The African Population and Health Research Center (APHRC) is an African-led and Africa-based international research institution headquartered in Nairobi, Kenya. APHRC conducts policy-relevant research on population, health, education, urbanization and related development issues in sub-Saharan Africa.

APHRC seeks to recruit a Board Secretary who will be responsible for managing and coordinating the Board’s affairs.

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.

  Additionally, he/she must have:

  • Good analytical and numeracy skills.
  • Excellent organization and time management skills.
  • Good communication/presentation skills.
  • Commercial awareness.
  • High integrity/ethics.
  • Meticulous attention to detail.
  • Discretion and diplomacy.
  • Ability to work independently, set priorities, juggle tasks and meet tight deadlines.
  • Excellent interpersonal and organizational skills and ability to work in a culturally diverse team.

  This position is classified under Nationally Recruited Positions (NRP), Grade II in our scales. The appointment is for a three- year term.

  Interested candidates are encouraged to apply through our recruitment portal https://aphrc.org/vacancies/  by July 21, 2023. Only shortlisted candidates will be contacted; shortlisted candidates will be required to have a Police Clearance Certificate. Cover letters should be addressed to:

  The Human Resources Officer

  African Population and Health Research Center, Inc

  APHRC Campus, Manga Close, off Kirawa Road, Kitisuru

  P. O Box 10787-GPO, Nairobi

  Website: www.aphrc.org

  APHRC is an equal opportunity employer and is committed to the protection of vulnerable persons

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