وظيفة نائب رئيس مساعد - حوكمة الشركات / سكرتير مجلس الإدارة لدى First Abu Dhabi Bank في الرياض

JOB PURPOSE:

The AVP - Corporate Governance & Board Secretary is responsible for supporting the Board and its Committees, performing the Board secretariat function and maintaining the Corporate Governance Policy of FAB Capital KSA, while ensuring compliance with applicable governance and regulatory requirements. The role acts as Board Secretary to the Board and its Committees and serves as a trusted governance adviser to the Chair, Board Members and Senior Management.

The role reports directly to the Chief Executive Officer of FAB Capital KSA and has a functional reporting line to the Group Head of Corporate Governance, FAB Group, to ensure alignment with Group Corporate Governance standards and practices.

The role is responsible for maintaining effective governance processes, supporting Board decision-making, facilitating regulatory compliance and ensuring that governance arrangements remain aligned with applicable legal and regulatory requirements, Group requirements and best practice.

KEY ACCOUNTABILITIES:

Generic accountabilities

• Support the CEO, FAB Capital KSA and Group Head of Corporate Governance, FAB Group , in maintaining an effective governance framework for FAB Capital KSA.
• Provide quality control and oversight of the management committee structure and undertake projects and initiatives, as directed, to support an effective governance framework.
• Prepare the Company’s Corporate Governance disclosures and Annual CG Report to meet the highest international standards and conduct the research necessary to benchmark them against peers.
• Review and update training materials that support Corporate Governance’s continuing education programme for executive and Senior Management.
• Prepare initial drafts of the tasks to be documented in the Corporate Governance Operations Manual.
• Provide Corporate Governance support for special projects undertaken by the Group, such as strategic entry into new markets.
• Provide governance support for corporate transactions, new activities, regulatory reviews, audits and special projects affecting FAB Capital KSA, including governance gap analysis, approval mapping and implementation tracking.
• Maintain accurate, current and approved governance content across FAB Capital KSA’s website, intranet and other external and internal channels, including Board and Committee information and required disclosures, and ensure that updates are made promptly following relevant changes and reviewed at least annually.
• Assist Group Corporate Governance - International & Subsidiaries in achieving the following:
• Oversee the administration of reporting arrangements for international partners.
• Provide support in relation to corporate transactions involving local and international entities, such as dissolutions, name changes, changes of directors and amendments to articles of association.
• Roll out, review, update and maintain the Corporate Governance Policy across the entity.
• Support governance-related engagement with applicable regulators and ensure compliance with governance obligations applicable to FAB Capital KSA.

Coordinate, through the relevant Legal, Compliance and regulatory liaison functions, the monitoring and assessment of changes to applicable Saudi laws, regulations and

• governance requirements, and recommend corresponding updates to the Board, Board Committee and entity governance arrangements.
• Support the preparation, review and timely submission of governance-related regulatory disclosures, reports and notifications applicable to FAB Capital KSA, maintaining appropriate evidence and records of submission.
• Perform periodic benchmarking and gap assessments of FAB Capital KSA governance arrangements against applicable regulatory requirements, Group standards and relevant good practice, and track agreed remediation actions to closure.
• Provide Quarterly Returns data with the supported documentation as requested by the Group Corporate Governance.

