently and handle multiple and complex tasks.
· Good knowledge of the German language (level B1) would be an advantage.
· Excellent communication skills, intercultural and social skills.
