Company Secretary - EE only

Centurion, Gauteng
Permanent
Full-time

1 month ago

Job Description :The role of the Company Secretary is to ensure that the Board of Directors and the Executive Committee fulfil their statutory, regulatory and corporate governance duties and obligations as per the Companies Act, JSE Listings Requirements and the King Code . This role is accountable to the Board and Shareholders as well as to subsidiary board’s within the group. This role plays an advisory function with regard to governance structures and mechanisms as well as compliance with industry-specific legal and regulatory requirements. The incumbent is accountable for raising awareness of relevant laws and regulations to ensure compliance and reports on non-compliance. This role will stay up to date with the evolving nature of the legal system and accompanying regulations and implement systems and procedures to ensure that regulations are adhered to.Knowledge Sharing and Advice:

Provide advice to Exco, SA Exco and DEVExco on the ideal conduct of business as prescribed by all relevant legislation.

Disseminate the Board and relevant sub-committee decisions to relevant parties.

Supports Executive Management on articulating and circulating Exco decisions to relevant parties.

Educates and advises on:

Corporate Governance;

Companies Act;

JSE Listings requirements;

King Code requirements;

Insider trading and share dealings; and

MOI requirements.

Governance Advisor (As per King Code):

Develop, implement and review a group governance framework.

Develop a company secretarial strategy in line with the strategy of the company.

Reviews and updates MOIs, Charters, terms of reference and Annual Workplans of the Board, its committees and subsidiary boards.

Develops, implements and reviews relevant governance policies to be adopted by the Board and its committees.

Monitors governance changes in line with best practice and ensure that governance processes are in line with company strategy.

Monitors and advises the Board on shareholder activism (recent focus in SA).

Applies King IV principles and ensures that the Board and its committees are adequately fulfilling their function in line with the charters and best practice. In addition, provide adequate support and guidance to the Chair of Board and its committees in fulfilling their functions (includes assisting the Chair

of Board and committees to ensure that they receive relevant management reports to enable the Boards to discharge their functions).

Continuous research on governance matters to ensure that the strategic objectives of the company are in line with governance processes.

Advises the Chair on key agenda points in terms of key governance developments on what the Board should focus on (short and long term).

Drafts and supports the Head of Investor Relations in drafting SENS announcements.

Dissemination of approved SENS announcements within the set timeframes.

Takes responsibility for preparing the relevant governance section of the Annual Financial Statements, Integrated Report and Sustainability Report ensuring that statutory deadlines are met and that the statutory and regulatory disclosures are validated, particularly in relation to corporate governance standards and practices in the company.

Compliance:Continuously engage with Exco and Board members to assess whether decisions to be made, decisions that have been made or options are in line with the relevant legislation, Company governance framework and/or other standards the company is required to comply with or has elected to comply with. These include but not limited to:

JSE Listing Requirements;

Companies Act;

TRP;

King IV; and

Adopted International best practice standards (e.g., UNGC 10 principles & OECD Guidelines as recommended by King IV).

Reporting & Contribution to the Integrated Report:

Prepare and submit the application of King IV 16 principles in terms of what has actually been implemented (verifiable and accurate information).

Prepare and submit the Governance report for the IR.

Ensures that all governance disclosures are accurate and verifiable.

Owns the Governance component of the Environmental, Social and Governance Reporting.

Company Secretarial Administration:

Develops company secretarial processes to support the implementation of a group governance framework.

Ensures that all company changes to statutory records are filed with the relevant regulators.

Ensures that directors’ and officers’ liability insurance is in place and reviewed and renewed.

Submits JSE annual compliance checklist on time.

Reviews the share register from the transfer secretary is submitted to the finance department to ensure that dividend payments are paid as per the disclosed corporate calendar.

Attends to all JSE communication and ensures that all responses are submitted on time.

Reviews and approve annual compliance checklist.

Monitors submissions ensuring timeous submissions to CIPC.

Oversees engagement with CIPC.

Attends to all communication with regards to Company Tribunal.

Ensures Takeover Regulation Panel (TRP) submissions for change of shareholding are done timeously and that all communication is attended to within set timeframes.

Meeting Administration Management:

Responsible for the compilation and distribution of electronic meeting packs for Board, Board committees and subsidiary/investee boards.

Monitors completion and storage of attendance registers.

Responsible that minutes of meetings are recorded, prepared and circulated to the group of companies in accordance with the relevant regulatory requirements (including subsidiary and investee boards).

Oversees the preparation and circulation of matters arising schedules for Board and sub-committees. Responsible for Board and all the Board committees

Oversees proper storage of recording of meetings, charters, resolutions and electronic packs.

Stakeholder Engagement:Develops, implements and reviews stakeholder matrix for the secretarial department for effective management of all stakeholders. The key stakeholders include, but not limited to the following:

Sponsor;

Transfer secretary;

JSE;

CIPC; and

TRP.

Monitors company shareholders:

Manages queries and communicates pertaining to company shares and dividend payments in favour of shareholders.

Reports shareholder movement to the Board on a quarterly basis as and when required.

Manages the process regarding application of new listing of company shares following the vesting of company share scheme (ensure that all JSE listing requirements have been observed).

Manages the Company Corporate Calendar:

Takes ownership of the Company Corporate Calendar (GFA will support) taking cognisance of various statutory timelines and deadlines.

Responsible for the AGM's according to the relevant regulations and requirements with the support from the Head of Investor Relations and Marketing.

Support the Head of Investor Relations in coordinating Interim and Final Year results SENS announcements.

Budget:

Prepares and obtains approval for budget once per year.

Monitors actual vs budgeted spend on a monthly basis.

Risk Management:

Ensures compliance with relevant Acts.

Controls, manages and governs the processes and systems within area of accountability to ensure compliance and minimise the business risk.

Implements all audit recommendations in the area of accountability and resolves audit findings timeously

Design, approval, implement and maintenance of policies within area of responsibility.

Acts as Deputy Information Officer:

To encourage compliance with the conditions for the lawful processing of personal information (e.g., developing a policy on how employees should implement the 8 conditions for the lawful processing of personal information).

Deal with requests made to pursuant to POPIA and PAIA (e.g., assisting a requester or data subject to comply with the prescribed process for submitting a request in terms of section 18 of PAIA (dealing with the form of requests) and section 24 of POPIA (dealing with the correction or deletion of personal information).

Working with the Information Regulator in relation to investigations

Ensuring that the Company complies with the provisions of POPIA.

Such duties as may be prescribed by regulation – regulation 4 of the POPIA Regulations prescribe the following additional duties and responsibilities of the Information Officer, who must ensure that:

A compliance framework is developed, implemented, monitored and maintained;

A personal information impact assessment is done to ensure that adequate measures and standards exist in order to comply with the conditions for the lawful processing of personal information;

PAIA Manual is developed and monitored;

Internal measures are developed together with adequate systems to process requests for information or access thereto;

Internal awareness sessions are conducted regarding the provisions of POPIA, the POPIA Regulations, codes of conduct, or information obtained from the Regulator; and

Upon request by any person, copies of the PAIA Manual are provided to a requester

The Information Regulator may, annually, request an IO in terms of section 83(4) of PAIA to furnish to the Information Regulator with information about requests for access to records of the company.

RequirementsLLB or relevant law degree.CIS Professional Advanced Qualification: Governance and Administration.Minimum 7 years’ Company Secretarial experience. Experience in a JSE listed environment.

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