Corporate Secretary

Hammerjack Pty Ltd; Philippines; On-site; PHP 1,800,000 - 2,400,000; Full time

Job summary

Hammerjack Pty Ltd in the Philippines seeks an experienced Corporate Secretary / Governance professional to manage board and committee meetings, prepare resolutions, maintain corporate records, and oversee SEC filings. The role requires a Philippine Bar, strong governance background, and in-depth knowledge of securities law.

You will coordinate board actions, ensure regulatory compliance, and support governance policy development across the company and its subsidiaries.

Qualifications

• Licensed Philippine attorney with strong corporate governance experience.
• Experience supporting Boards and governance documentation.
• Deep knowledge of Philippine corporate and securities laws.

Responsibilities

• Manage board, committee, and stockholders meetings including notices and minutes.
• Maintain annual board/committee calendars and governance records.
• Prepare corporate certificates, resolutions, and records.
• Handle SEC filings and regulatory submissions.
• Track directors/officers records, appointments, terms, and conflicts.
• Coordinate share issuances, transfers, dividends, and capital changes.
• Maintain governance documentation for the company and subsidiaries.
• Conduct governance reviews and address filing deficiencies.
• Support Board/Committee charters and governance policies.
• Stay updated on Philippine corporate law and SEC/PSE rules.

Skills

Board governance

Meetings management

Legal drafting

Stakeholder management

Discretion & integrity

Regulatory compliance

Corporate governance knowledge

Education

Philippine Bar, in good standing

Qualified lawyer (BAR)

Tools

SEC/PSE filing processes

Job description

Key Responsibilities:

• Manage Board, Board Committee, and stockholders meetings, including notices, agendas, materials, minutes, resolutions, and action trackers.
• Maintain the annual Board and Committee calendars.
• Prepare and maintain Secretary's Certificates, Board and stockholder resolutions, corporate books, and other corporate records.
• Manage SEC corporate filings, including the General Information Sheet and other required submissions.
• Maintain records of directors and officers, including appointments, terms, attendance, training, independence, and conflict-of-interest declarations.
• Coordinate corporate actions involving share issuances, transfers, dividends, capital changes, and stockholder approvals.
• Maintain corporate records and governance documentation for the Company and its subsidiaries.
• Conduct regular corporate housekeeping reviews and address documentation or filing deficiencies.
• Support the development and maintenance of the Board Charter, Committee Charters, Manual on Corporate Governance, and other governance policies.
• Keep updated on Philippine corporation law, SEC regulations, corporate governance requirements, and relevant PSE rules and practices.

Qualifications:

• Philippine Bar Member and licensed lawyer in good standing.
• 8+ years of relevant experience in corporate governance, corporate secretarial, legal, compliance, or related functions, preferably in a large corporation, publicly listed company, law firm, or financial institution.
• Proven experience supporting Boards of Directors and Board Committees, including preparation of agendas, minutes, resolutions, certifications, and other corporate governance documentation.
• Strong knowledge and practical experience in Philippine corporate, securities, and governance laws, including SEC and PSE rules and regulatory requirements.
• Prior experience working with a publicly listed company, with solid exposure to continuing disclosure, corporate reportorial requirements, shareholder matters, and regulatory compliance.
• Experience in IPOs, capital markets transactions, securities offerings, corporate restructuring, or other major corporate transactions is highly preferred.
• Strong understanding of SEC and PSE filing, disclosure, and compliance processes.
• Excellent legal drafting, communication, organization, and stakeholder management skills.
• Demonstrated ability to provide sound advice to the Board and senior management on corporate governance, regulatory obligations, and corporate matters.
• High level of integrity, discretion, attention to detail, and professional judgment.