Application form:

Crawfish Himalayan Limited (CHL)

1. Position Overview


Position Title	Company Secretary
Duty Station	Phuentsholing, Bhutan
Reporting To	Chief Executive Officer, CHL
Employment Type	[Full-time]

2. Background

CHL is Bhutan’s first commercial Recirculating Aquaculture System (RAS) hatchery for redclaw crayfish, established as a joint venture between Druk Holding and Investments (DHI) and Singapore Crawfish Pte. Ltd. (SCPL). As the company scales operations and strengthens institutional governance, CHL seeks a qualified and experienced Company Secretary to support the Board and Management in ensuring robust corporate governance, statutory compliance, and effective administrative coordination.

3. Purpose of the Position

The Company Secretary will serve as the key link between the Board, Management, shareholders, and regulatory authorities, ensuring that CHL operates in full compliance with the Companies Act of Bhutan, the Shareholders’ Agreement, and other applicable regulations, while supporting effective Board functioning and sound corporate administration.

4. Key Responsibilities

4.1 Company Secretary Functions

Organize Board and Committee meetings, including scheduling, preparing agendas, compiling Board papers, and circulating meeting materials in a timely manner.
Record accurate minutes of Board and Committee meetings and ensure timely circulation, review, and formal approval.
Draft and maintain Board resolutions, ensuring proper authorization and documentation of key corporate decisions.
Maintain statutory registers (e.g., register of members, directors, charges) in accordance with the Companies Act of Bhutan.
Ensure timely filing of statutory returns, disclosures, and other regulatory submissions with the Registrar of Companies, RMA, shareholders, and other relevant authorities.
Advise the Board and Management on corporate governance best practices, compliance requirements, and legal/regulatory obligations affecting the company.
Monitor changes in relevant laws and regulations (company law, taxation, labor, environmental, aquaculture-sector regulations) and brief the Board/Management on implications.
Liaise with external stakeholders including regulators, auditors, legal counsel, and shareholder representatives on governance and compliance matters.
Support the Board in ensuring implementation of Board decisions, tracking action items, and maintaining a governance decision log.
Ensure proper documentation, archiving, and confidentiality of all governance records, board papers, and shareholder correspondence.
Support preparation for and conduct of the Annual General Meeting (AGM) and any Extraordinary General Meetings (EGMs), including notices, proxy processes, and statutory disclosures.

4.2 Corporate Services & Administration

Support general office administration, including procurement of goods and services in line with CHL’s financial and procurement policies.
Manage official correspondence, including incoming/outgoing letters, government communications, and stakeholder inquiries.
Coordinate corporate communications, ensuring consistent messaging aligned with Board-approved positions.
Assist Management in the formulation, review, and documentation of internal policies and procedures.
Contribute to strategic planning processes by providing governance and compliance perspectives.
Support HR-related administrative documentation as required (e.g., contracts, policy circulars), in coordination with Management.
Maintain the company seal (if applicable) and ensure its use is properly authorized and recorded.

5. Qualifications and Experience

Education:

Bachelor’s degree in Law, Business Administration, Commerce, or a related field. A professional qualification in Company Secretaryship or equivalent is preferred.

Experience:

Minimum 3 years of relevant experience in corporate governance, company secretarial functions, or legal/compliance roles, preferably within a corporate, DHI-group, or joint-venture entity.
Familiarity with the Companies Act of the Kingdom of Bhutan and general regulatory environment for corporate entities in Bhutan.
Prior experience supporting Boards of Directors and preparing statutory filings is strongly preferred.

Skills & Competencies:

Strong knowledge of corporate law, governance frameworks, and regulatory compliance requirements in Bhutan.
Excellent minute-taking, drafting, and documentation skills, with high attention to detail and confidentiality.
Strong interpersonal and communication skills, with the ability to liaise professionally with Board members, regulators, and external stakeholders.
Sound organizational and multitasking abilities to manage governance and administrative responsibilities concurrently.
Proficiency in MS Office (Word, Excel, PowerPoint) and comfort working with digital document management systems.
High level of integrity, discretion, and professional judgment, particularly given the sensitivity of Board-level and shareholder matters.

6. Key Deliverables

Timely, accurate minutes and resolutions for all Board/Committee meetings.
Up-to-date statutory registers and compliance filing records.
Annual compliance calendar tracking all regulatory submission deadlines.
Well-organized governance documentation archive.
Timely support to AGM/EGM processes.

7. Working Relationships

Internal: CEO, Board of Directors, Finance and Administration teams, Technical/Operations team.
External: Registrar of Companies, DHI Secretariat, SCPL representatives, external auditors, legal counsel, and other regulatory bodies as required.

8. Remuneration

As per CHL’s approved salary structure and HR policy, commensurate with qualifications and experience.

This ToR may be reviewed and revised periodically in line with CHL’s evolving governance and operational requirements.

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