Head of Corporate Governance

Job description:

Purpose of the Job

The Global Head of Corporate Governance is responsible for and oversees the overall corporate governance function in the organization and manages the company’s secretarial work for all subsidiaries of Aramex PJSC worldwide (“Subsidiaries”), , in addition to managing the relationship with and between the directors of Subsidiaries, management, and all other stakeholders.  Further, this role ensures that policies and procedures set out by and in coordination with the Group General Counsel are implemented for the company and all Subsidiaries.

Work with the General Counsel, Regional Legal Counsels, and Board Secretary of Aramex PJSC (where relevant), to:

• Oversee all corporate files of all Subsidiaries from an implementation perspective in accordance with the company’s strategy and direction as communicated by the Group General Counsel and in coordination with Regional Legal Counsels, external company secretaries, and PROs, including registration of new legal entities, drafting Memorandums and Articles of Associations, shareholders and board resolutions/minutes, transfer of shares, appointment/change of directors and officers, preparing PoAs, do all necessary filings in accordance with local laws and regulations.
• Act as an advisor on corporate files and transactions, including M&A transactions.
• Help manage Conflicts of Interest and Related Party transactions matters in accordance with Aramex PJSC’s corporate and governance policies and applicable laws and regulations.
• Manage a network of external company secretaries, and align them with the company’s policy and direction. Manage secretariat budget, including external company secretaries’ fees across the network and report the same to General Counsel.
• Ensure necessary signoffs are in place.
• Create and maintain a corporate calender for all Subsidiaries including agenda items for the year for the board and shareholders meetings of Subsidiaries, filing and compliance requirements, etc., in compliance with the subsidiary bylaws and corporate/constitutional documents, and applicable laws.
• Conduct and keep records of all minutes of meetings and general Board correspondence for all Subsidiaries in accordance with the corporate/constitutional documents on each Subsidiary.
• Entity Management: Create and maintain up-to-date corporate profiles for all Subsidiaries, handle and be responsible for proper archiving and filing of all corporate files and documents both physically and on a dedicated platform. Own, build, and manage Dilitrust platform (the company’s entity management platform).
• Recruit, manage, and retain a team of Secretaries and Corporate Governance Officers.  Assess the performance of the team and individuals and oversee their development of skills and abilities.
• Build the legal framework of corporate governance, and propose, draft, review, update and implement the company’s global governance policies for the company and all Subsidiaries, including complying with all applicable economic substance regulations. This includes the company’s global Authority Matrix, governance policy, and others.
• Report to the Group General Counsel, Regional Legal Counsels and members of the board of Subsidiaries on any changes in governance legislation or law, as necessary and helpful for the board’s ability to exercise its duties.
• Ensure boards are operating in full compliance with the local laws and regulations and provide the necessary training for directors.
• Serve as the point of contact for Regional Legal Counsels for all corporate matters and tasks.
• Provide the legal team, board members of subsidiaries and all other stakeholders will training sessions on governance as required by the Group General Counsel from time to time. 

• Bachelor’s degree in Law from a reputable university.  A Master’s degree in Law from the UK, the US, or Australia is a plus
• Qualified lawyer with a minimum of 8 years PQE experience in corporate law, corporate governance, and as company secretary
• Experience in leading and managing a group corporate governance function and subsidiaries secretarial work
• Experience in providing training to Board members and internal teams
• Experience with working on and managing Dilitrust (an entity management system/platform that helps organizations centralize, manage and effectively structure their corporate records)
• Proficiency in MS Office (Excel, Word, PowerPoint, and Outlook) and excellent presentation skills
• Excellent interpersonal, communication, and analytical skills.
• Previous experience in the Logistics and Transportation industry is preferred but not essential
• Excellent verbal and written communication skills in English and Arabic. French is a plus
• Approachable, team player, detail and results orients

• Building Outstanding Teams
• Setting a clear direction
• Simplification
• Collaborate & break silos
• Execution & Accountability
• Growth mindset
• Innovation
• Inclusion
• External focus

• Regulatory Compliance
• Strategic Thinking
• Cross-Functional Collaboration
• Stakeholder Management
• Leadership Skills
• Legal Expertise
• Analytical Skills
• Change Management
• Communication Skills
• Influencing Skills