Company Secretary

The Company Secretary (CoSec) is accountable to the Board of Directors (“the Board”) of the Coega Development Corporation (Pty) Ltd (CDC) through the Chairperson, with a dotted line reporting relationship to the Chief Executive Officer (CEO) of the CDC.
- MANDATE
- The CoSec is required by the Board to ensure effective and efficient administration of all the Board-related matters and governance processes. Board-related matters include those pertaining to the Board Committees: the Audit & Risk Committee (ARC), Human Resources & Remuneration Committee (HRRC), Capital Allocation Committee (CAC), Social & Ethics Committee (SEC) and any other Committee/s that the Board may establish from time to time. The mandate includes ensuring compliance with statutory and regulatory requirements and ensuring that the decisions made by the Board and Board Committees are properly documented and carried out.
- DESCRIPTION3 DUTIES AND RESPONSIBILITIES

The primary objective of the CoSec is to act as an administrator and as the main liaison between the Board and Executive Management of the CDC and to provide support to the Board, Board Committees and the CEO on all the Board-related matters, thereby ensuring that it delivers on its mandate. In pursuance of this primary objective, the CoSec is required to fulfil the following requirements:
**Corporate Governance**:

- Develop the Governance Framework to plan, direct and coordinate the CDC governance activities to ensure that governance practices are consistent and aligned to applicable legislation and regulations;
- Ensure safe keeping and regular review of the Board Charter and Terms of Reference of various Board Committees, to ensure their alignment to the applicable statutory requirements and the delegated authorities per the Delegation of Authority Document.
- Develop an annual schedule of Board and Board Committee meetings for approval by the Board and for circulation to Board Members.
- Ensure that the CDC complies with legal and regulatory requirements and follows best practices by advising the Board and Board Committees of their responsibilities and separation of duties between Management / operational duties from Board-related statutory duties.

**Compliance**:

- Ensuring that a company complies with relevant laws, regulations, and corporate policies.
- Monitor changes in legislation, updating the Board, Board Committees and Management on any legal developments, codes of good corporate governance and best practices that may impact the company.
- Record and monitor the implementation of Board resolutions and keep the Board informed on the status and progress.
- Liaise with the Compliance Management Office of the CDC to ensure compliance with all the statutory requirements as determined by the Shareholder from time-to-time. Ensure that all reports are made available timeously to Shareholders according to the relevant regulatory or listing requirements;
- Act as a custodian of the Delegation of Authority Document (DAD), ensuring its alignment to best practice standards, manage regular updates for approval by the Board, and communication thereof to the organisation.

**Shareholder Relations**:

- Act as liaison between Management, the Board and the Shareholders;
- Manage communications with Shareholders, including Shareholder and other general meetings, and facilitate exercising of Shareholders' rights.
- Manage matters related to share transfers, dividends and any other associated corporate requirements.

**Legal, Record keeping and Regulatory Filing**:

- Act as a central repository and ensure safe and proper filing of all the legal, regulatory and statutory documents, including copies of annual reports and financial statements.
- Ensure legal, legislative, statutory, regulatory, governance and policy compliance related to Board and Board Committee matters - and take action to avoid non-compliance and/or adverse audit findings.
- Maintaining the company's statutory registers and records, encompassing the register of Shareholders, Directors and other relevant documentation;
**Board Support and Administration**:

- Provide advisory services to the Board on corporate governance and applicable statutes, legislation, regulations, policies and procedures;
- Make arrangements for and manage the whole process of the Annual General Meeting (AGM) and establish, with the Board's approval, the items to be considered at the AGM, including resolutions dealing with governance-related matters;
- Manage and co-ordinate all the activities associated with organization of Board and Board Committee meetings (scheduled and special meetings): preparation of meeting agendas, co-ordinate preparation Board Submissions and manage their approval thereof by EXMA, timeous circulation of Board Packs to the Board and Board Committees, facilitate the process of recording and taking accurate minutes of the Board and Committee Meeting proceedings, dissemination thereof the Board Members and management