Board Secretariat and Legal Unit

The Legal unit and Board Secretariat are currently merged and function as one, reporting to the: MD/COO, the CEO, and the IHVN Board.

The Unit currently handles Legal, Board and Quality Management System ((QMS) Matters. The Legal Unit is responsible for the following processes:

• Contract/Agreement Drafting
• Contract Execution
• Contract Review
• Policy Drafting
• Policy Review
• Vendor Registration
• Business/Legal Opinion
• Legal Advice
• Witnessing
• Response to Suits/Legal Matters
• Tenancy Matters
• Patent/Copyright Issues
• Board Meetings/ Board Affairs
• Company Documents/Registrations

BOARD SECRETARIAT’S FUNCTION

1. The Board Secretariat’s role is to facilitate the government, conduct, management, and control of the organization by coordinating the exchange of information and decisions between the Board and the administration. The activity is carried out most visibly through the facilitation of meetings of the Board and its Committees. Maintenance of the official record of Board decisions, in the form of resolutions, is a major responsibility.
2. The Board of Directors is supported by a Board Secretariat composed of the Secretary of the Board, the Assistant Secretary of the Board, the Governance Officer, and the Governance Coordinator and other support staff as needed.

COMPANY SECRETARY/SECRETARY TO THE BOARD DUTIES:

1. The Company Secretary is domiciled at and heads the Board Secretariat.
2. Records: The Company Secretary records and securely distributes all board and committee meeting minutes (sometimes with the help of a staff member), coordinates their review and approval, and ensures their accuracy as the official record of board discussions, votes, and actions. He also maintains important board, corporate, and stockholder records and documents, such as business licenses, stock issues, proxy statements, and disclosure filings in accordance with relevant laws.
3. Meeting/Event Planning: The Company Secretary plans and manages the Board of Directors, committee, and shareholder meetings. This includes working with management and staff to develop and distribute meeting agendas and supplemental materials (i.e., board books), and arranging all logistical details, such as scheduling, invitations, locations, lodgings, speakers, food, and travel & allowances.
4. Corporate Advice: Serves as the resident expert, advising executives and board directors on a broad range of best-practice corporate governance and compliance issues. Examples of such issues include designated director roles and responsibilities, appropriate governance practices, voting processes, subsidiary management, and legal compliance requirements. The Board secretary’s responsibilities also include facilitating board evaluations, managing succession planning, and serving as a liaison to shareholders, members and corporate contractors.
5. Training: Leads or organizes orientation and training for new directors, and development programs for existing directors to keep them informed on current governance issues such as cybersecurity or evolving regulatory mandates.
6. Compliance: Manages extant legal compliance reporting and governance requirements for the corporation. This may include ensuring the board and committees follow proper governance procedures in accordance with the board bylaws and other legal requirements, keeping up to date on all mandated disclosures, and coordinating with regulators, auditors, and others on corporate reviews.

QUALITY MANAGEMENT SYSTEM (QMS) ISO 9001:2015

The Unit is also currently spearheading the QMS data collation process, collating a portfolio of process narratives for the purpose of IHVN’s ISO 9001:2015 Quality Management System certification.