Senior Manager Corporate Governance & Company Secretary

Job Location: Chennai

ROLE SUMMARY

Pfizer Healthcare India Pvt. Ltd. is a wholly owned subsidiary of the Pfizer Group. The entity in India operates out of 2 locations (Vizag & Chennai). The entity has a 100% Export Unit in a SEZ in Vizag, and a R&D Capability Centre in Chennai. The Senior Manager - Corporate Governance & Company Secretary will serve as a Key Managerial Personnel and a trusted advisor to the Board and senior leadership, responsible for ensuring robust corporate governance, legal risk management, statutory compliance, and CSR governance for the India operations of the Company.

The role combines Company Secretarial expertise, hands-on operational legal experience , and end-to-end ownership of the Corporate Social Responsibility (CSR) framework, consistent with expectations in large multinational pharmaceutical companies operating in India

ROLE RESPONSIBILITIES 1. Company Secretarial & Corporate Governance (Primary Accountability)

• Act as the Company Secretary under the Companies Act, 2013 and serve as a Key Managerial Personnel (KMP)
• Ensure 100% compliance with the Companies Act, SEBI regulations (where applicable), Secretarial Standards, and MCA requirements
• Plan, convene, and manage:
• Board Meetings
• Board Committee Meetings (Audit, CSR, Risk, etc.)
• Annual General Meetings (AGM) and Extraordinary General Meetings (EGM)
• Draft, review, and maintain:
• Notices, agendas, minutes, resolutions
• Statutory registers and corporate records
• Oversee ROC filings and returns, including:
• Annual and event-based filings
• Director-related compliances
• Share capital, charges, and statutory disclosures
• Serve as the primary interface with the Registrar of Companies (ROC), MCA, and other regulatory authorities
• Advise the Board on corporate governance best practices, fiduciary duties, and regulatory changes impacting the Company 2. Legal & Compliance Management
• Provide operational Legal support for India operations of the Company,
• Support commercial litigation management
• Support the business on commercial laws pertaining to pharmaceutical industry
• Draft, vet, and negotiate commercial contracts, including:
• Vendor and service agreements
• NDAs
• Consulting, distribution, and licensing arrangements
• Own and operate the enterprise Compliance Management Tool, ensuring:
• Identification of applicable corporate laws
• Timely compliance tracking and reporting
• Periodic compliance certifications to leadership and the Board
• Drive compliance culture across the organisation through training, awareness, and internal controls

3. Corporate Social Responsibility (CSR) Governance & Oversight

• Serve as the nodal officer for CSR under Section 135 of the Companies Act, 2013
• Support and coordinate the CSR Sub-Committee of the Board, including:
• Agenda preparation and minutes
• Monitoring implementation and spend
• Design, implement, and monitor the CSR Policy, ensuring alignment with:
• Schedule VII of the Companies Act
• Company values and ESG priorities
• Oversee:
• Identification and evaluation of CSR projects
• Due diligence of implementing NGOs
• Tracking of CSR spends and outcomes
• Ensure statutory CSR disclosures and reporting, including Boards Report disclosures and MCA filings
• Act as the governance and compliance anchor for CSR audits and assessments BASIC QUALIFICATIONS Education:
• Qualified Company Secretary and active member of the Institute of Company Secretaries of India (ICSI)
• Bachelor of Laws (LLB) from a recognised university
• Both qualifications are mandatory Experience:
• Minimum 15 years of post-qualification experience in:
• Company Secretarial practice
• In-house legal and litigation management
• Significant experience in:
• Multinational companies, preferably pharmaceutical / life sciences / regulated industries
• Working with Boards and senior leadership teams
• Managing regulators and government authorities
• Deep expertise in Companies Act, corporate governance, and regulatory compliance
• Strong litigation management and legal risk assessment capabilities
• High-quality legal drafting, negotiation, and advisory skills
• Strong judgment, integrity, and ability to operate under pressure
• Strategic mindset with hands-on execution capability