Deputy Company Secretary

**JOB PURPOSE**:
Responsibility for meeting the overall company secretarial, administrative and governance responsibilities as detailed below, reporting to the Chief of Staff (Group Corporate Services) who is the appointed Group Company Secretary for the listed entity.

**1. Board, Committee and Shareholder Meetings**:

- Prepare and collate reports and submissions for various Board and Committee meetings and be responsible for the compilation and distribution of packs for these meetings.
- Actively manages the Drafting of agendas, in consultation with Company Secretary and Chairman, and liaise with Directors/ Committee members as appropriate.
- Provide input into Board/ Committee meeting agendas and meeting packs to ensure compliance with statutory and corporate governance prerequisites.
- Responsible for making the directors of South African subsidiaries aware of all relevant laws and regulations and to report any failure to comply and take responsibility for certain areas of the law which relate to his/her expertise and rely on the legal department and/or external lawyers for other specialized expertise and support.
- Responsible for providing directors of South African subsidiaries with guidance in their duties, responsibilities and powers and make directors aware of all laws and regulations relevant to the company. This should include advice on business ethics and good governance.
- Remain abreast of developments in corporate governance and is pivotal to ensuring that the directors adhere to the highest governance standards as detailed in the King IV report.
- Monitor international developments on corporate governance and bring these to the board’s attention where they would add value.
- Attend Committee and subsidiary company Board meetings and take accurate and professional minutes.
- Facilitate and take responsibility of the year planner and ensure the effective scheduling of meetings in Outlook.
- Leads and reviews Board travel arrangements as may be required.
- Prepare and/or oversee the drafting of company secretarial, governance and administration related reports to Board and Committee meetings.
- Leads and has full responsibility to ensure Aspen Pharmacare Holdings Ltd Annual General Meetings/ other Shareholder meetings are properly planned and executed and attend to related administration and statutory requirements around these meetings.
- Facilitates the induction process of new directors of South African subsidiaries, encompassing both directors’ duties and responsibilities in general and specific matters pertaining to the company itself and our industry. Ensure that the directors and management of South African subsidiary companies operate within an authority framework approved by the board and reviewed and updated from time to time.
- Prepares the agenda for shareholders’ meetings of South African subsidiaries, in conjunction with the chairperson and chief executive. Take the minutes of such meetings and ensure that any special resolutions passed at these meetings are properly registered with the Registrar of Companies.
- Facilitate the processes and procedures associated with the holding of shareowner meetings, including arrangements for the presence of scrutineers, if required, and validating proxies and letters of representation received for these meetings.
- Responsible for all forms of communication with shareowners on shareholder enquiries. This may include responsibility for the company’s corporate reputation and investor relations activities.

***2. Company Secretarial Responsibilities**:

- Statutorily appointed company secretary of all the trading South African subsidiaries of the Aspen Group and assist the Group Company Secretary in fulfilling her/his responsibilities in terms of the Companies Act and the JSE listed requirements.
- Ensure that all companies comply with the Companies Act (South Africa), governance principles, and various applicable legislation.
- Obtain relevant assurance with regard to the statutory, legislative and governance compliance of offshore companies/ subsidiaries.
- Prepare SENS announcements and notices when required. Review SENS announcements and notices to ensure accuracy and compliance. Liaise with Sponsor as needed, including provision of tokens.
- Provide advice and guidance on the Companies Act, King IV and related legislation to the Board and management.
- Manage and take responsibility for complex administrative processes around director affairs for Aspen Pharmacare Holdings and all South African subsidiaries such as fee payments and interest declarations. Ensure accurate annual declarations are prepared for all directors and retained for audit purposes. Ensure JSE requirements in terms of submission of director information are met.
- Prepare analyses and benchmarking of non-executive director fees on an annual basis, ensuring that fees are approved by the relevant Committee and included for approval by shareholders at each AGM.
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