Company Secretary

6 months ago

Cape Town, South Africa Profile Personnel Full time

Well established national company are looking for a qualified and experienced applicant to manage the provision of company secretariat services to Executive Management and the Board and sub-committees, ensuring compliance with all applicable legislation, corporate governance regulations and guidelines. To drive and implement the corporate governance framework and ensure Group compliance to the relevant laws and regulations. To oversee the provision of legal services to the Group to mitigate any legal risk to the business.

Qualifications & Legal Requirements:

  • Minimum : Bachelor’s Degree in Law (NQF Level 7)
  • Advantageous : LLB
  • Professional certification or membership from a relevant professional body such as Chartered Governance Institute of South Africa (CGISA) would be advantageous
  • Driver’s License (must be willing to travel)

Experience Required:

  • Minimum : 8 years’ corporate governance / company secretariat experience, of which 5 years is at management level
  • Advantageous : 10+ years’ corporate governance / company secretariat experience, of which 6+ years is at management level

Position Description: 

Company Secretariat (Board and Opco):

  • Prepare the annual Board and Opco calendars in consultation with the Board Chairperson and the CEO
  • Prepare the agenda and meeting document packs for all meetings of the Board, Committees and Sub-Committees, and Opco
  • Issue notices and agendas of Board and Opco meetings to every Board and Opco Member
  • Attend Board, Committee and Sub-Committee, and Opco meetings to ensure that the legal requirements are fulfilled
  • Prepare minutes as a record of Board, Committee and Sub-Committee, and Opco proceedings in accordance with legislation, and distribute to members as per prevailing policy
  • Facilitate the obtaining of appropriate responses and feedback to specific agenda items and matters arising from earlier meetings as regards Board, Committee and Sub-Committee, and Opco deliberations

Corporate Governance:

  • Provide the Board Members collectively and individually with guidance as to their duties, responsibilities and powers
  • Keep the Board Members aware of any law relevant to or affecting the Group
  • Report to the Board on any failure on the part of the company or a Board Member to comply with the rules of the company or applicable legislation
  • Ensure that the procedure for the appointment of Board Members is properly carried out through the taking of the relevant oath
  • Facilitate the proper induction, orientation, ongoing training and education of Board Members, including assessing the specific training needs in line with fiduciary and other governance responsibilities
  • Maintain a direct channel of communication to the Chairperson and provide comprehensive practical support and guidance to Board Members
  • Maintain up-to-date Board and Board Committee Charters and Terms of Reference
  • Assist with the evaluation of the Board, its committees and its individual Board Members

Compliance Management:

  • Drive and oversee the corporate compliance program, functioning as an independent and objective body that reviews and evaluates compliance issues/concerns across the Group.
  • Facilitate the appropriate evaluation, investigation and resolution of identified compliance issues
  • Monitor compliance to relevant legislation and regulations and present results of compliance efforts across the Group
  • Provide guidance to the Board, Exco and the senior management team on matters relating to compliance impacting the Group
  • Identify potential areas of compliance vulnerability and risk, and develop / implement corrective action plans for resolution therein
  • Disseminate and analyse new or revised laws and regulations, and carry out research on compliance and corporate governance issues
  • Ensure that all deadlines concerning regulatory compliance are met

Legal Services:

  • Manage the provision of legal services to ensure that the respective interested and affected parties are informed and provide proper legal advice and guidance
  • Provide legal counsel to Exco and the Board on all legal matters
  • Review and approve legal opinions
  • Manage litigation, disputes and labour cases across the Group to ensure proper accountability and consequence management for non-compliant parties.
  • Act in an advisory capacity on litigation matters
  • Manage the representation of the company at court and/or other adjudicative tribunals. Approve the appointment of attorneys to carry out litigation
  • Provide guidance and direction for the negotiation of settlements
  • Oversee the contract management process for the Group, inclusive of approving and vetting contracts and monitoring adherence to contractual terms and conditions

Budget Management

  • Prepare the Board meetings budget in accordance with the budgeting guidelines
  • Monitor expenditure against the budget and ensure that spending occurs within the budgetary restrictions
  • Sign off on expenditure, as per delegation of authority
  • Produce financial reports to report on expenditure and any budget variances at the required intervals

Should you wish to apply please email your CV through to Erin Bentz at erin@profilepersonnel.co.za

Only shortlisted candidates will be contacted. Should you not receive a response within 14 days please consider your application unsuccessful. We will keep your CV on our database for any other relevant roles that may arise.

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