Cloudnine - Head - Legal & Company Secretary

Board Meetings:

- Responsible for organizing board meetings, informing board of directors about impending meeting, formulating the agenda of the meeting with Directors, compiling the minutes of the meeting and maintaining minute book.

- Collecting, organizing and distributing such information, documents or any other papers required for the meeting.

- Ensuring that all meetings are minuted and that the minute books are maintained with certified copies of the minutes and that all board committees are properly constituted and provided with clear terms of reference.

General Meetings:

- Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the company's Articles of Association.

- Obtain internal and external agreement to all documentation for circulation to shareholders.

- Preparing and issuing notices of meetings, and distributing proxy forms.

- Memorandum & Articles of Association :

- Ensuring that the company complies with its Memorandum and Articles of Association and, drafting and incorporating amendments in accordance with correct procedures.

Statutory Registers :

- Maintaining the following statutory registers:

- Members

- Company charges

- Directors and secretary

- Directors' interests in shares and debentures

- Debenture holders (if applicable).

- Register of Investment.

- Statutory Returns:

- Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are:

- Annual returns

- Report & accounts

- Amended Memorandum & Articles of Association

- Returns of allotments

- Notices of appointment, removal & resignation of directors and the secretary

- Notices of removal or resignation of the auditors

- Change of registered office

- Resolutions in accordance with The Companies Act.

- Report & Accounts:

- Coordinating the publication and distribution of the company's annual report, accounts and interim statements, in consultation with the company's internal and external advisers, in particular, when preparing the directors' report.

- Share Registration:

- Maintaining the company's register of members; dealing with transfers and other matters affecting share-holdings; dealing with queries and requests from shareholders.

- Shareholder Communications:

- Communicating with the shareholders (e.g. through circulars); arranging payment of dividends and interest; issuing documentation regarding rights issues and capitalization issues; maintaining good general shareholder relations; maintaining good relations with institutional shareholders and their investment committees.

- Shareholder Monitoring:

- Monitoring movements on the register of members to identify any apparent 'stake building' in the company's shares by potential take-over bidders; making appropriate inquiries of members as to beneficial ownership of holdings.

- Share and Capital Issues and Restructuring:

- Implementing properly authorized changes in the structure of the company's share and loan capital; devising, implementing and administering directors' and employees' share participation schemes.

- Corporate Governance:

- Continually reviewing developments in corporate governance; facilitating the proper induction of directors into their role; advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with company law and, if applicable, Stock Exchange requirements; counseling them when preparing presentations and memoranda.

- Non-Executive Directors:

- Acting as a channel of communication and information for non-executive directors.

- Company Seal:

- Ensuring the safe custody and proper use of company seal.

- Registered Office:

- Establishing and administering the registered office; attending to the receipt, co-ordination and distribution of official correspondence received by the company, sent to its registered office; ensuring the provision of facilities for the public inspection of company documents.

- Company Identity:

- Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that company name plates are displayed in a conspicuous place.

- Subsidiary Companies:

- Ensuring that procedures are in place for the correct administration of subsidiary companies and that correct information is given to the holding company; maintaining a record of the group's structure.

- General Compliance:

- Monitoring and laying in place procedures which allow for compliance with relevant regulatory and legal requirements, particularly under the Companies Acts including legal requirements on retention of documents; retaining the minimum set of records required for commercial reasons; ensuring that procedures are in place to allow adequate historical archive to be maintained.

Contract Management:

- Review all contracts or any other documentation where the Company has committed itself and assess legal implications that need to be brought to the management's attention.

- Prepare, review and modify contractual instruments to assist and support various business activities.

- Negotiate, review and draft documentation for business transactions and prepare and advise on the necessary checklist to be adopted to ensure information is submitted on time.

Legal:

- Liaise with relevant departments to ensure that where legal risks have been identified, appropriate courses of action have been taken.

- Provide legal protection and risk management advice to management especially on contract management

- Support services in all statutory and compliance requirements of the organization

- Handling legal litigations of customers, third parties and clients of the organization

- Communicating with internal and external customers of the organization to provide legal assistance

Regulatory Compliance:

- Formulate compliance check-lists to be used for the purpose of ensuring that all information required is provided accordingly.

- Continuously monitor compliance with statutory obligations and advise management accordingly.

- Prepare monthly and quarterly reports for the department for executive management meetings

- Independent handling and complying with regulatory requirements of the organization