Company Secretary

ABOUT HUMMGROUP

Revolutionising the way people pay, hummgroup is a diversified non-bank financial services institution offering business financing products, credit cards, and point-of-sale finance plans designed around the core needs of today’s shoppers, retailers, and small to medium enterprises.

ABOUT THE ROLE

The Company Secretary leads the hummgroup company secretariat and governance function and supports the effective operation of the Board and its Committees. The role is accountable to the Board through the Chair on company secretarial and governance matters and reports administratively to the Group General Counsel.

The Company Secretary provides independent governance advice to the Board, its Committees, the Chief Executive Officer and senior management and is responsible for listed entity governance, market disclosure, shareholder meetings and subsidiary corporate administration.

KEY ACCOUNTABILITIES

Board and Committee governance

• Lead the administration of the Board and its Committees, including annual workplans, agendas, meeting logistics, papers, minutes, action registers and follow-up.
• Review Board and Committee papers and coordinate resolutions, circular resolutions and governance records.
• Advise the Chair, Committee Chairs, Directors and management on governance processes, reserved matters, delegations, conflicts, quorum and approvals.
• Administer the Board portal and support the timely and consistent flow of information to Directors.

Governance framework and Board effectiveness

• Maintain the Constitution, Board and Committee Charters, delegations, governance policies and supporting procedures.

ASX, ASIC and listed entity compliance

• Coordinate continuous disclosure and market announcements, including required input, approvals and ASX lodgement.
• Advise on the Corporations Act, ASX Listing Rules, the Constitution, securities trading requirements and other listed company obligations.
• Coordinate ASIC and other statutory lodgements and maintain records of material disclosure decisions and approvals.

Annual reporting and shareholder meetings

• Coordinate the governance components of the Annual Report, Corporate Governance Statement, Appendix 4G and associated Board approval and release processes.
• Lead delivery of the AGM and other general meetings, including the timetable, Notice of Meeting, explanatory materials, Director elections, remuneration resolutions, voting exclusions, regulatory review, shareholder communications and meeting records.
• Coordinate with the share registry, legal advisers, proxy advisers, investor relations, communications and meeting service providers.

Shareholder and investor governance

• Manage the relationship with the share registry services provider.

Subsidiary and Director governance

• Oversee corporate administration of the Group’s Australian and New Zealand subsidiaries, including entity records, Director and officer changes, annual statements, solvency resolutions and regulatory lodgements.
• Coordinate Director appointment, induction, re-election and retirement processes and maintain Director interests, independence declarations, biographies and skills information.

KEY RELATIONSHIPS

Internal

Board and Committee Chairs; Directors; Chief Executive Officer; Group General Counsel; Chief Financial Officer; Executive Leadership Team and key business functions.

External

ASX; ASIC and other regulators; share registry; external auditors; legal advisers; proxy advisers; shareholders; corporate advisers and meeting service providers.

ABOUT YOU

• Demonstrated ability to provide high-quality, independent governance advice to a listed company Board and senior executives.
• Excellent judgement, discretion and integrity, with the confidence to raise governance issues and provide clear, practical advice.
• Ability to work independently, manage competing priorities and deliver accurate work under compressed timelines.
• Exceptional drafting, attention to detail, stakeholder management and organisational skills.
• Commercial awareness and the ability to understand complex business, financial, legal, technology and risk matters.

SKILLS AND EXPERIENCE

• Significant company secretarial and governance experience in an ASX-listed environment.
• Strong working knowledge of the Corporations Act, ASX Listing Rules, ASX Corporate Governance Principles and Recommendations and listed-company governance practices.
• Experience advising Boards and Committee Chairs and supporting shareholder meetings, market disclosure, annual reporting and subsidiary governance.
• Advanced drafting, analytical, organisational and project management capability.

QUALIFICATIONS

• Governance Institute of Australia qualification, legal qualification or other relevant tertiary qualification highly regarded.
• Legal practising certificate advantageous but not essential.