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 : LLBProfessional certification or membership from a relevant professional body such as Chartered Governance Institute of South Africa (CGISA) would be advantageousDriver's License (must be willing to travel)Experience Required: Minimum : 8 years' corporate governance / company secretariat experience, of which 5 years is at management levelAdvantageous : 10+ years' corporate governance / company secretariat experience, of which 6+ years is at management levelPosition Description: Company Secretariat (Board and Opco):
Prepare the annual Board and Opco calendars in consultation with the Board Chairperson and the CEOPrepare the agenda and meeting document packs for all meetings of the Board, Committees and Sub-Committees, and OpcoIssue notices and agendas of Board and Opco meetings to every Board and Opco MemberAttend Board, Committee and Sub-Committee, and Opco meetings to ensure that the legal requirements are fulfilledPrepare minutes as a record of Board, Committee and Sub-Committee, and Opco proceedings in accordance with legislation, and distribute to members as per prevailing policyFacilitate 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 deliberationsCorporate Governance:
Provide the Board Members collectively and individually with guidance as to their duties, responsibilities and powersKeep the Board Members aware of any law relevant to or affecting the GroupReport 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 legislationEnsure that the procedure for the appointment of Board Members is properly carried out through the taking of the relevant oathFacilitate the proper induction, orientation, ongoing training and education of Board Members, including assessing the specific training needs in line with fiduciary and other governance responsibilitiesMaintain a direct channel of communication to the Chairperson and provide comprehensive practical support and guidance to Board MembersMaintain up-to-date Board and Board Committee Charters and Terms of ReferenceAssist with the evaluation of the Board, its committees and its individual Board MembersCompliance 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 issuesMonitor compliance to relevant legislation and regulations and present results of compliance efforts across the GroupProvide guidance to the Board, Exco and the senior management team on matters relating to compliance impacting the GroupIdentify potential areas of compliance vulnerability and risk, and develop / implement corrective action plans for resolution thereinDisseminate and analyse new or revised laws and regulations, and carry out research on compliance and corporate governance issuesEnsure that all deadlines concerning regulatory compliance are metLegal Services:
Manage the provision of legal services to ensure that the respective interested and affected parties are informed and provide proper legal advice and guidanceProvide legal counsel to Exco and the Board on all legal mattersReview and approve legal opinionsManage 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 mattersManage the representation of the company at court and/or other adjudicative tribunals.
Approve the appointment of attorneys to carry out litigationProvide guidance and direction for the negotiation of settlementsOversee the contract management process for the Group, inclusive of approving and vetting contracts and monitoring adherence to contractual terms and conditionsBudget Management
Prepare the Board meetings budget in accordance with the budgeting guidelinesMonitor expenditure against the budget and ensure that spending occurs within the budgetary restrictionsSign off on expenditure, as per delegation of authorityProduce financial reports to report on expenditure and any budget variances at the required intervals