Board Secretary at African Population And Health Research Center (APHRC)

Duties/Responsibilities
The Board Secretary is expected to operate in line with the Board Charter and other relevant documents. S/he shall report to the Chair of the Board of Directors but administratively, to the Executive Director. 

Board Functions

• Assess and advise on corporate governance best practices, including training directors and members of the senior leadership team on corporate governance matters.
• Update the Board on pertinent issues and emerging trends relevant to the work of APHRC. Regularly advise Board and management on legal and regulatory issues.
• Guide the Board and ensure that mandatory procedures are followed. This 
• includes identifying matters that need Board decisions, declaration of conflict of interest and adoption of committee reports.
• Work with Management, the Board and its committees to prepare annual work plans and ensure their implementation. 
• Organize and convene regular and extraordinary general Board Meetings. This includes preparing the agenda for Board Meetings in consultation with the office of the Executive Director. 
• Coordinate and attend Board and Committee Meetings as Secretary to the Board.
• Take minutes of all Board and Committee meetings and ensure that the proceedings and resolutions of the Board are recorded accurately and circulated to the Board. 
• Track and report on the implementation of Board decisions and governance recommendations. 
• Ensure good flow of information within the Board and its committees.
• Ensure effective induction of new Board members and organize relevant Board development forums for Board members.
• Coordinate Board appointments and oversee their succession planning.
• Update and maintain the Board Members’ register.
• Develop and recommend updates to governance documents including Board policies and other governance instruments. Formulate and recommend updates to procedures to guide Board functions relevant to Board objectives.
• Ensure (light) Board and Board Committee assessments are conducted after every meeting.
• Facilitate comprehensive Board and governance assessments conducted every 3-5 years. Coordinate the implementation of recommendations from such assessments. 

Compliance Functions

• Assess and ensure compliance with Kenya’s Companies Act 2015, including preparing and ensuring timely filing of statutory returns with the registrar of companies.
• Support regional/country offices of APHRC in ensuring regulatory compliance.
• Support the internal Legal Officer in ensuring legal and regulatory compliance and the management of legal risks for APHRC.

Update statutory registers.

• Oversee and/or support compliance with institutional policies with legal 
• implications such as Data Protection and Safeguarding among others as may be identified from time to time. 
• Custodial Functions
• Act as the custodian of important Company documents, including: 
• Certificate of Incorporation.
• By-laws.
• Company Seal.
• Statutory registers of the Company.
• Maintain record of original minutes of the Board Meetings and Board Committee meetings.

Risk Management

• Contribute to the Risk Management function.
• Participate in risk identification and management. This will entail the support of 
• the units’ quarterly risk register preparation, fourth quarter consolidated risk register approved by the Board.
• Review of risk appetite statements.
• Review of risk management framework and the risk policy.

Qualifications, Skills, and Experience

• Bachelor of Laws. Master of Laws is preferred.
• Member of the Institute of Certified Public Secretaries of Kenya (ICPSK) in good standing.
• An advocate of the High Court with at least 10 years’ experience.
• Member of the Law Society of Kenya (LSK) with a current practicing certificate.
• An advocate with experience in corporate and commercial law.