Executive: Governance, Legal and Compliance

**Job Purpose**:
To act as the Executive for Legal, Compliance and Governance, with an emphasis on Company Secretarial functions of the Payments Association of South Africa (PASA). To provide guidance, structure, and leadership to the Legal and Compliance teams, and to ensure quality service delivery to PASA employees, members and the broader National Payments System (NPS).

As a member of the PASA Executive Committee (ExCo), the executive will play a broader leadership role within PASA and will engage constructively and critically with colleagues to ensure optimal outcomes for PASA. The executive will set an example of high standards of delivery, build high-performance teams, and drive culture change in line with PASA values.

The executive will be responsible for ensuring alignment with good corporate governance principles in compliance with the Companies Act (where appropriate) and King IV, and where required, necessary segregations of duty and information sharing. Further, the executive will be responsible for managing succession planning, adequate capacity, upskilling of existing resources, and, where appropriate, cross-skilling.

The executive will be required to build out the governance, legal and compliance structures and processes for the Payments Industry Body (PIB), which should ultimately replace PASA, in adherence to the approved PIB Design, and while retaining stakeholder support and involvement.

Portfolio descriptions:
Legal: The legal function within PASA covers all legal matters pertaining to the day-to-day functioning of PASA in the NPS and as a legal entity, encompassing litigation, contractual arrangements, PASA member policies and position papers, PASA and PASA structure constitutions, Payment Clearing House agreements and rules, and in-scope service level agreements, and any other legal documents underpinning legal certainty in the National Payment System. The legal function also provides expert advice to regulators responsible for regulating, overseeing and supervising the NPS.

Compliance: The compliance function within PASA also plays a two-fold role, responsible for PASA’s internal compliance as a legal entity, and the compliance of PASA members to PASA policies and rules. The role includes compliance monitoring and enforcement, as well as providing oversight of membership admittance and other licensing, registrations and authorisations, and providing guidance to new and existing entities seeking admittance into the NPS.

**Responsibilities**:
Company Secretarial duties:

- Provide Councillors with guidance as to their duties, responsibilities, and powers.
- Make Councillors aware of any law relevant to or affecting PASA and affecting them in their personal capacities.
- Report to Council any failure on the part of PASA or a Councillor to comply with the PASA Constitution and legislation where appropriate.
- Assist the Nomination and Induction Committee and ensure that the procedure for appointing Councillors and managing conflicts of interest is properly carried out.
- Assist in the proper induction, orientation, ongoing training and education of Councillors, including assessing the specific training needs of Councillors in their fiduciary and other governance responsibilities.
- Have a direct channel of communication with the Independent Chairperson and Deputy Chairperson and be available to provide comprehensive practical support and guidance to Councillors, with particular emphasis on supporting the independent non‐executive Councillors, the Chairperson and Deputy Chairperson of Council and the chairs of Council Subcommittees.
- Ensure the scheduling of all Council, Council Committee meetings and meetings of the Executive Committee for the year. The Company Secretary prepares the agendas and work plans for these meetings in conjunction with the Chairperson and key executive/s.
- Ensure that meeting papers are circulated timeously to all Councillors to enable them to prepare adequately for these meetings.
- Take responsibility for the minutes, feedback reports and matters arising schedules for PASA Council and its Committees. Minutes are to be circulated promptly, after the approval of the Chairperson.
- Take responsibility for the minutes, the feedback reports and matters arising schedules for the Executive Committee. Minutes are to be circulated promptly, after the approval of the Chairperson. Raise matters that may warrant the attention of Council.
- Assist with the bi‐annual evaluation of the Chairperson, Council and Councillors.
- Provide general governance advice pertaining to PASA as an entity, its compliance with its Constitution and the King IV principles.
- Design and implement PASA and Payments Industry Body (PIB) governance models. Engage stakeholders for the necessary support and approval for these models.
- Proactive and assertive governance management of the executive committee.
- Strong understanding of PASA strategy and macroeconomic strategic issues.
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