About the position
The role of the Company Secretary/Legal Counsel is to challenge the status quo by scanning the environment and consulting with external regulators and advisors to be aware of changes in company secretarial and Board practices as well as the latest regulations and policies, to translate governance theory into centralised, coordinated frameworks, policies, and standards for the Company Secretarial and Legal functions to ensure that governance and best practices are continually applied in the execution of the duties of the function.
Role Requirement:
Secretarial
- Appointment of Directors - prepare appointment letters, ensuring all statutory requirements are complied with, i.e., JSE and CIPC as well as Delta Property Fund processes and procedure.
- Ensuring Directors' fees are calculated correctly and paid timeously and year-end report accurately on fees paid.
- Providing the Directors of the company, collectively and individually, with guidance as to their duties, responsibilities, and powers.
- Inducting new Directors on corporate governance matters.
- Responsibility for the overall administration of Board and Committee meetings, i.e., arrange meetings, compile, and distribute agendas, meeting packs, take minutes and follow up on action items.
- Bringing compliance issues to the attention of the Board of Directors.
- Drafting all written resolutions.
- Driving the process for the annual self-performance evaluations of the Board and Committees including administering of questionnaires and writing evaluation reports. Assist the Chairman of the Board in ensuring that matters arising are actioned.
- Organising independent evaluation of Board and Committees on a two-year cycle.
- Responsibility for drafting the terms of reference of Board Committees and ensuring that they are kept up to date.
- Reviewing Board policies such as the Independence of Directors.
Legal
- Setting internal governance policies and managing the impact of external factors.
- Providing expert legal support and advice to management.
- Ensuring that the company is following the internal controls, statutory regulations, and other formalities.
- Drafting legal documents including contracts, statements, agreements, etc. and ensuring that these minimise risk and maximise the company's legal rights.
- Identify proactive solutions that will eliminate or mitigate risks.
- Handling all litigation matters on behalf of the company; and
- Keeping up with current changes on all relevant areas of laws and contributing to the enhancement of the knowledge base of the company's legal function.
Strategic Leadership
- Assisting with the appointment of Directors - prepare appointment letters, ensuring all statutory requirements are complied with, i.e., JSE and CIPC as well as Delta Property Fund processes and procedure.
- Providing the Directors of the company, collectively and individually, with guidance as to their duties, responsibilities, and powers.
- Inducting and train new Directors on corporate governance matters.
- Assuming responsibility for the overall administration of Board and Committee meetings, i.e., arrange meetings, compile, and distribute agendas, meeting packs, take minutes and follow up on action items.
- Bringing compliance issues to the attention of the Board of Directors.
- Drafting all written resolutions.
- Assisting in the annual self-performance evaluations of the Board and Committees including administering of questionnaires and writing evaluation reports. Assist in ensuring that matters arising are actioned.
- Organising independent evaluation of Board and Committees on a two-year cycle.
- Drafting Terms of Reference of Committees and ensure they are kept up to date.
- Reviewing Board policies such as the Independence of Directors.
- Ensuring Directors fees are calculated correctly and paid timeously and year-end report accurately on fees paid.
- Managing the meeting procedures of the Executive Committee.
Stakeholder Engagement
- Developing and managing strategic relationships with key stakeholders.
- Working across organisational boundaries to communicate and building consensus amongst the Executive leadership team on the strategic agenda.
- Establishing trust and credibility by demonstrating knowledge of key areas within the Group Company Secretary's portfolio.
- Building and leveraging effective professional networks in service to the organisation and the industry.
- Managing shareholder meetings (annual and general meetings), including the preparation of the notice of meetings and other documentation, preparation of minutes and ensuring compliance with the JSE Listings Requirements and the Companies Act on meetings.
- Managing the distribution of dividends to shareholders in the various jurisdictions.
- Acting as the point of contact and respond to shareholders queries regarding the company.
- Collaborating and contributing to the preparation of the company's annual financial statements and integrated report and accountable for the distribution thereof to shareholders.
- Providing leadership on governance in a confident and respectful manner.
Leadership and People Management
- Enabling and empowering the team to implement and execute the tasks associated with the Company Secretarial function.
- Assuming responsibility for identifying, developing, and retaining a diverse pool of high potential and scarce skills talent, for the benefit of the broader business, with a deliberate intent to ensure the long-term learning and/or development of others.
- Having the ability to develop and execute strategies and have the flexibility and skills to address noteworthy events in the execution of plans and make necessary adjustments to meet the company's/role's objectives.
- Assuming the position of a strong and confident collaborator who can gain respect and works collaboratively with others as part of a task or a process-oriented group.
- Exercise discretion when dealing with confidential information.
Interpersonal Skills / Key Attributes
- Exceptional communication skills (Written and verbal) across all occupational levels internally and externally.
- Exceptional interpersonal, self-confident, strong negotiator capable of influencing people, (internally and externally).
Technical / Professional Expertise
- Able to quickly adapt to shifting demands.
- Honestly and integrity.
- Motivated, organised, detail-oriented and professional.
- Exceptional analytical and critical thinking skills.
- Commitment to working within parameters.
- Orientation towards growing and nurturing relationships
Qualifications
- Honours Degree in Law or a relevant field
- A Chartered Institute of Secretaries (CIS) qualification will be an advantage.
- An admitted Attorney.
Experience
- Institute of Directors SA or Chartered Secretaries Southern Africa registration (preferred) Experience
- At least 5-7 years' Company Secretary in-house corporate experience, in a listed company.
- 3-5 years senior managerial experience
- Proven track record in overseeing and leading corporate governance initiatives within a corporate environment
- Proven track record of developing and implementing corporate governance (King IV) protocols and policies within a corporate environment
- Knowledge of regulatory requirements of a publicly listed company i.e., financial requirements, corporate governance, JSE listing requirements, company secretary principles, practices, and procedures.
- In-depth knowledge of Corporate Governance Principles, relevant Codes and Legislation, particularly the Companies Act; and practical knowledge and understanding of reporting i.e., financial requirements, corporate governance, JSE
Desired Skills:
