Company Secretary / Legal Adviser MD/CE’S Office Directorates of Operations Directorate of finance and accounts Company secretary / Legal Adviser Directorate of Human Resources and administration Directorate of safety Electronics and engineering services Company Secretary / Legal Adviser As you are well aware the office of the company secretary and the legal adviser of NAMA has been divided into two distinct offices. This official separation has therefore created the need for a clear and distinct schedule of duties for the office of Company Secretary. The Company Secretary shall therefore: Serve as Secretary to the Board and Board Committees, including Management or Management Committee meetings; providing guidance to both Board and Management on the best practices in the proper conduct of meetings and corporate governance. Coordinate all administrative, financial and budgeting issues for Board activities and Board Members, subject to established processes and controls. Coordinate all correspondence and interaction between the Board, Chairman and Board Members, including preparation of Board papers, Memos and Minutes. Coordinate, monitor and follow-up action points arising from board, Management and committee meetings to ensure due and timely compliance, reporting back to the Board or Managing Director on the compliance status of all such matters. Coordinate all reports of Management intended for preparation and presentation as Board papers to the Board, including papers or reports intended for presentation at Management meetings. Serve as Custodian of the Agency’s Corporate Seal, affixing same unto Agency contracts and documents as duly authorized by the board or the managing director. Assist the board in the performance of all its statutory functions, compliance with all relevant laws, and adoption where considered necessary from other departments within the Agency. Perform such other company secretarial services as may be required by the board or the Agency from time to time. Furthermore, in the current era of rapid industry transformation additional responsibilities of the Company Secretary shall include: Assisting the Managing Director in coordinating Ministerial and inter-Agency liaison, cooperation and communication, including interaction with local and international aviation industry agencies. Assisting the Managing Director in coordinating the domestication, dissemination and compliance within NAMA of policies and best practices received from the ministry and relevant local and international agencies. As statutory custodian of NAMA’s records, coordinating the digitalization, centralization, storage and security of all NAMA’S records in line with international best practices. Coordinating the design, development, implementation and continuous improvement of an effective corporate governance and compliance frame work in line with international Best Practices. Full involvement and participation in the conceptualization, development and implementation of all Agency Policies, Goals and strategic impact plans. Coordinating the framework for the Corporatization of NAMA and matters relating thereto. Legal Adviser The vision of the Legal Department: Provision of qualitative legal support services to ensure seamless service delivery towards the achievements of the corporate vision of the Agency. The Legal Department is one of the Departments under the office of the Managing Director/CE. It is responsible for ensuring that the Agency carries out its activities according to the dictate of due diligence, due process and transparency in conformity and in consonance with the principles of corporate governance and industry best practices. Apart from representing the Agency meetings and practicing in dealings with third parties culminating in creation of a legal relationship, the department is also responsible for drafting and perfecting agreements such as Contract agreements, Tenancy Agreements and Memoranda of Understanding (MOU), e.t.c for the Agency. The department equally provides general guidance and direction through legal advice and legal opinion to the Management and Agency in all areas of its operations as well as interprets the various laws and regulations guiding the operations of the Agency. Legal and Secretariat Department The Legal and Secretarial services Department of the Agency is headed by the Company Secretary/Legal Adviser (CS/LA). The CS/LA is charged with the oversight including the management of legal and compliance matters by the Agency and provision of secretarial services to both the Management and Governing Board of the Agency. The functions of the Department include: i. Drafting, vetting and perfecting of legal documents and Agreements, ii. Rendering of legal advice and opinions including ensuring compliance with extant laws and regulations in the execution of the Agency’s functions. iii. Litigation, Dispute and case management which includes ensuring proper representation and monitoring of cases involving the Agency. iv. Provision of secretarial services to the Management and Board of the Agency. v. Repository of Legal Documents and instruments of the Agency. vi. Such other functions as may be assigned by the Agency. The structure of the Department comprises of the CS/LA who is the head of the Department, supported by the General Manager (Legal). The Advisory/ Drafting functions is headed by a Deputy General Manager (Legal) and Litigation & Case management functions is equally headed by a Deputy General Manager (Legal),while all other officers report through them. The provision of Secretarial duties is primarily undertaken by the CS/LA and the General Manager (Legal). These offices report to the CS/LA through the GM (Legal). The mission of the Department is to provide qualitative legal support services to ensure seamless service delivery towards the achievement of the corporate vision of the Agency.