Main Purpose:

We are looking for a Company Secretary & Legal to take ownership of corporate governance and corporate legal work for the Company, a subsidiary within a listed group. The role combines two mandates: Company Secretarial work - Board, Committee, and Shareholders' meetings, statutory filings, and corporate records - and Corporate Legal work, which handles the Company's day-to-day corporate legal work, principally contract review and negotiation support, legal documentation, and legal risk and coordination with the parent company's legal function and external counsel.

Principal Accountabilities:

Company Secretary & Corporate Governance

• Plan and manage the end-to-end process of Board of Directors Meetings, Management Committee Meetings, Shareholders' Meetings, AGMs, and EGMs — including notices, agendas, meeting materials, and supporting documents prepared in accordance with the law, the Articles of Association, and shareholder agreements.

• Work with the Chairperson, the Managing Director, and Directors to develop meeting agendas aligned with business priorities and governance requirements.

• Attend meetings and prepare accurate, complete, and timely Minutes of Meeting, capturing key discussions, resolutions, decisions, and assigned actions.

• Draft Board, Committee, and shareholder resolutions, ensuring they are legally sound, properly documented, and communicated to the relevant parties.

• Monitor and follow up on action items arising from Board, Committee, and Shareholders' Meetings, and report status to the relevant stakeholders.

• Coordinate AGM/EGM documentation — notices, proxy forms, financial statements, and other shareholder-related documents — with Finance, and handle the documentation and registration of shareholder and corporate resolutions, including dividend-related matters.

• Maintain statutory corporate records and registers — the Register of Directors, Register of Shareholders, and share transfer records — and coordinate statutory filings and corporate notifications with the Department of Business Development (DBD) within the prescribed timelines, monitoring deadlines for annual filings, changes in directors or shareholders, and capital-related matters.

• Advise Directors and management on corporate authorities, approval processes, meeting procedures, and corporate resolutions.

• Support the Company's obligations as a subsidiary of a listed group — identifying, documenting, and reporting related-party and connected transactions, and providing the corporate and transaction information the parent company requires for its disclosure and reporting obligations.

• Support the implementation of group corporate governance, anti-corruption, and conflict of interest policies, and identify opportunities to strengthen governance processes and internal controls.

• Support the preparation, consolidation, and quality review of Board papers and management reports required for decision-making.

• Coordinate the onboarding of newly appointed Directors, and maintain a secure repository for corporate and governance records, supporting internal and external audits.

Corporate Legal

• Review and revise commercial and corporate agreements — NDAs, MOUs, sale and purchase, supply and service, distribution and agency, lease, consultancy, and license agreements — assessing scope, payment terms, liability, indemnity, warranty, termination, governing law, and dispute resolution provisions, and providing clear written comments.

• Prepare legal documents required for corporate transactions and daily operations, including powers of attorney, corporate authorization certificates, official letters, notices, demand letters, and settlement documents.

• Support business functions in contract negotiations, and develop and maintain standard contract templates, clause libraries, and review guidelines.

• Coordinate the contract approval and signing process — verifying signatory authority and managing execution, stamping, notarization, legalization, and safekeeping of originals — and maintain the contract register, monitoring renewals, expiries, and terminations.

• Serve as the Company's coordination point with its external law firm — identifying when a matter needs specialist input, preparing instructions and background, managing scope, timelines, and fees, and translating counsel's advice into practical actions for the business.

• Provide practical legal advice on day-to-day matters, review internal policies, standard forms, and marketing materials for legal accuracy, and monitor changes in laws and regulations (including PDPA), including support for licenses, permits, and dealings with government authorities.

• Identify and report legal and compliance risks, and coordinate disputes, litigation, and legal due diligence for corporate transactions together with external counsel and the parent company's legal function.

Qualification:

• Bachelor's degree or higher in Law. A Thai law degree and eligibility for Thai Bar Association membership or a lawyer's license is an advantage.

• Minimum 5 years' experience in company secretarial and corporate governance work, combined with corporate or commercial legal experience. Experience in a subsidiary of a listed group or in a law firm serving corporate clients is an advantage.

• Proven experience running Board of Directors, Management Committee, and Shareholders' Meetings, including preparing agendas and meeting materials, drafting resolutions, and producing minutes.

• Strong knowledge of the Civil and Commercial Code, company law, corporate governance principles, and DBD filing requirements, with awareness of the governance and reporting expectations applying to subsidiaries of SET-listed companies.

• Completion of a recognized Company Secretary Programme (Thai IOD or Thai Listed Companies Association) is an advantage.

• Demonstrated experience in drafting, reviewing, and negotiating commercial and corporate contracts in both Thai and English.

• Working knowledge of the Personal Data Protection Act (PDPA) and other regulations relevant to commercial operations.

• Good written and verbal communication skills in Thai and English, including the ability to draft and review legal documents in both languages.

• Ability to translate legal requirements — including advice received from external counsel — into clear, practical guidance for non-legal business stakeholders. Experience instructing and working with external law firms is an advantage.

• High integrity and discretion in handling confidential and sensitive information, with strong organizational skills and the ability to manage multiple matters and deadlines concurrently.

• Proactive, detail-oriented, structured, and able to work independently under pressure.

• Proficiency in Microsoft Office. Familiarity with contract or document management systems is an advantage.

• Good English communication, TOEIC score of 700 or above

• Able to travel and work at Project Sites around Thailand and able to work at office located at Shinawatra 3, Chatuchak, Bangkok.