Corporate Secretary

Key and Critical Responsibilities

<ul><li>Ensures that the Board of Directors and its Committees are provided with timely, accurate and appropriate information, advice and resources to support the effective discharge of their fiduciary, statutory and governance responsibilities.</li><li><span style="letter-spacing: 0.4px;">Acts as the principal point of coordination between the Board, its Committees, Management and Shareholders on matters relating to Board and corporate governance activities.</span></li><li><span style="letter-spacing: 0.4px;">Liaises with the Chief Executive Officer and Management to facilitate the implementation and communication of Board decisions, while maintaining the appropriate distinction between Board oversight and executive management responsibilities.</span></li><li><span style="letter-spacing: 0.4px;">Develops and maintains the annual Board and Committee calendar and coordinates the scheduling of meetings.</span></li><li><span style="letter-spacing: 0.4px;">Prepares and issues notices, agendas, Board papers, resolutions and other requisite documentation for meetings of the Board, Board Committees and Shareholders in accordance with applicable legislation, the Company's By-Laws and established governance practices.</span></li><li><span style="letter-spacing: 0.4px;">Attends Board and Sub-Committee Meetings and provides effective secretariat support. </span></li><li><span style="letter-spacing: 0.4px;">Ensures the accurate timely and confidential recording, preparation, circulation and approval of minutes and resolutions of the Board Committees and Shareholders.</span></li><li><span style="letter-spacing: 0.4px;">Ensures safekeeping and maintenance of minutes, decisions, resolution and related documentation of all Board and Sub-Committee meetings.</span></li><li>Ensures compliance with all statutory obligations of the Company under the Companies Act e.g. Annual Returns, Notice of Directors, Notice of Change of Address, VAT Returns, Business Levy and Green Fund, Audit of Accounts, holding Annual Meetings, etc.</li><li>Reviews Board Notes, Board papers and other submissions for completeness, governance implications and compliance with applicable requirements and advises the Board accordingly.</li><li>Custodian of the Company's Seal, By Laws, Corporate Documents and Policies. </li><li>Ensures appropriate systems and controls are maintained for the confidentiality, security, retrieval and retention of corporate records.</li><li>Coordinates the preparation and distribution of proxy forms and other documents/communication required for Shareholder meetings, resolutions and decisions.</li><li>Facilitates the execution, certification and delivery of corporate documents and instruments as authorized.</li><li>Advises the Board, Board Committees and Officers on current corporate governance principles, statutory duties, regulatory requirements and emerging governance matters.</li><li>Reviews the Company's governance framework, policies, procedures, By-Laws and related instruments and recommends amendments or improvements to the Board as appropriate.</li><li>Supports the induction, orientation and continuing education of Directors and Officers to ensure that they understand their roles, responsibilities, fiduciary duties and applicable governance requirements.</li><li>Coordinates or facilitates Board evaluations, governance reviews and other activities designed to strengthen Board effectiveness, where applicable.</li><li>Provides guidance on matters relating to conflicts of interest, declarations, related-party matters and other governance issues within the scope of the Office of the Corporate Secretary.</li><li>Coordinates the preparation and timely filing of statutory returns, notices, declarations and other prescribed documents with the relevant authorities.</li><li>Ensures that statutory records and corporate registers are accurate, current and maintained in accordance with applicable requirements.</li><li>Ensures the proper maintenance of the Company's share register, register of Directors and Officers, registers of interests and other statutory and corporate registers, as applicable.</li><li>Coordinates statutory requirements relating to Annual General Meetings and other meetings required under applicable legislation.</li><li>Ensures the timely preparation and submission of the Company's Annual Report and other statutory or governance reports.</li><li>Monitors applicable obligations relating to taxation, statutory levies, regulatory filings, audits and other corporate compliance requirements, in coordination with the relevant internal functions and external advisors.</li><li>Performs any other duties and responsibilities that are reasonably related to the Office of the Corporate Secretary and as may be assigned or directed by the Board of Directors, consistent with applicable law and the Company's governance framework.</li></ul>