Senior Manager/Manager Corporate Governance & Compliance

ChildLife Foundation is looking for a seasoned Senior Manager or Manager to lead its Corporate Governance and Compliance functions. This role will be pivotal in managing the Foundation’s governance framework and ensuring strict adherence to statutory compliance requirements. The successful candidate will act as the primary liaison among the Board of Directors, Board Sub-Committees, Members, senior management, regulators, and internal departments. They will ensure that meetings, statutory records, regulatory filings, and governance activities are executed accurately and within set deadlines. A strong understanding of the Companies Act, 2017, Companies Regulations, 2024, Section 42 company requirements, SECP/eZfile compliance, and current corporate governance practices is essential.

Key Responsibilities

- Develop and maintain the annual corporate governance calendar, scheduling quarterly Board meetings, the Annual General Meeting (AGM), and multiple Board Sub-Committee meetings each year.
- Coordinate and convene meetings for the Board of Directors, AGM, and various Board Sub-Committees such as Audit, Human Resource, Executive, Investment & Endowment, Medical, Innovation, and Zakat Management.
- Liaise with the Chairman, Directors, Committee Chairs, and senior management to finalize meeting dates and availability.
- Prepare and distribute meeting notices, agendas, agenda notes, Board and Committee packs, resolutions, and supporting documents within prescribed timelines.
- Attend meetings to record accurate, concise, and legally compliant minutes and resolutions, clearly documenting approvals, discussions, directions, and action items.
- Maintain statutory minute books and governance records, ensuring timely circulation and finalization of minutes.
- Coordinate with Committee Chairs and management to prepare and circulate Committee minutes to the Board.
- Maintain a centralized Board and Committee Action Tracker to monitor decisions, responsible parties, deadlines, and progress.
- Proactively follow up with departments such as Finance, HR, Operations, Medical, IT, Quality, and Legal to ensure timely closure of Board and Committee action items.
- Obtain updates and presentations from action owners prior to meetings and present consolidated status reports on outstanding items.
- Monitor and ensure compliance with the Companies Act, 2017, Companies Regulations, 2024, Section 42 license conditions, Memorandum & Articles of Association, and other relevant corporate laws.
- Manage statutory filings and regulatory correspondence through SECP/eZfile and other regulatory portals.
- Maintain and update statutory registers, including those of members, directors/officers, and other prescribed records.
- Oversee statutory deadlines and maintain a comprehensive corporate compliance calendar.
- Coordinate statutory matters related to the appointment, election, or cessation of Directors, CEO, external auditors, and other officers.
- Ensure completion and maintenance of consents, declarations, fit-and-proper documentation, and regulatory records.
- Collaborate with external corporate/legal advisers and regulators on governance and compliance matters.
- Keep management informed of changes in corporate laws, SECP regulations, and governance requirements.
- Plan and coordinate the Foundation’s AGM and other general meetings, including preparation of notices, agendas, resolutions, attendance records, scripts, minutes, and statutory documentation.
- Maintain membership records and manage documentation related to Director elections.
- Ensure timely completion of AGM decisions and related statutory filings.

Required Qualifications

- Professional qualification or membership from The Institute of Corporate Secretaries of Pakistan (ICSP), ACCA, LLB/LLM, MBA, or other relevant certifications with corporate secretarial experience.
- Preferably 3 to 8 years of relevant experience, including hands-on Company Secretarial or Corporate Governance responsibilities within a reputable organization.
- Demonstrated experience managing Board, Board Committee, and AGM proceedings independently.
- Proficiency with SECP/eZfile filings and statutory corporate compliance.
- Strong working knowledge of the Companies Act, 2017 and Companies Regulations, 2024.
- Excellent command of professional English, with strong skills in drafting minutes, resolutions, notices, agenda papers, and governance documents.

Preferred Qualifications and Competencies

Experience with Section 42 companies, large non-profit organizations, public companies, healthcare organizations, or professionally governed corporate environments is advantageous. The ideal candidate will exhibit high integrity and confidentiality, meticulous attention to detail, sound governance judgment, excellent written communication, and disciplined deadline management. They should be confident in engaging professionally with Board members and senior leadership and demonstrate a proactive approach, especially in following up on Board decisions beyond merely recording minutes. Strong organizational skills and the ability to manage multiple priorities efficiently are essential for success in this role.