Reports to:

Group Director, Governance and Strategy

Position Purpose

To lead and deliver the organisation’s company secretarial function and provide legal services and advice to senior management.

The opportunity:

Emerge Aotearoa is a large and dynamic for-purpose organization delivering a broad range of health and social services across the motu.

This is a newly scoped role offering tremendous personal and career growth opportunities for the right candidate. The initial focus is to deliver and enhance corporate governance practices and processes, while also establishing and growing the organisation’s first in-house legal function.

As a key member of the newly-established Governance and Strategy directorate you will be at the heart of the strategic growth and development of the organization as it seeks to influence better outcomes for disadvantaged communities in partnership with Government and partner organisations.

Key Internal Relationships

Key External Relationships

Internal:

• Boards and Committees
• Group Executive Team
• Corporate Affairs Team

External:

• External legal counsel

Delegations:

Direct reports:

Operating expenditure: as per Delegated Authorities Policy

Total budget responsibility: as per Delegated Authorities Policy

Scope or role: Groupwide, national role

Number of staff reporting: 0

Company Secretary

The Company Secretary is responsible for providing support to Emerge Aotearoa Group’s five Boards and Standing Committees. The role holder will

• Undertake Board Secretariat functions for the Emerge Aotearoa Group and all wholly/majority owned subsidiaries.
• Plan the annual calendar and Board timetables; prepare agendas and arrange all Board meetings.
• Maintain and oversee Board and Committee annual work plans.
• Review/quality control Board and Committee papers; set up and publish papers using the Diligent Boards portal.
• Prepare Board/committee papers and recommendations as required.
• Attend all formal Board and Committee meetings, take minutes, ensure procedures are appropriately observed, prepare and circulate formal minutes.
• Oversee all Board logistics including Board-member travel and accommodation, venue bookings and catering.
• Provide leadership and continual process enhancements to achieve effective and efficient corporate governance practices.
• Provide advice to the Board in relation to fiduciary, constitutional, regulatory and corporate governance requirements to ensure all obligations are met.
• Ensure the Emerge Aotearoa Group behaves with integrity and meets their governance obligations in accordance with the relevant statutory/regulatory requirements, constitutional framework, relevant delegated authorities, policies and codes of practice.
• Support Board succession planning, recruitment and/or Expressions of Interest processes and Board observer roles.
• Facilitate the onboarding for new Directors/Trustees, Letters of Appointment and Deeds of Access and Indemnity.
• Facilitate the approval / signing of written resolutions and legal documents by Board members.
• Contribute to the production of key documents such as the Group Annual Report and Statement of Service Performance.
• Management of all governance costs including payment of all Director/Trustee fees and expenses.
• Support periodic Board review processes, professional development and remuneration reviews.
• Maintain relevant and up to date website content related to the Board.
• Provide / arrange legal advice (internal or external) to the Boards on governance matters.
• Communicate and co-ordinate the execution of the Board(s) decisions in a timely manner.
• Maintain official internal records of all Board documentation and all external statutory registers, including filing all necessary documents with regulators.
• Track and follow up on actions arising from Board and Committee meetings, ensuring Board decisions are carried out and identifying any matters requiring Board(s) attention.
• Oversee the administration of Directors and Officers liability insurance to the group by external provider(s). Maintain a central register of all group insurances and support annual renewal declarations and processes as required.

Legal Counsel

• Provide advice and support in a range of areas including contractual and regulatory compliance, strategic partnering and influencing activities, dispute resolution and legal risk management.
• Review commercial contracts and leases ensuring compliance with legal requirements and organisation objectives.
• Develop / maintain a strong understanding of the legal and regulatory frameworks relevant to each of the Group’s legal entities and the services they deliver.
• Support and advise the organisation’s privacy officers in all aspects of Privacy Act compliance
• Support the business as required in areas like coronial inquests, Health and Disability Commission inquiries and interactions with Police investigations.
• Work collaboratively with external legal counsel.

Valuing diversity and difference

• Ensures that the support provided is culturally appropriate.
• Shows a genuine interest and understanding of the diversity of backgrounds of stakeholders.
• Is aware of the resources available when working with people of different cultures.
• Uses language that is non stigmatising or discriminatory.

Health, safety and wellbeing

• Understands and complies with organisational Health & Safety policies and practices
• Identifies and escalates any workplace hazards and risks to the direct line manager.
• Proactively manages own wellbeing.

Personal development

• Informs line manager of development requirements and has an active development plan in place.

• Attends orientation and any core training required for the role.

It is essential that the person in the role operates in a manner which displays:

• An unequivocal commitment to respecting the rights and supporting those in distress
• A willingness to develop, coach and support staff to ensure their skill/knowledge base continues to grow
• A genuine commitment to our values and embraces our culture specifically our commitment to Māori and Pacific

Behavioral competences

Competency

Behaviour

Action Oriented

Completes objectives assigned within required timeframe and to a high standard. Accepts responsibility for own work and actions. Strives to achieve positive outcomes for all stakeholders

Values diversity and differences

Appreciating the strengths, insights and ideas of people. Strive to uphold the rights of individuals. Uses strategies to challenge stigma and discrimination..

Right relationships

Can effectively build and maintain positive working relationships with colleagues and external stakeholders.

Experience, knowledge and qualifications

Essential

• Bachelor’s Degree in Law
• 4-7 years of experience practicing law, ideally in a relevant organisation/sector
• Strong knowledge of corporate governance practices and experience working in a company secretary capacity/context
• Strong understanding of New Zealand’s legal system, regulations and compliance standards, with the ability to apply this knowledge in a business context
• Strong communication and interpersonal skills

Desirable

• Hands-on administration experience with Diligent Boards or a similar board portal system