Company Secretary

2 days ago

Gauteng, South Africa Fraser Alexander (Pty) Ltd. Full time

The position of the Company Secretary (COSEC) exists primarily to advise and manage the effective functioning of the Board, to provide Fraser Alexander with professional and specialist legal advice and to ensure that the Company adheres to all governance processes and comply with the provisions of the necessary applicable Acts.

**RESPONSIBILITIES**

**Corporate Governance**
- Advise the Board of Fraser Alexander, EXCO and other management regarding compliance with the Memorandum of Incorporation and other statutory requirements.
- Keep abreast of best practice corporate governance developments by doing research to ensure the integrity of advice.
- Develop and monitor compliance with board and committee charters and board policies on the Disclosure of interests and Delegation of authority.
- Preparation of resolutions.
- Advise the Board in respect of procedural and compliance issues on statutory obligations, amendments thereto.
- Prepare, administer, collate, analyse and report to ensure compliance with relevant Acts, laws and regulations.
- Ethics Officer of the business.

**Legal Advice**
- Maintain up to date knowledge of relevant case law, legislation & regulations to ensure that proactive action is taken in the mitigation of legal risks.
- Assist the Commercial Division to structure, negotiate and draft commercial agreements including cross-border transactions, joint venture, shareholders agreements, contracts and opinions.
- Furnishing legal opinions and advice on various areas of the law impacting the mining industry within the Corporate Commercial environment.
- Maintain the required standard of legal technical knowledge and maintain expertise in Company’s Act, Companies MOIs and other regulations.
- Assist in managing the quality of service provided by external legal advisors.

**Board Obligations**
- Consult with the chairmen of the board and committees and be responsible for the preparation of agendas, structuring and distribution of the meeting pack, Board and committee procedures.
- Facilitate access by Board members to management, additional information and professional external independent advice.
- Administer and analyse results of annual board performance assessments.
- Report results and provide guidance for continuous improvement.
- Conduct ad hoc research at the request of board and committees and make recommendations.
- Induct any new directors.
- Develop and manage the ongoing Board training programme.

**Company** **Secretarial Administration**
- Manage the preparation and submission of regulatory and statutory requirements.
- Manage the scheduling and arranging of meetings of the Board and committees of Fraser Alexander.
- Attend all board, committee and Shareholder meetings.
- This includes all jurisdictional boards.
- Take, prepare minutes and follow up on matters arising from the meetings and resolutions.
- Liaise with relevant authorities re legal structures and compliance where required (both in SA and internationally).
- Prepare notice of corporate circulars.

**Culture and Leadership**
- Lead by example and in accordance with the values of Fraser Alexander.
- Set clear business priorities and customer focused plans.
- Establish a high-performance driven culture and measure performance against set targets.
- Promote constructive experimentation to encourage innovation.
- Promote productivity and continuous improvement.
- Engender motivation and pride in Fraser Alexander.
- Provide visible, responsible and responsive leadership.

**People Management**
- Identify human resources required to deliver on strategy and business plan.
- Ensure that the division is adequately resourced with the right people in the right positions.
- Ensure that employees are trained, developed, coached and mentored.
- Motivate and lead staff and ensure environment that encourages staff retention.
- Monitor performance and provide performance feedback.

**QUALIFICATIONS**
- B Com Legal or related Law degree.
- Admitted Attorney/Advocate.
- FCIS Accreditation.
- Post graduate business degree will be an advantage.
- Ethics Officer certification will be an added advantage.

**EXPERIENCE**
- At least 8 years’ experience in a similar role.
- Previous mining experience will be advantageous.

**SKILLS, QUALITIES AND ABILITIES REQUIRED**
- Excellent organisation and planning skills.
- Excellent written communication skills.
- Strong negotiation skills.
- Good interpersonal skills.
- Information management and monitoring.

**Closing Date: 07 November 2024

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