Corporate Secretary (m/f/d)

Job Description

The Corporate Secretary will be responsible for ensuring the efficient functioning of the Administrative Board, and the Managing Directors, as well as for supporting management in corporate governance matters. This role will involve a wide range of administrative, legal, and regulatory tasks to facilitate corporate compliance and effective decision-making.

YOUR RESPONSIBILITIES:

 Administrative Board Support:

• Coordinate and schedule Corporate Calendar along with each Board meeting.
• Coordinate agenda of each board meeting with other departments, the managing directors, and the Chairman of the Administrative Board.
• Setup polls in Loomion in case of actions by written consent.
• Coordinate and collect supporting materials of all agenda items (e.g., periodic finance updates, compliance reports, risk management reports) and distribute to all members of Administrative Board prior to meeting.
• Liaise with Directors to address any queries or concerns related to meetings or governance matters.
• Participate in meetings
• Paper draft minutes of resolutions; coordinate draft minutes with the Chairman and receive signature.
• Collect signatures and maintain accurate records of resolutions.
• Main overview of resolutions and continuously follow-up with various departments as to status of approved projects.
• Support Finance Team in putting together the “Report of the Administrative Board” for the annual report.

Support of Managing Directors

• Collaborate with internal stakeholders to ensure high quality of Decision Papers, i.e., coordinate, review, and manage alignment process with all departments.
• Setup polls in Loomion in case of actions by written consent.
• Monitor approval requirements under Tether Loan.
• Paper draft minutes of resolutions; coordinate draft minutes with the AT, RKS and RH, and receive signature.
• Maintain accurate records of resolutions.

Corporate Governance:

• Manage and update Authority Matrix, as necessary.
• Respond to queries from the entire organisation RE questions of approval authority and of signing authority.
• Stay updated on corporate governance best practices and regulatory requirements.
• Assist in the development and implementation of corporate governance policies and procedures (e.g., Authority Matrix).
• Ensure compliance with applicable laws, regulations, and corporate governance guidelines (latest legal and compliance considerations, potential liabilities surrounding EU regulations, e.g., Corporate Sustainability Reporting Directive).
• Organize, and implement trainings for ND employees re Authority Matrix.

Corporate Record Keeping:

• Maintain corporate records, including articles of incorporation, bylaws, and shareholder agreements.
• Manage and update the corporate minute book and other legal documents.
• Facilitate the execution and documentation of corporate transactions, such as mergers, acquisitions, and corporate filings.
• Ensure in cooperation with contract management team that executed documents are properly filed internally [for record keeping, audit preparation etc.]

Support of Finance Department:

• Coordinate and assist in drafting and filing regulatory documents.
• Support preparation of Annual Financial Statements: Provide details of board meetings, capital measures and corporate governance; draft various documents (disputes list, overview of director changes, group company chart, group entities list, etc.)
• Review and sign off on dedicated sections of the annual report; provide IR with all necessary information.
• Regular meetings with Finance to respond to questions from auditor.

Shareholder Relations & AGM:

• Serve as a point of contact for shareholder inquiries and communications.
• Manage and prepare the all shareholders’ meetings, in particular the AGM; lead Back Office during Q&A
• Maintain shareholder records and assist with shareholder communications.
• Continuously update and maintain Northern Data AG’s Cap Table

Capital Markets Compliance:

• Manage all documentation necessary for insider projects (insider lists, draft-delay-of disclosure board resolutions, etc.)
• Manage all documentation necessary for directors’ dealings
• Single point of contact for any inquiries of regulator (BaFin)