Company Secretary

**KEY PERFORMANCE AREAS**
- ** Strategy and Leadership**:

- Provides overall leadership and management to the Company secretarial function to enable achievement of the Board strategies. Develops departmental Company Secretary functional strategy that contributes to the overall ATNS long-term strategy. Manage and own implementation of the Company Secretarial function strategy post formulation to ensure achievement of the objectives. Develop the integrated annual business plan for the Company Secretarial function to enable achievement of the ATNS strategy. Develop and manage the Company Secretariat Risk Management Plan. Design and implement the operating model, including governance and service level agreements. Drive delivery of the required projects/initiatives within the Company Secretarial strategy to be on time, within budget and to the required standard. Analyses trends to develop the required solutions, programs, and policies aligned to the business needs strategies. Identify, assess, and inform EXCO team of internal and external corporate governance issues that affect the organization.
- **Legislative Compliance and Corporate Governance - **To be accountable to the ATNS Board. Provides board members with guidance in their duties, responsibilities and powers and make them aware of all laws and regulations relevant to the company. Ensure compliance with all the statutory provisions of the but not limited to the PFMA, National Treasury Regulations, Companies Act, ATNS MOI, including the lodgement of all documents with the CIPC and the maintenance and updating of the companys register of members. Ensure certification of the organisations annual financial statements so that the company has lodged all its annual returns required of a public company and that this returns are true, correct and up to date, in conjunction with the relevant departments to ensure compliance to the applicable legislations. Coordination and facilitation of necessary governance structure to produce the Integrated Report, including the production of the companys Annual Report. Ensure the finalisation and submission of ATNS corporate plan to the executive authority in terms of PFMA by reviewing content, double-checking data/information, corroborating facts and figures. Ensure the finalisation and submission of shareholders compact to the executive authority, and making changes as required. Reviewing Board policies such as the independence of directors and conflict of interest amongst others. Responsible for drafting and reviewing ATNS Governance Policies including the ATNS Delegation and Limits of Authority. Manage annual declarations of interests registers for the Board. Assist with the evaluation process, and evaluation of the Board, committees and individual directors. Assist directors with induction, orientation, ongoing training and education, including assessing their training needs in their fiduciary and other governance responsibilities. Monitor international developments on corporate governance and bring these to the boards attention where they would add value. Identify training and development requirements for directors and ensure that there is an ongoing programme to keep directors well informed of developments in the company and in respect of matters relevant to their responsibilities generally. Ensure that the directors and management operate within an authority framework approved by the board and reviewed and updated from time to time.
- **Company Secretariat Functions - **Ensure that ATNS registration is maintained with Companies and intellectual Property Commission (CIPC). Ensure that governance of ATNS as entity is maintained in good standing in all jurisdictions. Develop and implement operational plans for the Company Secretariat and ensure that its goals and

objectives are aligned with the business strategies. Ensure all the related group governance structures are run effectively and efficiently to enable proper management of the Board and its Committees. Oversee the efficient and effective day-to-day operation of the Company Secretariat. Prepare the annual schedule for the Board and Committees meetings. Ensure an effective and smooth relationship and communication between the Board, Committees and Management. Prepare the agendas for the board and committees meetings in conjunction with the Board committees chairmen and Board chairman and key executives. Ensure that information is dispatched timeously to all directors, MANCO and EXCO to enable them to prepare adequately for the meetings. Take minutes of the Board and Committees meetings and should ensure that they are distributed as soon as possible thereafter to aid directors in implementing the decisions. Ensure that the boards policies and instructions are communicated to the relevant persons in the company and that pertinent issues from management are referred back to the board where appropriate. Take responsibility for preparing all or parts of the Annual Inte