The Geothermal Development Company (GDC) is fully government-owned company in Kenya's energy sector. GDC was formed in 2008 as a Special Purpose Vehicle (SPV) to accelerate the development of geothermal resources in Kenya. GDC is tasked with developing steam fields and selling geothermal steam for electricity generation to KenGen and to private investors. Geothermal steam is an environmentally friendly and abundant raw material used for generating electricity. The government and several development partners have been financing risks associated with geothermal exploration and drilling.

Manager-Board Services

Job Type

Full Time

Qualification

BA/BSc/HND , MBA/MSc/MA , Postgraduate Diploma , Professional Certificate

Experience

12 years

Location

Nairobi

Job Field

Legal and Regulatory

Job Specification

Duties and Responsibilities will entail: -

• Ensure appropriate maintenance of statutory registers including Board Attendance Register, Conflict of Interest Register, Board Committee Minute Books and Full Board Minute Books.
• Facilitate legal compliance by compiling and filing the Notification of Change of Directors, filing of annual Returns amongst other statutory documentation with the Registrar of Companies.
• Keeping the Board regularly informed on matters governance and compliance.
• Ensures the Board complies with laws, rules, regulations, standards and the company constitutive documents.
• Ensures that the Board members are issued with the organization legal documents, strategic plan, board charter, conduct of conduct and ethics, Mwongozo and other relevant documents.
• Ensures continuous review of Board procedures to enhance Board’s capacity to dispense its responsibilities.
• Coordinates logistics for all Board and Committee meetings of the Board and organizes AGM.
• Facilitates induction, training and development for Board members to enhance awareness of their role, duties and responsibilities.
• Facilities Board Evaluation for the Board and/or its Committees and Governance Audit on a yearly basis.
• Attend Board/Board Committee meetings and take minutes of the proceedings and thereafter disseminating the decisions of the Board of Directors to relevant General Managers for implementation by issuing Board resolutions and Keeping trail of implementation status of Board Resolutions
• Preparation and implementation of Board Work Plan/Board Calendar on a yearly basis and to assist the Board in delivering the commitments in the Annual Performance Contract.
• Prepare statements of evidence by witnesses and briefing papers for use by external lawyers for cases involving the Board.
• Preparation and maintaining documentation associated with the board.
• Ensuring that matters as regards the Board are in order, safety of all Board documents and record and timely dispatch of the Board notices, papers, letters and other correspondences to the directors.
• Establishes efficient and effective insurance policies to protect GDCs assets and earnings.
• Liaise with heads of departments on the preparation, approval and submission of Board Papers.
• Preparation, monitoring and implementation of the Board’s budget.
• Coordinates the maintenance of Board Information Management System.
• Reviews the Company’s Corporate Governance continuing obligations in line with Mwongozo, the Companies Act and best practice.
• Regular review of Board Charter and related policies.
• Prepares corporate governance briefing/concept papers for the Board
• Provide professional support to the Company Secretary and Promote the capacity development and mentorship of the team.

Person Specifications

• A minimum period of twelve (12) years relevant work experience, four (4) years of which must have been in a managerial role.
• Master’s degree in a relevant field from a recognized institution.
• Postgraduate Diploma in Legal Studies from the Council of Legal Education.
• Bachelor of Laws degree from a recognized institution.
• Management course lasting not less four (4) weeks (cumulative).
• Advocate of the High Court of Kenya.
• Certified Secretary (K).
• Membership to relevant professional body – LSK and ICS (K).
• Proficiency in computer applications; and
• Fulfilled the provisions of Chapter Six (6) of the Constitution of Kenya

• Ensure appropriate maintenance of statutory registers including Board Attendance Register, Conflict of Interest Register, Board Committee Minute Books and Full Board Minute Books.
• Facilitate legal compliance by compiling and filing the Notification of Change of Directors, filing of annual Returns amongst other statutory documentation with the Registrar of Companies.
• Keeping the Board regularly informed on matters governance and compliance.
• Ensures the Board complies with laws, rules, regulations, standards and the company constitutive documents.
• Ensures that the Board members are issued with the organization legal documents, strategic plan, board charter, conduct of conduct and ethics, Mwongozo and other relevant documents.
• Ensures continuous review of Board procedures to enhance Board’s capacity to dispense its responsibilities.
• Coordinates logistics for all Board and Committee meetings of the Board and organizes AGM.
• Facilitates induction, training and development for Board members to enhance awareness of their role, duties and responsibilities.
• Facilities Board Evaluation for the Board and/or its Committees and Governance Audit on a yearly basis.
• Attend Board/Board Committee meetings and take minutes of the proceedings and thereafter disseminating the decisions of the Board of Directors to relevant General Managers for implementation by issuing Board resolutions and Keeping trail of implementation status of Board Resolutions
• Preparation and implementation of Board Work Plan/Board Calendar on a yearly basis and to assist the Board in delivering the commitments in the Annual Performance Contract.
• Prepare statements of evidence by witnesses and briefing papers for use by external lawyers for cases involving the Board.
• Preparation and maintaining documentation associated with the board.
• Ensuring that matters as regards the Board are in order, safety of all Board documents and record and timely dispatch of the Board notices, papers, letters and other correspondences to the directors.
• Establishes efficient and effective insurance policies to protect GDCs assets and earnings.
• Liaise with heads of departments on the preparation, approval and submission of Board Papers.
• Preparation, monitoring and implementation of the Board’s budget.
• Coordinates the maintenance of Board Information Management System.
• Reviews the Company’s Corporate Governance continuing obligations in line with Mwongozo, the Companies Act and best practice.
• Regular review of Board Charter and related policies.
• Prepares corporate governance briefing/concept papers for the Board
• Provide professional support to the Company Secretary and Promote the capacity development and mentorship of the team.

• Proficiency in computer applications

• Master’s degree in a relevant field from a recognized institution.
• Postgraduate Diploma in Legal Studies from the Council of Legal Education.
• Bachelor of Laws degree from a recognized institution.
• Management course lasting not less four (4) weeks (cumulative).
• Advocate of the High Court of Kenya.
• Certified Secretary (K).
• Membership to relevant professional body – LSK and ICS (K).