Corporate secretary

Role Purpose

The Corporate Secretary is responsible for the corporate governance infrastructure of Alem Capital Management Limited and its fund vehicles, ensuring full compliance with the AIFC Companies Regulations, the AIFC General Rules (GEN), the AIFC Collective Investment Scheme Rules and the legislation of the Republic of Kazakhstan. The role anchors the integrity of the company's statutory records, board governance processes, and regulatory interface with AFSA.

The Corporate Secretary works closely with the CEO, in-house Legal, the Compliance Officer, the MLRO, the independent directors and external legal counsel to ensure that governance practices meet the standards expected of an institutional-grade investment management platform.

Core Responsibilities

1. Board & Committee Governance

• Organize and administer meetings of the Board of Directors and relevant committees, including agenda preparation, circulation of board packs, and accurate minute-taking.

• Maintain board resolutions, written consents and decision logs in accordance with the Articles of Association and the AIFC Companies Regulations.

• Coordinate the onboarding of new directors, including induction materials and fit-and-proper / AFSA Approved Individual documentation.

• Track action items arising from board and committee meetings and ensure timely follow-up.

2. Statutory & Corporate Records

• Maintain the company's statutory registers, including the register of members, directors, controllers and beneficial owners, in line with AIFC Companies Regulations.

• Ensure constitutional documents (Articles of Association, fund constitutive documents) remain current and properly filed.

• Manage the company's corporate calendar, including statutory filing deadlines, shareholder meetings (annual and extraordinary, as applicable) and renewal dates.

3. Regulatory Liaison (AFSA)

• Prepare and submit regulatory notifications, filings and returns required by AFSA under the AIFC Financial Services Framework Regulations and applicable Rulebooks.

• Act as a key point of contact for AFSA on corporate governance and structural matters, supporting the Compliance Officer in regulatory correspondence.

• Monitor changes to AIFC Rules and Regulations relevant to corporate governance and flag implications for the firm's structure and processes.

4. Fund Governance Support

• Support governance processes specific to the firm's Collective Investment Schemes (which include a limited partnership and an investment company / OEIC structure), including LP Advisory Committee administration and fund-level corporate actions.

• Coordinate with the Capital Formation and Legal teams to ensure fund documentation (LPA, constitutive documents, side letters) is reflected accurately in corporate records.

• Assist in maintaining the share/unit register and tracking capital calls, transfers and redemptions from a corporate records perspective.

5. Cross-Functional Coordination

• Liaise with in-house Legal, external legal counsel, auditors and company service providers on governance, statutory and compliance matters.

• Support the annual audit process by providing accurate governance and corporate records documentation.

• Maintain a high standard of confidentiality and document control across all corporate governance matters.

Qualifications & Experience

• Degree in Law, Finance or a related field; a professional governance qualification (ICSA / Chartered Governance Institute) is an advantage.

• Minimum 3 – 5 years as a Corporate Secretary, corporate-governance lawyer or compliance professional – preferably within an AIFC-regulated entity, investment fund, bank or other regulated financial institution.

• Working knowledge of the AIFC Companies Regulations, the AIFC General Rules (GEN) and the AIFC Collective Investment Scheme Rules is strongly preferred.

• Familiarity with the corporate governance and company law framework of the Republic of Kazakhstan.

• High attention to detail, strong organizational discipline, and sound judgement in handling confidential and regulated information.

• Fluency in Russian and English; English is the working language for regulatory and fund documentation.