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Corporate Governance Manager
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Job Role Executive Summary:
The Corporate Governance Manager is the principal leader and owner of the corporate governance function, responsible for designing, directing, and managing the full governance framework of the company.
The role ensures transparency, accountability, regulatory compliance, and ethical standards across the organization.
This senior position builds the governance structure from the ground up, leads board governance activities, manages policies, supervises compliance and regulatory affairs, and drives enterprise-wide risk management and internal controls.
The role serves as the central governance authority within the company.
To establish, lead, and oversee the corporate governance framework, ensuring legal compliance, governance excellence, and alignment with the company’s strategic objectives.
Key Responsibilities:
Key Responsibilities:
A. Governance Framework Leadership:
- Architect and implement the full corporate governance framework from zero.
- Develop governance structures, reporting lines, and decision-making protocols.
- Define long-term governance strategy aligned with corporate objectives.
- Lead development of governance manuals, charters, policies, and SOPs.
- Ensure consistent governance adoption across all departments.
B. Board & Executive Committee Governance:
- Act as Board Governance Lead and primary coordinator for all board-related matters.
- Prepare board agendas, packs, minutes, action trackers, and resolutions.
- Ensure confidentiality, accuracy, and legal compliance in board documentation.
- Serve as liaison between shareholders, CEO, regulators, and external advisors.
C. Regulatory & Legal Compliance Leadership:
-
Ensure the company’s full compliance with:
- Federal Decree-Law No. 32 of 2021 – Commercial Companies Law (CCL)
- Federal Decree-Law No. 26 of 2020 – Amendments to the Commercial Companies Law
- Federal Law No. 6 of 2014 – UAE Corporate Governance Code (SCA Governance Guide)
- Federal Decree-Law No. 45 of 2021 – UAE Personal Data Protection Law (PDPL)
- Federal Decree-Law No. 20 of 2018 – Anti-Money Laundering & Counter-Terrorism Financing Law
- Cabinet Decision No. 58 of 2020 – Ultimate Beneficial Ownership (UBO) Regulations
- Cabinet Decision No. 57 of 2020 – Economic Substance Regulations (ESR)
- Federal Law No. 4 of 2012 – UAE Competition Law
- SCA Corporate Governance Regulations for Public & Private Companies
- Develop annual compliance plans and monitoring systems.
D. Policy Development, Control & Enforcement:
- Lead company-wide policy creation, alignment, and enforcement.
- Manage policy lifecycle (drafting approval training compliance).
- Own the following governance-critical policies:
- Code of Conduct
- Anti-Bribery & Anti-Corruption
- Conflict of Interest
- Whistleblowing
- Data Privacy & Cybersecurity
- Procurement & Tendering
- Contract and Document Control
- Ensure policies are implemented, communicated, and adhered to.
E. Enterprise Risk Management (ERM) Leadership:
- Lead the ERM program for the company.
- Develop and maintain the corporate risk register.
- Conduct risk assessments and define mitigation plans.
- Ensure internal controls are applied consistently across all departments.
F. Internal Audit Coordination & Assurance:
- Work closely with internal and external auditors.
- Oversee planning, coordination, and follow-up of audit activities.
- Ensure timely closure of audit findings and implementation of corrective actions.
- Support continuous improvement of internal control systems.
G. Governance Culture, Awareness & Training:
- Lead the governance culture change program.
- Train all staff and department heads on governance, ethics, DOA, and compliance requirements.
- Reinforce company-wide behaviours related to transparency, accountability, and integrity.
H. Reporting & Executive Dashboards:
- Provide the CEO and Board with regular governance, risk, and compliance reports.
- Prepare dashboards, KPIs, and insights.
- Escalate any critical compliance breaches immediately.
I. Business Continuity & Crisis Governance:
- Support development and governance review of Business Continuity Plans (BCP).
- Define governance roles during crisis or emergency situations.
- Ensure decision-making during crises follows legal and governance requirements
J. Subsidiary & Group Governance Oversight:
- Maintain governance alignment across subsidiaries or affiliate companies.
- Standardize governance frameworks across all group entities.
- Monitor compliance status, filings, policies, and board documentation for each entity.
K. Governance Technology & System Implementation:
- Implement digital governance tools (board portals, policy platforms, risk systems).
- Automate approval workflows, document controls, and audit trails.
- Ensure proper access control, versioning, and cybersecurity governance.
L. Governance Review for Departments (Compliance Checks):
- Conduct periodic governance compliance reviews for each department.
- Assess internal controls, documentation quality, and decision-making transparency.
- Provide recommendations and monitor implementation.
M. Corporate Governance Reporting to Regulators:
- Prepare periodic governance submissions as required by free zones or regulators.
- Coordinate UBO updates, ESR filings, and governance declarations.
- Ensure full documentation for compliance audits and regulatory inspections.
N. Delegation of Authority (DOA) Governance:
- Develop, update, and enforce the Delegation of Authority framework.
- Ensure all financial, contractual, and operational decisions follow DOA.
- Investigate any DOA breaches and escalate to CEO/Board.
- Align DOA with organizational changes and governance updates.
Key Accountabilities:
- Governance Leadership Fully built governance framework (policies, structures, reporting, controls).
- Board Governance Accurate, timely, and high-quality board documents and resolutions.
- Compliance Management Zero penalties, zero missed filings, zero regulatory breaches.
- Policy Governance 100% of required policies created, updated, and enforced.
- Risk Management Updated risk register and mitigation implementation across all departments.
- Internal Controls DOA applied company-wide and monitored.
- Audit 100% of audit findings closed within deadlines.
- Culture Governance and compliance training delivered across the company.
- Authorized to advise the CEO/Board on governance and compliance matters.
- Authorized to halt activities that violate DOA, policies, or legal requirements.
- Authorized to request information across all departments for governance compliance.
Qualifications & Experience:
Education:
- Bachelor's degree in Law, Business, Governance, Finance, or related field.
- Master’s or professional certification (ICSA, GRC, ICA) is a strong advantage.
- Professional Certifications equivalent governance/compliance certifications.
Experience:
- 10–12+ years in governance, compliance, legal, or board secretariat.
- Proven ability to lead governance initiatives independently.
- Experience in UAE free zones is a strong asset.
Technical Expertise:
- Corporate & commercial law
- UAE free zone regulations
- Risk management & internal controls
- AML/CFT frameworks
- Board governance protocols
- Documentation & policy management
- Compliance and audit cycles
Languages:
- Fluency in English (mandatory)
- Arabic proficiency (highly preferred – due to UAE regulatory environment)
Driving License:
Valid UAE Driving License
Mobility & Travel Availability:
Mobility & Travel Availability:
Willingness to travel within UAE for board meetings, regulatory visits, and compliance inspections
Competencies & Skills:
Competencies & Skills:
Leadership & Influence:
- Strong governance leadership presence
- High credibility and trust with senior management
- Ability to influence cross-functional teams
Governance Expertise:
- Advanced policy development
- Strong risk & compliance knowledge
- Board & committee governance mastery
Behavioral:
- High integrity & strong ethics
- Absolute confidentiality
- Analytical and detail-oriented
- Excellent communication & documentation skills
- Professional judgment under pressure
Skillset:
- Governance & Regulatory Expertise
- Strategic & Analytical Skills
- Policy Development & Documentation Control
- Risk, Audit & Internal Control Skills
- Communication, Leadership & Influence
- Confidentiality, Integrity & Ethics
- Stakeholder & Regulatory Engagement
- Governance Technology & Digital Systems Proficiency
- Board & Committee Governance Skills
- Decision-Making & Problem-Solving Abilities
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