Specific accountabilities

• Prepare and act as the business contact for Powers of Attorney and other delegation of authorities.
• Provide the necessary support to the business in updating the records of FAB debt programmes (i.e. EMTN and Samurai) annually.
• Conduct an annual review of the corporate records for the Company’s branches.
• Maintain and update on a quarterly basis the Group Management Committee Structure and the Company’s Entity Organization Chart.
• Act as the first point of contact for corporate governance queries submitted to CorpGov@fabcapital.com.
• Coordinate quarterly reports to the Group Risk Committee.
• Collate quarterly reports from international partners and arrange quarterly calls.
• Administer the annual self-assessment questionnaires for the Board, Board Committees and Management Committees.
• Support the implementation and oversight of corporate governance policies, charters, and frameworks.
• Support the Head of Compliance in the execution of day-to-day compliance activities, regulatory reporting, regulatory engagement and operation of applicable regulatory systems, including dual-checker approvals and validations where required under approved processes.
• Act as the designated backup for the Head of Compliance during periods of absence, ensuring continuity of regulatory obligations, compliance reporting, regulatory system approvals and related control activities, in accordance with approved authorities, system access rights and segregation of duties requirements.
• Coordinate the periodic review of the FAB Capital KSA Corporate Governance Framework, governance policies, Board and Board Committee charters, Directors Code of Conduct and other governance instruments, ensuring that approvals, version control and implementation records are maintained.
• Provide governance oversight and advice on entity-level policies submitted to the Board or Board Committees, including confirmation of the appropriate approval authority, review cycle and alignment with Group requirements.
• Maintain a Corporate Governance Operations Manual, Board and Committee annual work plans, standard templates and procedural guidance, and update them to reflect regulatory, organizational and process changes.
• Ensure that meeting notices, agendas and supporting materials are prepared and circulated within the timeframes required by applicable law, regulation, the Articles of Association and the relevant charter.
• Confirm, in coordination with the Chair and relevant functions, meeting quorum, attendance, conflicts of interest, recusals and voting requirements, and ensure that these matters are accurately reflected in the minutes.
• Maintain a complete and secure record of Board and Board Committee papers, minutes, written resolutions, attendance, decisions, declarations of interest and supporting materials in accordance with applicable retention and confidentiality requirements.
• Coordinate the execution, certification, filing and communication of Board and Board Committee resolutions and decisions, including any required regulatory or corporate filings, and maintain evidence of completion.
• Provide secretarial support to each Board Committee, including work-plan development, agenda planning, meeting administration, minute-taking, decision recording and action follow-up, while preserving the distinct mandate and reporting line of each Committee.
• Develop and maintain the annual Board and Board Committee calendar.
• Coordinate Board and Board Committee agendas with the Chair, Committee Chairs and CEO.
• Ensure timely circulation of Board and Committee papers.
• Attend Board and Board Committee meetings and prepare accurate minutes and resolutions.
• Maintain Board action trackers and monitor completion of actions.
• Maintain Board and Board Committee charters and governance documentation.
• Coordinate Board effectiveness reviews and director induction programmes.
• Coordinate ongoing Board and Board Committee training and awareness, including regulatory and governance updates, and maintain records of induction, continuing development and attendance.
• Support annual Board and Board Committee performance evaluations, development of improvement plans and monitoring of agreed actions.
• Advise the Board, CEO and Senior Management on governance requirements and best practice.
• Maintain alignment between FAB Capital KSA governance arrangements and the FAB Group Corporate Governance Framework.
• Escalate material governance issues to the CEO and Group Head of Corporate Governance where appropriate.
• Maintain a documented escalation protocol for material governance, regulatory, legal, conduct or reputational matters, clearly identifying matters requiring notification to the Chair, relevant Committee Chair, CEO and Group Head of Corporate Governance.
• Manage the end-to-end administration of Board and Board Committee meetings, ensuring that agendas, supporting materials, minutes and action records are coordinated and maintained in accordance with the applicable governance timetable.
• Maintain corporate records, including resolutions, minutes and statutory registers.
• Ensure compliance with relevant corporate governance codes, laws and regulatory requirements.
• Provide practical governance advice to the Board and Senior Management, translating applicable requirements and good practice into clear actions and decision-making guidance.
• Coordinate with internal departments to ensure alignment with governance standards.
• Monitor relevant legislative and regulatory developments, assess their implications for FAB Capital KSA and recommend the governance changes required in response.
• Deliver governance-related training and awareness sessions for staff and Board members to support understanding of applicable governance requirements, responsibilities and processes.
• Liaise with regulators, external auditors and legal advisers as required.
• Support risk management, compliance and ethics initiatives across the organization.

JOB CONTEXT

Specific Accountabilities

• The role is the designated Board Secretary for FAB Capital KSA and operates within the governance arrangements of the regulated entity. The role works closely with the Chair, Board and Board Committee members, CEO and Senior Management of FAB Capital KSA and maintains a functional relationship with Group Corporate Governance in the UAE.

The role is responsible for supporting effective Board governance and maintaining alignment between FAB Capital KSA's governance arrangements, applicable local regulatory requirements and relevant FAB Group governance standards.

QUALIFICATIONS & EXPERIENCE:

Minimum Qualifications, Knowledge & Experience:

• Bachelor’s Degree in Law, Corporate Governance, Finance, Business Administration or related discipline. Minimum (7-10) years' experience in corporate governance, company secretarial, legal or regulatory roles within financial services or other regulated environments, focusing on tasks related to Boards and executive level committees, including advisory and consultative work;
• Fluent in English and/or Arabic, with highly developed written and verbal communication skills.
• Demonstrates strong ethics and integrity and is able to manage market-sensitive and other highly sensitive information responsibly while maintaining absolute confidentiality.
• Willingness to travel to FAB locations, as required.
• Demonstrated experience supporting Boards and Board Committees.
• Strong understanding of governance requirements applicable to regulated financial institutions.
• Experience interacting with regulators and senior executives.
• Professional governance or company secretarial qualifications preferred.
• Knowledge of the Saudi Companies Law and the governance requirements applicable to FAB Capital KSA, together with the ability to interpret regulatory requirements and translate them into practical Board and Committee governance processes.
• Demonstrated experience independently managing the full Board and Board Committee secretariat cycle, including agenda planning, Board papers, minutes, resolutions, conflicts of interest, statutory records and action tracking.

Required Skills:

• Strong interpersonal, communication and stakeholder-management skills, with the ability to lead, coach and motivate colleagues to achieve their potential.
• A collaborative team player who is able to meet tight deadlines and manage a challenging workload.