Corporate Governance Officer

1 month ago

Cape Town, Western Cape, South Africa Profile Personnel Full time

Profile Personnel is seeking a qualified and seasoned professional to oversee the delivery of corporate governance services to the Executive Management and the Board, as well as its sub-committees. The successful candidate will ensure adherence to all relevant legislation, corporate governance standards, and best practices. This role is pivotal in driving the corporate governance framework and ensuring compliance with applicable laws and regulations.

Qualifications & Legal Requirements:

  • Minimum: Bachelor's Degree in Law (NQF Level 7)
  • Advantageous: LLB
  • Professional certification or membership from a recognized professional body such as the Chartered Governance Institute of South Africa (CGISA) is preferred
  • Valid Driver's License (willingness to travel is essential)

Experience Required:

  • Minimum: 8 years of experience in corporate governance or company secretariat roles, with at least 5 years in a management capacity
  • Advantageous: Over 10 years of experience in corporate governance or company secretariat roles, with more than 6 years in a management capacity

Position Responsibilities:

Company Secretariat (Board and Operational Committee):

  • Develop the annual calendars for the Board and Operational Committee in collaboration with the Board Chairperson and CEO
  • Prepare agendas and documentation for all Board, Committee, and Operational Committee meetings
  • Distribute notices and agendas for meetings to all members
  • Attend meetings to ensure compliance with legal requirements
  • Draft minutes of meetings in accordance with legislation and distribute them to members as per policy
  • Facilitate feedback and responses to agenda items and matters arising from previous meetings

Corporate Governance:

  • Advise Board Members on their duties, responsibilities, and powers
  • Keep Board Members informed of relevant laws affecting the Group
  • Report any compliance failures by the company or Board Members
  • Ensure proper procedures for the appointment of Board Members are followed
  • Facilitate the induction, orientation, and ongoing training of Board Members
  • Maintain communication with the Chairperson and provide support to Board Members
  • Keep Board and Committee Charters and Terms of Reference up to date
  • Assist in evaluating the Board and its committees

Compliance Management:

  • Lead the corporate compliance program, independently reviewing compliance issues across the Group
  • Facilitate the evaluation and resolution of compliance issues
  • Monitor compliance with legislation and report on compliance efforts
  • Advise the Board and senior management on compliance matters
  • Identify compliance vulnerabilities and develop corrective action plans
  • Analyze new laws and regulations and conduct research on compliance issues
  • Ensure timely compliance with regulatory deadlines

Legal Services:

  • Manage the provision of legal services to ensure informed parties receive appropriate legal advice
  • Provide legal counsel to Executive Management and the Board
  • Review and approve legal opinions
  • Oversee litigation and disputes to ensure accountability
  • Act as an advisor on litigation matters
  • Manage representation in court and approve attorney appointments
  • Guide negotiations for settlements
  • Oversee contract management, including approval and adherence to contracts

Budget Management:

  • Prepare the budget for Board meetings in line with guidelines
  • Monitor expenditures to ensure compliance with budgetary limits
  • Authorize expenditures as per delegation of authority
  • Generate financial reports on expenditure and budget variances

This position offers a unique opportunity to contribute to the governance and compliance framework of a well-established organization.

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