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Bacardi

Careers at Bacardi

Associate Corporate Secretary

Job Name

Associate Corporate Secretary

Country:

Bermuda

City:

Hamilton, Bermuda

Function:

Legal

Reporting Line:

VP Corporate Secretary and Shareholder Relations

Job type:

Full time

Lead recruiter:

Kelly Scarfe

About the role

Your Opportunity

As Associate Corporate Secretary, you will be assist with the strategic and operational management of the Board of Directors of Bacardi Limited, its Committees, global subsidiaries and global trading structure.You will provide advice and counsel to the Corporate Secretary, the Global Corporate Secretarial Team, and in conjunction with the Corporate Secretary establish and oversee the Company and Group’s governance framework. The position will also provide advice on governance requirements to Senior Management and manage a multi-jurisdictional portfolio. This position will have three direct reports.
  • You will also direct all corporate matters in relation to the Bermuda domiciled companies and certain key global subsidiaries of the Bacardi Group while also being part of a global team with respect to the management of the global corporate governance system. 
  • You will assist the Corporate Secretary with the oversight and management of the shareholder relations, functions, and have direct oversight of the function, including but not limited to: approving share transfers and dividend payments; managing share repurchases; and assisting in the drafting of shareholder communications. 
  • You will play a key role in the creation and management of important corporate, governance, planning and research functions within Bacardi Limited.
  • You will often work within a confidential environment, developing strategic corporate policies, researching sensitive issues, preparing and issuing papers through to implementation.

Responsibilities


Key Accountabilities and Responsibilities:


Legal Function
  • Provide professional guidance and support for legal issues as they relate to the Bermuda office (Global Headquarters) and Bermudian subsidiaries. Establish and manage the legal budget.  Manage external law firm relationships, ensuring quality and results in-line with agreed deliverables and budget.

Deputy Head of Department 
  • All aspects of leading a team of 3, including one Assistant Company Secretary, one paralegal and a Corporate Administrator. 
  • Ability to bind several key group companies as an authorized signing officer and can also affix the Corporate Seal and attesting, signing or countersigning corporate documents and agreements demonstrating understanding of complex transactions and documentation and negotiate terms when required.
  • Provide guidance and support for a global team with respect to the management and development of the global corporate governance database and lead its strategic direction  
  • Analyzes complex corporate issues and produces compatible solutions through the creation of procedures, templates, new methods and techniques

Board of Directors
  • Organize, attend and record the proceedings of Meetings of the Board of Directors of Bacardi Limited and its committees (if required), Shareholder Meetings and ensure that action is taken to implement decisions made at these meetings including multifaceted and confidential and sensitive issues
  • Works with members of the Global Lead Team to identify matters that require board approval and advises GLT members in respect Board and Shareholder relations.  
  • Drafts complex resolutions and ensuring accuracy of Board records and ensure that all critical matters are addressed by the Board.
  • Calculate the risk associated with Board decisions and actions and management decisions and actions, seeking advice when required.
  • Provide prompt in-house corporate advice to the Corporate Secretary and senior management team regarding multifaceted corporate matters including governance practices and developments.
  • Helps establishes an annual schedule for regular Board and Committee meetings and the annual general meeting, ensuring that all critical matters are addressed by the Board on an annual basis.
  • Prepares the annual /special proxy statement in relation to shareholder meetings.
  • Analyze and recommend approval of Board/Committee expenditures including remuneration, per diems, incidental expenses and meeting rooms.  
  • Ensure pertinent bye-laws, legislation and procedures are understood and followed and communicate potential concerns and risks to Corporate Secretary as necessary.
  • Deal with a variety of correspondence before and after meetings, collating information required, writing complex and confidential reports.
  • Develop and implement and analyze Board evaluations and propose solutions to issues identified. 
  • Orient new directors, advising on protocols and procedures and facilitate briefings with key contacts as required
  • Oversee the preparation and filing of the statutory and regulatory returns on behalf of BL ensure compliance with local legislation
  • Direct the maintenance of  statutory records/registers; direct the maintenance of Board records and files to ensure compliance with regulations and legislation
  • Direct the management of Board and committee meeting logistics including: the collection, preparation and distribution of pre-reading materials, agendas, notifications and minutes; organizing meeting facilities, and accommodations, including overseas visits, coordinating presenters and tracking meeting attendance and expenses

Corporate Governance
  • Provide direction and advice on the global corporate governance framework relating to Bacardi Limited, its Board and Committees and the Bacardi Group as a whole
  • Monitor, analyze and evaluate governance policies and directives and research and recommend best practice  as options to address identified issues or deficiencies seeing them through to implementation
  • Advises the Corporate Secretary on governance practices
  • Periodically audit the Company’s compliance with its governance principles and policies.

