Legal Counsel

To assist the Office of Company Secretary with the management and administer Group companies' statutory and company secretarial compliance requirements; ensure that the Group complies with its corporate governance obligations and applicable laws including, but not limited to the Companies Act, the King Code on Corporate Governance and the JSE Listings Requirements; generally support the Group Company Secretary in the delivery of company secretarial services and corporate governance strategy within the Group.

FUNCTIONS / RESPONSIBILITIES:

Assist with implementation of Company Secretary Legal Strategy

• Implementing the legal strategy for the company secretarial and contract management function.
• Implement the Group Legal Strategy within the company secretarial and contract management function
• Proactively partnering with relevant internal stakeholders and the Group Legal Team.
• Assist with implementing legal strategies and measures so to mitigate risks indemnified in the company secretarial and contract management function.
• Review legislation and regulations, in collaboration with Assistant Company Secretary to identify trends, changes and risk and develop proactive strategies to ensure compliance with legislation and regulations but also to inform and adjust broader strategy if necessary.
• Identifying way to work more efficiently and cost effectively and escalating to the Assistant Company Secretary.
• Serve as a trusted business partner and ensure that the Company Secretary team functions optimally and supports and protects the business.

Drive compliance by the Group with its corporate statutory and governance obligations

• Assist with the Group company secretarial function and assist with discharging all statutory compliance obligations for all Group Companies including, the maintenance of company statutory documentation, filing of compliance records and statutory returns with CIPC and other similar Company registration houses in Africa where the Group conducts business.
• Assist with ensuring ongoing compliance with the Companies Act by overseeing the governance process for director appointments and removal processes at holding company and subsidiary level, preparation and passing of resolutions regarding financial assistance, group restructures and other corporate actions, engagement with board and committee members regarding disclosure of personal financial interests and broad committee obligations.
• Provide support to the Assistant Company Secretary in the preparation and processing of resolutions for all corporate actions and operational matters.
• Collaborate and support the divisional General Counsel's with regards to the Company Secretarial functions at Massmart Retail and Massmart Wholesale.
• Assisting with the preparation of board and committee agendas, board papers and minutes and in collaboration with the divisional General Counsels, as may be required.
• Assist with establishing statutory compliance framework for each Africa territory and providing secretarial advice and direction in collaboration with General Counsels and finance teams.
• Assist with the preparation and signature of all Company Secretarial documents such as resolutions, minutes, shareholder agreements and proxies.

Efficient provision of corporate governance support to ensure ongoing compliance with the JSE Listings Requirements and King Code on Corporate Governance (King III / King IV)

• Assist with ensuring that there is ongoing compliance with the JSE Listings Requirements by inter alia drafting and timeously preparing SENS announcements as a when required and coordinating their release with the Company's corporate sponsor; preparing periodic returns and other JSE submissions; compiling shareholder information section of the Integrated Annual Report and assisting with the conduct of annual shareholder meetings as necessary, engaging with the Takeover Regulation Panel and the Sponsor on continuing obligations of Massmart Holdings as listed entity as necessary.
• Assisting in the preparation and compilation of annual compliance checklist and reports for JSE and King III compliance purposes and in collaboration with the General Counsel: Corporate.
• Assist with ongoing compliance with King III / King IV including, developing suitable governance policies to give effect to compliance with King III /IV.
• Assist with the compilation of various reports required for Board, Audit and Risk Committees, Legal Forum and Ethics & Compliance Committees.
• Supporting the Assistant Company Secretary on various matters in compliance with SEC requirements.

Contract Drafting and Contract Management

• Assist with the negotiation, drafting and execution of group corporate contracts specific contract terms with relevant parties and oversee the drafting, editing, and review of contracts and agreements in the company secretarial space.
• Ensure all corporate contracts and agreements in accordance with the Contract Governance Policy.
• Provide transactional legal support and contractual review, negotiation and drafting of all company secretarial agreements, TPI agreements and provides legal guidance in relation thereto.
• Check and compare contracts to identify where efficiencies can be leveraged from a service and cost perspective and sign off of new contract precedents to be utilized by the broader legal team.
• Upload and maintain contracts on the contract management system and hard copy filing, so to ensure the integrity of the data at all times.
• Ensure the correct set up, maintenance, management and control of divisional contracts and delegation of authority to ensure effective and proactive planning and management of the signing of contracts and notifying the division where contracts are not in place so to ensure compliance.
• Preparing source templates and precedents for uploading on the Contract Management System and in collaboration with the Legal Team.
• Ensuring the Anti-Corruption Clauses in the precedent agreements on the Contract Management System are correct, up to date and approved by the Anti-Corruption Executive.
• Liaising with the Contract Management Service Provider in respect of improvements and updates to the system.
• Assisting with arranging sign off and execution of contracts and corporate documents for the legal team including, service level agreements, leases, credit applications, non-disclosure agreements, supply agreements, settlement agreements, credit applications, resolutions and minutes

Supplier Development Fund

• Assist with the provision of a full suite of legal services pertaining to the Supplier Development Programme;
• Counsel and legal support to respective business partners' priorities, on-going daily transactional requirements and challenges/contentious matters.
• Assist with the negotiation and drafting commercial legal instruments involving internal and external service providers/vendors and in accordance with AC policy.
• Engaging and facilitating cross-functional services and requirements (e.g. corporate affairs, internal audit, compliance, AC, finance, risk teams).

BBBEE

• Provide assistance with the monitoring of all BBBEE requirements and updates in order to ensure consistency across the business.
• Assist with providing advise the business on BBBEE requirements, assist internal audit with any investigations and draft any contracts that may be required.
• Assist in facilitating the annual BBEE audit.

Legal Administration

• Processing of all legal invoices in accordance with finance controls.
• Effectively administer legal outputs including legal reporting ensuring that all Massmart processes and procedures are followed.
• Give ongoing feedback to the Assistant Company Secretary and respective General Counsel and business units on activity and status of relevant Company Secretarial matters.

Practice and Self-Management

• Respect every individual by relating to others in an accepting and respectful manner, regardless of their organizational level, personality, or background.
• Adapt and learn - demonstrate creativity and strength in the face of change, obstacles, or adversity.
• Adapt to competing demands and shifting priorities.
• Update knowledge and skills to handle new complexities, challenges, and responsibilities. Seek exposure to new ideas and perspectives.
• Proactively drive collaboration with group legal team.
• Identify and apply sound, fact-based criteria in setting priorities and making decisions.
• Look beyond symptoms to determine the root causes of problems and identify and implement applicable solutions. Integrate knowledge and expertise in making fact-based recommendations and decisions.
• Ensure conduct that is aligned with the Massmart code of ethics and align with the legal Foundational 5 at all times.

Requirements:

Minimum Academic, Professional Qualifications and Experience required for this position

• BCom/BA (LLB) (or equivalent legal qualification): at least 5 years Post Qualification Experience (PQE)
• Preferably (but not exclusively) admitted attorney or advocate.
• an added advantage, and exposure to corporate statutory compliance for a listed entity preferred).
• minimum of 2 to 3 years of company secretarial experience in a JSE listed environment.
• detailed working knowledge of South African corporate governance and compliance including, the Companies Act, JSE Listings Requirements and King III / IV.
• working knowledge of legal and regulatory environment applicable to retailers.