Deputy Company Secretary

1 month ago

Sandton, South Africa Discovery Ltd. Full time

**Business Unit**:Discovery Central Services**Function**:Corporate Secretariat**Date**:10 Oct 2024**Deputy Company Secretary**

**About Discovery**
- Discovery’s core purpose is to make people healthier and to enhance and protect their lives. We seek out and invest in exceptional individuals who understand and support our core purpose, and whose own values align with those of Discovery. Our fast-paced and dynamic environment enables smart, self-driven people to be their best. As global thought leaders, Discovery is passionate about innovating in order to not only achieve financial success, but to ignite positive and meaningful change within our society.**Group Functions**
- Group Functions is responsible for all tasks at a Holdings level. It comprises of reporting, Investor relations, Strategic initiatives, Company secretariat etc.
- **Job Purpose**
- This role will be reporting into the Group Company Secretary and will, together with the Group Company Secretary, work closely with the Board of Directors and Senior Management, to ensure a thorough understanding of all compliance and legal matters and the risks thereof. The role will work closely with all relevant assurance functions to ensure that all statutory obligations are met and a high standard of Corporate Governance is maintained within the business.
- Further, the role will be responsible for ensuring compliance with requirements of the Companies Act, JSE Listings Requirement, Code on Corporate Governance, Delegation of Authorities, internal processes, board resolutions and etc.

**Principal Accountabilities**

**Governance**
- Incorporating best practice corporate governance processes into board business and maintaining strong corporate governance frameworks in accordance with statutory requirements.
- Advising the Board, Committees and Group and Subsidiary CEOs on legal matters and issues of corporate governance.
- To ensure compliance of the provisions of Companies Law and other regulatory frameworks.
- Assisting with the preparation of Integrated Reports.
- Reviewing and implementing of the Delegation of Authority for the Group.
- Assisting in the preparation of prescribed submissions to the regulator e.g., notification of termination/ appointment of key individuals.
- To assist with matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers and correspondence between the shareholders and the company
- Preparing documents for declaring dividend, updating registered addresses and/or change of directors and sending copies of minutes/resolutions/documents to auditors as required
- To prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorised by the broad of the directors or the executive responsible.
- Handling due diligent requests.
- Working with the leadership team and senior stakeholders to deliver better good risk outcomes.
- Updating and/or generating corporate structure charts as and when required.
- Developing initial appointment letter and other documents.
- Developing of a Training Plan for Directors (including Subsidiaries).
- Updating policies with amendments approved by relevant committee / board and preparing execution copies.

**Secretariat**
- Reviewing and implementing of the Board Charter, Committee Mandates and Annual Work Plans.
- Developing and implementing of the Corporate Governance Corporate Calendar for the Group (including Subsidiaries).
- To assist with the arrangement and preparation of Board Meetings, notices of meetings, the agenda, record of proceedings and minute taking.
- Tracking and monitoring progress on action items list from Board, Board Committees and Management ensuring decisions made are communicated to the relevant stakeholders (for noting and/or actioning).
- Communicating with the chairpersons of various committees/Boards replying to and actioning queries.
- Arranging annual board evaluations and reviews and feedback thereof, and ensuring action is rolled out.
- Monitoring all preparation's incidental to the Annual General Meetings for DSY and its subsidiaries' Boards of Directors.
- Preparing of Written Resolutions for the various governance structures.
- Preparing of certified extracts from various governance structures and distribution thereof to relevant person(s).

**Compliance**
- To ensure that all statutory forms are filed and submitted in line with regulatory requirements.
- Filing of copy of special resolutions on prescribed form within the specified time period.
- To assist with the implementation of policies formulated by the directors.

**Education; Knowledge and Experience**
- Bachelor of law / Bachelor of Commerce, CIS or equivalent tertiary qualification
Member of the institute of chartered secretaries
- Previous experience in a Company Secretarial role (including co

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