Corporate Governance Specialist

2 months ago

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

**Job Title:** Corporate Governance Specialist

**Company Profile:** Profile Personnel is a leading provider of professional services, seeking a highly skilled Corporate Governance Specialist to join our team.

**Job Summary:** We are looking for a seasoned Corporate Governance Specialist to manage the provision of company secretariat services to our Executive Management and the Board, ensuring compliance with all applicable legislation, corporate governance regulations, and guidelines.

**Key Responsibilities:**

  • Drive and implement the corporate governance framework and ensure Group compliance to the relevant laws and regulations.
  • Oversee the provision of legal services to the Group to mitigate any legal risk to the business.
  • Prepare the annual Board and Opco calendars in consultation with the Board Chairperson and the CEO.
  • Prepare the agenda and meeting document packs for all meetings of the Board, Committees, and Sub-Committees, and Opco.
  • Issue notices and agendas of Board and Opco meetings to every Board and Opco Member.
  • Attend Board, Committee, and Sub-Committee, and Opco meetings to ensure that the legal requirements are fulfilled.
  • Prepare minutes as a record of Board, Committee, and Sub-Committee, and Opco proceedings in accordance with legislation, and distribute to members as per prevailing policy.
  • Facilitate the obtaining of appropriate responses and feedback to specific agenda items and matters arising from earlier meetings as regards Board, Committee, and Sub-Committee, and Opco deliberations.

**Corporate Governance:**

  • Provide the Board Members collectively and individually with guidance as to their duties, responsibilities, and powers.
  • Keep the Board Members aware of any law relevant to or affecting the Group.
  • Report to the Board on any failure on the part of the company or a Board Member to comply with the rules of the company or applicable legislation.
  • Ensure that the procedure for the appointment of Board Members is properly carried out through the taking of the relevant oath.
  • Facilitate the proper induction, orientation, ongoing training, and education of Board Members, including assessing the specific training needs in line with fiduciary and other governance responsibilities.
  • Maintain a direct channel of communication to the Chairperson and provide comprehensive practical support and guidance to Board Members.
  • Maintain up-to-date Board and Board Committee Charters and Terms of Reference.
  • Assist with the evaluation of the Board, its committees, and its individual Board Members.

**Compliance Management:**

  • Drive and oversee the corporate compliance program, functioning as an independent and objective body that reviews and evaluates compliance issues/concerns across the Group.
  • Facilitate the appropriate evaluation, investigation, and resolution of identified compliance issues.
  • Monitor compliance to relevant legislation and regulations and present results of compliance efforts across the Group.
  • Provide guidance to the Board, Exco, and the senior management team on matters relating to compliance impacting the Group.
  • Identify potential areas of compliance vulnerability and risk, and develop / implement corrective action plans for resolution therein.
  • Disseminate and analyze new or revised laws and regulations, and carry out research on compliance and corporate governance issues.
  • Ensure that all deadlines concerning regulatory compliance are met.

**Legal Services:**

  • Manage the provision of legal services to ensure that the respective interested and affected parties are informed and provide proper legal advice and guidance.
  • Provide legal counsel to Exco and the Board on all legal matters.
  • Review and approve legal opinions.
  • Manage litigation, disputes, and labour cases across the Group to ensure proper accountability and consequence management for non-compliant parties.
  • Act in an advisory capacity on litigation matters.
  • Manage the representation of the company at court and/or other adjudicative tribunals. Approve the appointment of attorneys to carry out litigation.
  • Provide guidance and direction for the negotiation of settlements.
  • Oversee the contract management process for the Group, inclusive of approving and vetting contracts and monitoring adherence to contractual terms and conditions.

**Budget Management:**

  • Prepare the Board meetings budget in accordance with the budgeting guidelines.
  • Monitor expenditure against the budget and ensure that spending occurs within the budgetary restrictions.
  • Sign off on expenditure, as per delegation of authority.
  • Produce financial reports to report on expenditure and any budget variances at the required intervals.

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