Company Secretary / Board Secretary (Voluntary Role)

Role Summary 

The Company Secretary plays a key governance role in supporting the Board of Trustees to fulfil its legal and regulatory responsibilities. The Secretary helps ensure the charity operates in compliance with its governing document, the Charities Act, the Charities Governance Code, and relevant company law requirements (where applicable). The role supports effective board administration, good governance, accountability, and transparent decision-making.  

The Company Secretary is not a director of the organisation and does not have voting rights at Board meetings unless subsequently appointed as a Board member. 

Objectives of the Role: 

As a Company Secretary, you will provide governance, compliance and administrative support to the Board of Trustees of Drogheda Women & Children's Refuge (DWCR). You will help ensure that Board meetings are effectively administered, governance records are maintained, and statutory and regulatory obligations are met. Working closely with the Chair and the CEO, you will promote good governance practice in accordance with the Charities Act and guidance the Charities Regulator. This is a volunteer advisory and administrative role and does not carry Trustee responsibilities or voting rights.

Principle Company Secretary Responsibilities 

Governance and Compliance 

• Support the Board in meeting its obligations under charity and company law. 

• Maintain an up-to-date knowledge of the organisation's governing document, policies, and governance requirements. 

• Ensure that statutory and regulatory filings are completed on time, including those required by the Charities Regulator and, where relevant, the Companies Registration Office (CRO). 

• Maintain the register of trustees/directors and secretaries, members, the register of trustees’ and secretary’s interests and conflicts of interest. 

• Monitor governance compliance and highlight any issues requiring board attention. 

• Support the implementation and monitoring of the Charities Governance Code and ensure the Board are aware of their obligations under the Code of Conduct.  

• Support drafting of the governance and compliance inputs into the Annual Report. 

 Board Administration 

• Draft the annual agenda planner for the Board and its committees.  

• Work with the Chairperson and CEO/Manager to prepare board and committee meeting agendas. 

• Circulate meeting notices, agendas, reports, and supporting documentation in advance of meetings. 

• Ensuring a quorum is present for the meeting. 

• Maintain an annual calendar of board and committee meetings. 

• Coordinate trustee induction materials and governance documentation. 

• Ensure board records are stored securely and are accessible when required. [becomeacfr.ie] 

 Meeting Management 

• Attend board and committee meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings as required. 

• Take accurate minutes that clearly record decisions, actions, and governance matters. 

• Track actions arising from meetings and monitor completion. 

• Ensure meeting procedures comply with the organisation’s constitution and governance requirements. [becomeacfr.ie] 

• Issue draft minutes to the Chair and the Board for consideration and finalise the minutes incorporating any feedback.  

• Ensure the minutes are stored safely and are accessible to the Chair and the Board.  

 Candidates should have: 

Essential Skills and Experience 

• Commitment to the mission and values of DWCR. 

• Strong organisational, administrative and record-keeping skills. 

• Excellent written communication and minute-taking ability. 

• Attention to detail and ability to meet deadlines. 

• Understanding of governance, compliance and confidentiality. 

• Ability to work collaboratively with Trustees, management and volunteers. 

Desirable Skills and Experience 

• Experience in a company secretarial, governance, compliance or administrative role. 

• Knowledge of the Charities Governance Code, Charities Act 2009 and/or company law requirements. 

• Familiarity with CRO filings and regulatory compliance. 

• Experience in the charity, community, voluntary, public or corporate sector. 

Personal Qualities 

• Integrity, professionalism and discretion. 

• Reliable, well organised and self-motivated. 

• Sound judgement and a commitment to good governance. 

• Strong interpersonal and relationship-building skills. 

• Commitment to equality, diversity and inclusion. 

We welcome applications from individuals with experience or expertise in: 

• Company secretarial practice 

• Governance and compliance 

• Charity, community or voluntary sector governance 

Time commitments 

• There are 6 board meetings per year, and last for approximately 90min. An online facility to attend meetings is available only in certain circumstances 

• There is one in person AGM per year.   

• There are additional sub-committee meetings, depending on the business need. 

• Estimated monthly time commitment is 5-10 hours, plus board and committee meetings. 

Reports To 

• Chairperson and Board of Directors/Trustees 

• Location 

• DWCR Community Resource Hub, Unit 1 Trinity St., Drogheda  

• Hybrid / Remote (attendance at board meetings required) 

Useful Governance Links 

• Charities Governance Code: https://www.charitiesregulator.ie/en/governance-for-charities/governance-code 

• Charities Regulator: https://www.charitiesregulator.ie 

• The Wheel Governance Resources: https://www.wheel.ie 

• Carmichael Governance Resources: https://www.carmichaelireland.ie 

• Companies Registration Office (CRO): https://www.cro.ie