Shareholder Relations
  • Oversee and approve stock transfers and ensures compliance with applicable internal and external rules and regulations
  • Supervise the shareholder dividend process
  • Oversee and direct transaction management such as tender offers and stock splits and other special transactions 
  • Assist in drafting shareholder correspondence, ranging from standard mass communications to shareholders to complex political and legal individualized communications, in conjunction with Corporate Secretary, where complicated arrangements and negotiations are involved 
  • Engage in discussions and negotiations with shareholders on complicated matters relating to the Company
  • Direct the supervision of the maintenance of the vital shareholder records
  • Assist the Corporate Secretary with the management and organization of the annual general meeting and the shareholder web-conference

Subsidiary Relations
  • Provide advice and guidance to a global team with respect to the management and development of the global corporate governance system and its strategic direction 
  • Plays a key role on the Governance Center of Excellence  that provides global coverage of corporate governance issues for the Bacardi Group.  
  • Provide prompt in-house corporate advice on complex corporate matters to other global functions.
  • Organize, attend and record the proceedings of meetings of the board of directors of key subsidiaries and committees (if required), and shareholder meetings and ensure that action is taken to implement decisions made at these meetings
  • Oversee the preparation and filing of the statutory and regulatory returns on behalf of Bermuda domiciled companies and key non Bermuda subsidiaries
  • Manage the ownership and administration of subsidiary companies and coordinate corporate actions
  • Assist with the Management of the corporate service provider for subsidiary relations

Corporate policies
  • Analyze, develop, recommend, negotiate and supervise corporate policies, procedural guidelines and manuals.
  • Establishes policies and procedures for the management and protection of corporate records.

Trading Structure Governance
  • Provide support on issues relating to the protection of the Bermuda Trading Structure
  • Provide support to ensure, identify, review and capture brand investor decisions that are consistent with trading structure 
  • Review GLT/IAP agenda topics, pre-reads. AttendGLT meetings and subsequently draft minutes to ensure content is consistent with trading structure 
  • Investigate and consider brand investor decisions taking place outside the GLT meeting format 
  • Retain documentation of final internal/external senior employee announcements

Skills and Experience

Critical Experiences for Success:

To be successful in this role you will have/be:
  • University degree in law or related discipline or professional designation (e.g. ACIS or FCIS)
  • Statutory officer of the Company – must be approved by the Board
  • Expert knowledge of the following: relevant local company legislation, corporate constitutive documents, Bacardi’s policies and procedures (local and global), Bacardi’ strategic plans, Bacardi’s products, clients and markets, Bacardi Shareholder system, best practice corporate governance , working knowledge on major jurisdictional company legislation and corporate constitutive documents of global key subsidiaries.
  • Excellent interpersonal skills to build and maintain a positive working relationship with diverse groups;
  • Demonstrated skill in problem-solving/decision-making
  • Knowledge on Policy Development and Implementation
  • Proven track record consulting: Board, Chairman, Shareholders and Senior Management
  • Experience with Strategic Planning, Budgeting, Management, Computer/Data Management, Research, 
  • High emotional intelligence. Superior abilities in negotiating and influencing and diplomacy and tact.
  • Familiarity with Microsoft Office (Word, Excel, PowerPoint) and Lotus Notes
The following experiences are preferred:
  • Ten or more years’ experience as Corporate Secretary
  • Ten or more years’ experience in a management position
  • Exposure to an international business environment
  • Experience in a client relations position

Functional Excellence

Additional skills:
  • Management
  • Objectivity/Good judgment
  • Client focus
  • Dependability
  • Multi-tasks orientation
  • Accuracy/Attention to details
  • Pro-activeness/Initiative
  • Team Player
  • Flexibility
  • Self-sufficiency
  • Integrity & Honesty
  • Communication skills
Leadership Excellence

Living our Values and demonstrating high Learning Agility will be fundamental not only for success in this role, but also for potential growth to other roles across Bacardi in the future.  We have a clearly defined Leadership Excellence framework, and you will be expected, as a senior leader to be a role model of all 6 elements: 
  • Focus Externally to Win
  • Drive Execution & Results
  • Lead Strategically & Know your Business
  • Make the Matrix Work
  • Lead by Example
  • Develop and Inspire Talent

Our culture

We share the passion and entrepreneurial flair of our founder and are guided by our three culture pillars - Fearless, Family and Founders, they inspire our Primos to be the best they can be and drive us forward in all we do. But what does this mean?

·       Being Fearless; means adopting an agile mindset, being comfortable trying new things and taking risks. We are empowered to question, challenge and innovate.

·       Family; We treat each other, and our communities, like Family. Always.

·       Founders; The spirit of entrepreneurship is at the heart of everything we do. We see the business as if it’s our own. We do the right thing for the business and we all take accountability for our work.

When you join Bacardi, you become part of our family and gain more than just a job.