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Targeting:

Position Title: Company Secretary

Reports to: Board of Directors (via the Chair) and Chief Executive Officer (CEO)

Organisation Type: Not-for-profit public company limited by guarantee.

Purpose of the Role

The Company Secretary is responsible for ensuring the organisation complies with its legal and regulatory obligations as a company limited by guarantee under the Corporations Act 2001. The role supports the Board to operate effectively, promotes best-practice governance, and ensures accountability to members, regulators, and the communities served in advancing sexual and reproductive health and rights.

Key Responsibilities

1. Statutory and Regulatory Compliance

• Ensure compliance with all obligations under the Corporations Act 2001, including:
  • Maintaining relevant company details with Australian Securities and Investments Commission (ASIC)
  • Lodgement of required ASIC notifications on an event basis (e.g. changes to directors, company secretary, registered office, constitution or company details)
• Ensure compliance with obligations to the Australian Charities and Not-for-profits Commission (ACNC) including:
  • Annual Information Statements
  • Ongoing charity compliance and governance standards.
• Maintain statutory registers, including:
  • Register of members
  • Register of directors
• Monitor and ensure compliance with other relevant legislation and regulatory requirements (e.g. privacy, fundraising, workplace law).

2. Board and Governance Support

• Act as principal advisor to the Board on governance matters and directors’ duties under the Corporations Act 2001.
• Coordinate Board and Committee meetings, including:
  • Preparing agendas in consultation with the Chair and CEO
  • Distributing Board papers in a timely manner
  • Attending meetings and taking accurate minutes.
• Ensure Board decisions are properly recorded and actioned.
• Maintain and regularly review governance documents, including:
  • Constitution
  • Board and Committee charters
  • Governance policies and frameworks.

3. Directors’ Duties and Ethical Governance

• Support Directors to meet their legal and fiduciary duties, including:
  • Acting with care and diligence
  • Acting in good faith in the best interests of the organisation
  • Avoiding improper use of position or information
  • Managing conflicts of interest.
• Maintain a conflicts of interest register and ensure disclosures are managed appropriately.
• Promote governance practices consistent with the organisation’s values, including equity, inclusion, and rights-based approaches to sexual and reproductive health.

4. Member and AGM Administration

• Manage member records and communications.
• Ensure compliance with member rights and processes under the Constitution and the Corporations Act 2001.
  • Coordinate the Annual General Meeting (AGM), including:
  • Notice of meeting
  • Proxy management
  • Meeting documentation
  • Minutes and resolutions.
• Ensure special resolutions and constitutional changes are properly documented and lodged with ACNC and/or ASIC as required.

5. Audit, Risk and Assurance

• Support the Board in overseeing risk management systems and compliance frameworks.
• Assist with coordination of internal and external audits, as required.
• Monitor governance risks and regulatory changes, advising the Board and CEO accordingly.

6. Secretariat and Records Management

• Maintain accurate and secure corporate records and governance documentation.
• Ensure proper document control, retention and information management practices.
• Manage execution and safe custody of legal documents, including deeds and contracts.

Key Accountabilities

• Full compliance with statutory obligations under the Corporations Act 2001 and ACNC requirements.
• Effective and efficient operation of the Board and its Committees.
• Accuracy and integrity of corporate records and statutory registers.
• Timely and compliant regulatory and member reporting.
• Strong governance culture aligned with organisational values and purpose.

Selection Criteria

Essential

• Demonstrated experience as a Company Secretary or in a senior governance role within a company limited by guarantee or similar not for profit structure.
• Strong working knowledge of the Corporations Act 2001 and not-for-profit governance.
• Experience liaising with Australian Securities and Investments Commission and/or Australian Charities and Not-for-profits Commission.
• Proven experience supporting Boards and Committees.
• Excellent written communication and minute-taking skills.
• High level of discretion, integrity, and attention to detail.

Desirable

• Experience in health, community services, or advocacy sectors.
• Understanding of sexual and reproductive health and rights frameworks.
• Relevant qualifications (e.g. Governance Institute of Australia, legal or governance training i.e.. Graduate of AICD Course).
• Experience supporting organisations operating across multi-jurisdictions.

Capabilities and Attributes

• Strong alignment with the organisation’s mission and values.
• Sound judgement and ability to provide independent, strategic advice.
• High-level organisational and time management skills.
• Ability to manage sensitive information and complex stakeholder relationships.
• Commitment to diversity, inclusion, equity and cultural safety.

Key Relationships

• Board Chair and Directors
• Board Committees i.e. Finance, Audit and Risk
• Chief Executive Officer
• External regulators (e.g. Australian Securities and Investments Commission, Australian Charities and Not-for-profits Commission)
• Legal and audit advisors
• Members and key stakeholders.

Additional Requirements

• Understanding of the governance and regulatory framework for ACNC registered charities that are public companies limited by guarantee.
• Capacity to support a national organisation operating across multiple jurisdictions.
• Compliance with organisational policies, including confidentiality and conflict of interest.