(374) Subsidiaries Company Secretary

7 days ago

Pretoria, South Africa South African Reserve Bank Full time

**Brief description**

The main purpose of this position is to serve as the Company Secretary of the subsidiaries of the South African Reserve Bank (SARB) and to assist the Secretary of the Bank in respect of all statutory administration as per the Companies Act 71 of 2008 (Companies Act) and related secretariat services.

**Detailed description**
- Contribute to the development of the SARB Group Secretariat’s (SGS) strategy and develop functional plans aligned with the SGS’s objectives.
- Oversee day-to-day operations and clarify performance expectations within own area of work and manage the performance and development of team members.
- Manage the orientation of new members of the Board of Directors (Board) and provide both administrative and logístical support to the directors of the subsidiary boards, providing them with guidance as to their duties, responsibilities and powers, and making them aware of any laws relevant to or affecting them.
- Ensure compliance with the Companies Act, the memorandums of articles, company rules ( where applicable), terms of reference, policies and delegations of authority.
- Report to the Board any failure on the part of the subsidiaries or a director to comply with the memorandum of incorporation, rules of the subsidiaries or the Companies Act.
- Provide secretariat services for relevant Board and executive committees and ensure that the minutes of all shareholder and Board meetings as well as the meetings of any committees of the directors are properly recorded in accordance with the Companies Act, and that all shareholder matters are in order.
- Certify in the subsidiaries’ annual financial statements whether the company has filed the required returns and notices in terms of the Companies Act, and whether all such returns and notices appear to be true, correct and up to date, and ensure that a copy of the subsidiaries’ annual financial statements is sent, in accordance with the Companies Act, to any person who is entitled to it.
- Facilitate consensus building from a strategic perspective before the items are tabled before the Board by identifying priorities, issues, concerns and strategic challenges (red line and outliers), preparing for discussion by aligning with management, and resolving such issues before the meeting or be prepared to propose changes at the meeting.
- Ensure that the SARB Group subsidiaries are provided with secretariat services and that full compliance with the Companies Act, memorandums of articles, terms of reference, policies and delegations of authority is implemented, and ensure that the minutes of all shareholder and Board meetings as well as the meetings of any committees of the directors are properly recorded and all shareholder matters are in order.
- Assist with processes relating to the appointment, onboarding, training and development, remuneration/fee payments, share transfer system, register and transfer forms, evaluation of the effectiveness of the Board, editing and publication of the SARB’s Annual Report and all relevant returns/submissions, all the meeting logistics and ensure that filing, updating, retrieval and access of documents is managed in line with the required legislation or governance processes.

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