Legal Company Secretary

7 months ago

Centurion, South Africa SoluGrowth (Pty) Ltd. Full time

**Job Purpose**:
To serve as company secretary and to provide input (to the extent possible and appropriate) on legal, policy, risk and compliance-related matters faced by the group.

**Reporting Structure**:
This position reports to the chairman of the board and the group chief financial officer (“**CFO**”), although working with the CFO is important.

**Minimum Qualifications**:
BCom Law or LLB degree and CSSA or equivalent qualification (or studying towards).

**Required Experience**:

- A minimum of 3 to 6 years’ experience serving as a company secretary in a JSE listed environment.
- Experience in the drafting, negotiation, and management of commercial agreements (advantageous).
- Admitted attorney with a minimum of 3 years’ post admission experience in corporate and commercial law (advantageous).
- Experience in Southern African and International M&A transactions (advantageous).

**Critical Skills and Knowledge**:

- Thorough knowledge of the South African Companies Act, JSE Listings Requirements and the King IV Code on Corporate Governance.
- Commercial legal knowledge.
- Proficiency in Microsoft Office (Word, Excel, PowerPoint).

**Critical Competencies**:

- Meticulous attention to detail.
- Ability to work under pressure.
- Excellent English communication skills - both oral and written.
- Excellent project management and problem solving skills.
- Results and solution focussed.
- Ability to manage conflicts.

**Key Outputs: Company Secretary**
- Ensure compliance with all relevant legislation, regulations, and corporate governance codes applicable to the company, such as the Companies Act, King IV Report on Corporate Governance, JSE and BSE Listings Requirements and other industry-specific regulations.
- Provide support to the board of directors, including organising and preparing board meetings, drafting agendas, taking minutes, and maintaining accurate records of board decisions.
- Manage communications with shareholders, including organising and facilitating general meetings, preparing, and distributing meeting notices, coordinating proxy voting, and maintaining the share register.
- Maintain the company's statutory registers, including the register of directors, shareholders, and other required registers.
- Liaising with the company sponsor and transfer secretary.
- Maintain meeting calendars.
- Facilitate directors’ induction and training.
- Prepare and facilitate annual board evaluations, interviews with board members and drafting the recommendation report on findings.
- Ensure that all necessary filings and disclosures are made with the Companies and Intellectual Property Commission.
- Manage administrative tasks related to the company secretarial function, such as drafting and filing of annual returns, maintaining the company's constitution (Memorandum of Incorporation), and updating the company's records with any changes in share capital or directorships.
- Advise the board on matters of corporate governance best practices, assisting with the development and implementation of corporate governance policies and procedures, and monitoring compliance with such policies for the group.
- Compile governance reports for the Annual Integrated Report including the Notice of AGM.
- Assist with the preparation and filing of financial statements, annual reports, corporate governance reports and other required disclosures in accordance with relevant laws and regulations as required.
- Responsibility for all shareholders communication via SENS, X-News and the company’s website.

**Stakeholder Support and Liaison**:

- Conduct and coordinate research into a variety of legal issues as required.
- Provide legal input into a broad spectrum of strategic issues.
- Engage with clients, service partners and business partners as required.
- Ensure that key legal environmental changes are communicated to relevant stakeholders.
- Prepare requisite reports for executive meetings.
- Manage external legal counsel and services rendered by external legal counsel.
- Engage with statutory bodies as required.

**Legal Policy and Procedure Development**:

- Develop and recommend company policy and position on all relevant legal issues.
- Review and advise management on the legal implications of internal policies and procedures.
- Define and implement internal legal management procedures.

**Legal Risk and Compliance Management**:

- Advise business on relevant legislation and related changes and impacts in the legal environment.
- Identify, implement and monitor related compliance issues and requirements.
- Provide legal advice to companies in the group on appropriate mitigations pertaining to specific legal risks.
- Liaise with internal audit regarding compliance requirements and verification exercises.
- Conduct legal risk assessments on new or enhanced services and systems.
- Provide legal protection and risk management advice to management especially on contract management.

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