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Company Secretary

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Come Work with Us! Global Infraco is a european platform for an open-ended international fund, pursuing infrastructure investments on long-term, mature international assets. Established more than 10 years ago in Luxembourg, the company is an International and multicultural fast-growing structure with subsidiaries in Spain, The Netherlands, Jersey and Hong Kong. The company is looking for a new Company Secretary who will manage/coach a team of Corporate Managers. The Company Secretary is responsible for supporting the Board and the governance process, providing advice and guidance to the Board on company law and the appropriate regulations, its own policies, and best practice in corporate governance. The Company Secretary acts as the principal legal and corporate governance officer. She/He provides advice and guidance to the Board of Directors on their obligations under the Company’s Memorandum and Articles Association / Constitution, company law, and other relevant laws and regulations. The Company Secretary oversees the Company’s day-to-day corporate administration and ensures specifically that the Company complies with the law and observes its own rules and policies. What will you do? 1. Oversees the implementation of Corporate Compliance The proper maintenance of Statutory Registers (Register of Directors, Register of UBOs, Minute Books etc) & Corporate Records. Filing of Statutory Returns. 2. Corporate Services Oversees the drafting of Shareholders’ decisions (AGM, EGM) and Board of Directors’ decisions in connection with quarterly Board meetings and ad hoc Board meetings (related to acquisitions, disposals, financial restructuring, capex, interim dividend distribution). 3. Board General Support The Company Secretary supports the Board in its role of guiding the Company’s strategic direction, driving its performance, and overseeing the activities of corporate management and the operation of the Company. Advises the Board on governance matters. Ensures directors have access to independent professional advice at the Company’s expenses. 4. Chair Support Supports the Board (Chair) in the performance of their duties. Prepares agendas of Board meetings in consultation with the Chairman. Attends Board meetings and is responsible for Board administration. Drafts and reviews various legal documents such as circular resolutions, minutes board meeting of managers/ shareholders, proxies, convening notices, etc. 5. Policy of Process Management Assists in the establishment of policies and procedures that the Board needs to function. Maintains annual update of terms of reference, organisation charts and other governance documents. Assists in the assessment of Company’s governance policies. Ensures Board procedures are complied with. 6. Cross-border transactions and local support The Company Secretary has an active role in supporting cross-border transactions. Oversees the work of the Company Secretarial team in: setting up international structures and maintaining oversight on the corporate administration of local and foreign subsidiaries. Assisting transaction teams on new acquisitions and disposals and on the ongoing management of assets (coordinating Board approval from a Luxembourg legal, tax, and regulatory perspective). Coordinating with lawyers and other parties, drafting and execution of necessary documentation. Assisting the accounting team to ensure funds are injected into Luxembourg and distributed out as necessary, supported with the relevant documentation of intercompany loan agreements, Board and Shareholders’ resolutions, and other corporate documents in place as needed. Facilitates answers to different requests from internal and external stakeholders in relation to corporate governance queries, KYC processes, AML, etc. 7. Leadership and Stakeholder Relationship Briefs the Board appropriately on new governance legislation, regulation, and any other government developments relevant to the Company. Leads and manages the Company Secretarial team: Ensures good communication, facilitates induction / training / employee mentoring and gen. professional development. Oversees all activities within the Co Sec team. Decides how to approach tasks and develop a plan to accomplish them. Distributes information to the team members. Determines the goals that the team members will work toward. What do you need to succeed? At least 10 years of similar experience as Head of Company Secretarial team or Corporate Compliance in the Fund Industry Long experience in specialised people management (direct and indirect) Master’s Degree in Legal or Business administration or equivalent Ability to work in a complex and agile environment as well as in a multicultural and international group Ability to develop and maintain healthy employee relations Friendly and supportive behaviour Excellent project management and organisational skills Extensive knowledge of new governance legislation Excellent management and leadership skills Good command of English (written and oral), French, Spanish, German or Dutch an asset. We offer! A friendly and motivating working atmosphere Attractive remuneration Lunch allowance Medical Coverage and Health Insurance Providence (Life and Personal Accident Insurance) Pension Discretionary Bonus 3 additional days off…

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