Company Secretary (5 year FTC)

About the position

Overview:

The incumbent will be responsible for managing the organisation's Board and Board Committee governance oversight processes and activities including secretariat and administrative support services; provision of legal advice/opinion in respect of governance matters relating to Board operations and the organisation's mandate, strategy, and related risks.

The role will entail timeous compilation and circulation of Board and Committee submissions, agendas, minutes, and reports including the development of Board Chairperson and Board Committee Chair Reports; ensuring that decisions/resolutions of the Board and Board Committees are documented and actioned; ensuring compliance with statutory and regulatory requirements relating to disclosure and reporting; spearheading the development of the Board year planner and the alignment of the same with the corporate calendar; championing the development and approval of Board and committee charters as well as policies governing Board operations; championing the development approval and maintenance of up to date Board delegations (between the Board and the Executive Authority and between the Board and Management).

The incumbent will also be responsible for coordinating logistics for Board participation in the organisation's stakeholder management-related initiatives including coordination of related content management.

 

Minimum requirements:

• A Degree in Law or Commerce
• Relevant postgraduate qualification
• Chartered Governance Institute of South Africa (CGISA) Certification will be an added advantage.
• 10+ years working experience in legal, governance or commercial advisory environment
• 3+ years as a Company Secretary or in company secretariat consulting

 

Responsibilities:

Planning and Governance
• Provide inputs to the organisational strategy and Corporate Plan.
• Provide input into reviewing organisational activities and assist in recommending corrective actions if necessary.
• Enhance and implement treasury systems, processes, procedures, tools, and control systems.
• Implement controls within the section which minimize potential risk to stakeholders.
• Ensure monthly, quarterly, and annual reports are prepared accurately, maintained, and submitted timeously to all stakeholders.
• Manage preparation and support of all internal and external audits.
• Participate in management fora within the organisation, contributing expertise to enable sound decision-making.
• Facilitate departmental stakeholder communication through appropriate structures and systems.

Provision of Legal Advice and Opinion
• Provide legal advice and draft legal opinions / legal documents to ensure that business units operate within the legal framework.
• Conduct factual problem and dispute analysis through consultations.
• Assess contingency and reliability of available evidence and burden of proof.
• Conduct legal research on legal aspects of disputes or problem areas and provide legal opinion where necessary.
• Prepare memoranda to external attorneys and counsel as and when required.
• Track progress of implementation of outcomes of legal opinions.

Manage Board Governance
• Responsible for ensuring that the legal framework and any supporting policies and procedures are clearly documented.
• Develop and implement processes to promote and sustain good corporate governance.
• Manage that the board and board committee charters and terms of reference are kept up to date and understood.
• Ensure that statutory documentation is properly compiled and timely circulated (board papers, register of Directors, Minutes, Articles, legislation for Board) and assist board committees with drafting of yearly work plans.
• Report to the Board any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company or the Act.
• Responsible for ensuring that the organisation's annual financial statements are sent in accordance with the Act, to all the stakeholders entitled to it.
• Monitor compliance to Corporate Governance and compile a report to Board and EXMA.

Board of Directors' Support and Administration
• Advise the Board of Directors, through the chairperson, on all governance matters, and consider any improvements that could strengthen governance of the company.
• Draft Board and Committee meeting minutes and distribute the required actions to the relevant business units for implementation.
• Provide comprehensive practical support and guidance to directors, with particular emphasis on supporting the non-executive directors, the chairman of the board, the chairpersons of committees and the audit committee.
• Obtain appropriate responses and feedback to specific agenda items and matters arising from earlier meetings in board committee deliberations and raise matters that warrant attention.
• Monitor the implementation of the actions by various stakeholders and provide an evaluation report to EXMA and Board Committees.

Management of Board and Committee Processes
• Plays a leading role in good governance by helping the Board and its committees function effectively and in accordance with their terms of reference and best practice.
• Manage meeting scheduling, proactively drafting the agenda, and ensuring that the presentations drawn are of high-quality up-to-date information before the meetings.
• Provide an enabled environment for directors to contribute fully to board discussions and debate and to enhance the capability of the Board for good decision-making.
• Manage and pursue follow-up actions and report on matters arising.

Management of Subsidiary Compliance to Corporate Governance
• Ensure a subsidiary company policy exists to govern the relationship between the organisation and the subsidiary.
• Ensure subsidiaries have statutory regulations in place listing company secretary, directors, auditors and who are tasked to maintain statutory records.
• Report to EXMA and Board on the level of governance performance of subsidiaries and make the necessary recommendations to action remedies to existing gaps.

Board Development
• Build effective working relationships with all board members, offering impartial advice and acting in the best interests of the company.
• Promote board development by assisting in the proper induction, orientation, ongoing training and education of directors with all development processes including board evaluation.
• Instrumental in the implementation of a rigorous annual board, committee and individual director assessment in their fiduciary and other governance responsibilities.
• Take the lead in developing tailored induction plans for new directors and devising a training plan for individual directors and the Board.
• Send submissions to CEO and recommend the training interventions required for Board for approval.
• Provide value add by fulfilling, or procuring the fulfilment of, these best practice governance requirements on behalf of the Chairman.

Compliance, Disclosure and Reporting
• Responsible for drafting the governance section of the company’s annual report to maintain the quality standards of governance reporting.
• Ensure compliance in accordance with relevant policies, procedures and legal requirements, also ensure that all reports are made available to shareholders according to the relevant regulatory or listing requirements.
• Follow up on implementation of required actions as determined to ensure compliance achievement, and compile governance status report to the EXMA and the Board.
• Review and analyse current legislation and regulations to determine and confirm the areas of compliance.
• Utilise legislative compliance tool to gauge the level of compliance within the company's business strategic direction, areas of compliance, possible risks for non-compliance, and actions to prevent non-compliance.
• Promote ethics to ensure that staff and Board of Directors disclose their business interest to prevent conflict of interest and follow up on non-compliance.
• Table an annual report to the Board on the level of compliance and alert the Board to any compliance irregularities during the course of the year.
• Manage data collection required from relevant sources, generate reports, make recommendations and submit to EXMA and Board for approval.
• Monitor business against the compliance requirements and take rectification actions where required.

Stakeholder Management
• Manage relationships with different stakeholders, such as attorneys, counsel, business units, and other stakeholders.
• Liaise and hold meetings with management to articulate the Board's resolutions and ensure that actions taken are aligned.
• Network with key stakeholders, business formations, and other clients to ensure that effective shareholder relations are maintained.
• As important link between the board and business he/she can coach management to understanding the expectations of, and value brought by the Board.

Desired Skills:

• Commercial Law
• Company Secretarial Services
• Corporate Governance
• Legal
• Legal Advice
• Reporting