About the position
JOB PURPOSE
Responsible for the provision of a professional corporate secretariat services to the Board of Directors and Board Sub-Committees to ensure and uphold oversight and good corporate governance standards, compliance with all relevant legislation and regulations, as well as support the Board and Directors in the performance of fiduciary duties. Also responsible for supporting the Office of CEO with the corporate secretariat services to the ExCom and other meetings, should it be required.
Output
Strategy Development and Execution
- Develop and implement Company Secretariat Framework which guides the preparation for, managing and recording of meetings.
- Develop and implement Corporate Governance Framework to ensure compliance to King IV Report and other corporate governance practices.
- Develop, execute, review and report on operational plan aligned to the Corporate Strategy.
- Lead and manage in line with the approved policies, applicable laws and the delegated authority by facilitate resource availability for operational effectiveness.
- Provide regular report to the Board and Board Committees on various matters and activities
- Identify the principal risks and implement appropriate systems to manage these risks.
Operations Management
Develop and implement the Annual Board and Sub-Committees Plan and Calendar with support from the Chairperson and the Chief Executive Officer, which is aligned to the organisational Calendar.
Certify in the annual financial statements that has complied with all the requirements of the Companies Act and PFMA, as well as ensure that a copy of the financial statement is available.
- Provide guidance to Board and Sub-Committees, Subsidiary Boards and Management on delegation of authority to ensure compliance and proper governance.
- Liaise with the Directors, Chairman, regulatory officials and other relevant external key stakeholders as required.
- Monitor and report adherence and/or non-compliance to the Codes of Business Conduct and develop appropriate remedial actions.
- Support the Office of the CEO with the secretariat of ExCom, and other relevant meetings, as and when required.
Financial Leadership
- Develop and manage/monitor the Business Unit's budget within the spending approval authority levels approved by the Board.
- Monitor and manage business unit annual budget and report major financial commitments, exposures and risks to the CEO in a regular and timely basis.
- Ensure compliance to the PFMA and all Treasury Regulations including other applicable prescripts and acts.
- Facilitate resource availability through effective procurement processes
Stakeholder Relationship Management
- Identify strategic stakeholders in order to foster effective communication and ensure appropriate relationships are maintained.
- Establish/build and maintain strategic partnerships and relationships with key role players/partners and set up operational stakeholder forums, where necessary.
- Participate in meetings or discussions with stakeholders on company activities with aspects requiring company secretariat.
- Cultivate, maintain, protect and promote corporate image and the brand.
- Articulate organisational programmes and values to internal and external stakeholders.
Sound Corporate Governance
- Develop, review and update Board Charters and Sub-Committee Charters.
- Advise and support Directors of their responsibilities and liabilities under the Companies Act, PFMA and corporate governance requirements.
- Facilitate meetings with the Chair and CEO to formulate the discussion items and agendas for Board and Sub-Committees Meetings.
- Serve as a Convener of Board and Board Sub-Committee Meetings, as well as Board Workshops.
- In support of the CEO, facilitate the appointment process in accordance to the Companies Act, Board Charter and other applicable procedures.
- Preparing the annual report (or parts thereof) and ensuring statutory deadlines are met and that the statutory and regulatory disclosures valid and are in line with good governance.
- Lead the induction of new or inexperienced Directors and provide continued capacity building to address the specific training needs of individual Board Members.
- Advise the Board and CEO on the remuneration of the Board Members.
- Support the Board Chair and CEO with the Board and Sub-Committee reviews to evaluate performance of the Board and their Sub-Committees as a collective and individual Board Members performance within the Board and Board Committees.
- Oversee the collation, preparation and distribution of Board and Sub-Committee packs in accordance to the Service Level Agreement with the Board and within set standards (quality and time), as well as ensure that the CEO (as an Accounting Officer) approves the packs prior distribution to Board Members.
- Ensure the proper and orderly conduct of Board and Sub-Committee meetings in accordance to the Board Charter and Rules Book.
- Ensure that minutes of all statutory meetings including shareholders' meetings, Directors' meetings and the meetings of any sub-committees are properly approved and recorded. Includes maintaining the minute books and certify copies of minutes.
- Monitor the relevant statutory registers (for example, Board Minute Book, Directors Declaration of Interests and Attendance Registers).
- Provide the main source of guidance in respect of matters of ethics and good governance in Board operations and activities.
- Provide an important link between the Company, its Directors, Shareholders and Regulators.
- Monitor and update the Board and other internal stakeholders on new amendments to the Companies Act, PFMA and other relevant legislation impacting on the workings of the Board and Sub-Committees.
- Manage and safeguard all documentation regarding Board and Board Sub-Committees activities for easy access.
- Develop and implement a whistleblowing policy
Organisational effectiveness
- Create a leadership presence and provide strategic direction to ensure it achieves the planned targets and goals.
- Maintain and make recommendations on the review of the organizational structure to meet the set delivery objectives.
- Define and implement the delegated authority.
- Document, develop, review and update standardised company secretariat processes and standards to retain institutional memory and to achieve efficiencies.
- Lead, manage and empower staff to ensure that staff meets the performance objectives within the resource constraints.
- Design an effective communication and feedback mechanism to promote open communication and transparency.
- Oversee management, maintenance and safeguarding of assets and equipment in the Department to. ensure that all assets and equipment are used and managed in an effective, efficient and economical way
- Oversee effectiveness of corporate secretariat operations;
- Drive institutional transformation to ensure that the organisation at all levels reflects the transformation objectives
- Implement consequence management (positive and negative).
Knowledge (Qualification & Experience)
Minimum Requirement:
- NQF Level 8 Postgraduate qualification in Law or equivalent. Specialist Diploma in Company Law will be an advantage.
- Registered with the Chartered Institute of Secretaries SA.
- 5 years in corporate secretariat and/or legal environment as a Company Secretary.
Skills
Minimum Requirement:
Detailed knowledge of corporate governance.
Detailed knowledge of company secretariat.
Detailed knowledge of legal frameworks and processes.
Detailed knowledge of political and business protocol.
Working knowledge of PFMA, PPPFA, Company Act, Commercial Law and other relevant regulations/laws.
Good working knowledge of strategy and operational planning.
Knowledge of Treasury regulations and other relevant legislations and regulations
King lV
Financial skills
Communication skills
Analytical skills
Complex problem solving skills (potential conflicting priorities)
Sound judgement
Awareness of sensitivities of different stakeholders
Prioritising of multiple tasks
Knowledge of political, economical and social aspects relating to the Limpopo province & National
Desired Skills:
