ROLES AND RESPONSIBILITIES Main purpose of the role: The Legal Counsel and Company Secretary will specialize in corporate governance and company secretarial services, and providing such support and services to the subsidiaries and entities within the EDF Renewables group.
Key responsibilities:
Drafting and negotiating memoranda of incorporation and shareholders agreements of companies.
Ensuring compliance with the Companies Act and other legislation that is relevant to the group of companies.
Implementing and managing the corporate legal structure for the group.
Compliance with the Companies and Intellectual Properties Commission (CIPC); administrative regulations as required by the Companies Act and the PFMA.
Responsible for share transfers, issuing new shares and share purchase transaction documentation.
Maintenance of statutory records, registers, minute books and related documentation.
Ensuring compliance with MOI and shareholders agreements by the board, shareholders and the company.
Advising the CEO, chairperson, board and management on corporate governance developments and good practices, as well as providing guidance and advise prior to, during and post board and shareholder meetings.
Assisting with drafting and implementing of company governance charters, policies and procedures.
Drafting and implementing board resolutions by communicating the resolutions to all divisions within the organisation.
Manage board, shareholder and committee meetings in an effective and efficient manner and ensure the documentation and distribution of the board pack and board committee minutes. Support CEO and Chairman with Agenda and Notices for Meetings
Setting up, managing and running board, board committees and shareholders meetings in line with legislation and good corporate practice, including putting together board packs and drafting minutes;
Advise the board of their fiduciary duties and responsibilities, and corporate governance topics.
Ensure that board resolutions are signed, up-to-date and captured in a resolution register.
Ensure the taking of minutes at relevant meetings scheduled, transcribe minutes correctly and ensure that minutes are signed off as required by legislation.
Follow-up on action items as per the board and board committee meeting minutes.
Assess the needs (i.e.
training, workshops, seminars, etc.)
of the board and executives with regard to any fiduciary, corporate governance or relevant legislative requirements.
Risk and Compliance Management
Ensure that the group of companies, including the board of directors and committees, complies with all relevant legislation.
Ensure the mitigation of all entities in the group risk profile through the application of fraud controls and risk prevention principles and implementing of sound governance and compliance processes and tools to identify and manage risks.
Responsible for the coordination and maintenance of quality risk management in line with regulatory requirements.
Monitor changes in legislation and the regulatory environment and ensure that appropriate operational controls are implemented to address new requirements.
Support and provide evidence to all internal and external audit and regulatory requirements.
Oversee the development, maintenance and enforcement of related service level agreements, policies, and procedures to minimise business risk and ensure business continuity.
Ensure adherence in the team to all relevant laws, policies, and standard operating procedures throughout the organisation.- -Ensure compliance with national legislation and Company specific policies and procedures (e.g.
Code of Ethics, Company's Act PFMA PPPFA, etc.
)
REPORTING RELATIONSHIPS The position reports directly into: Head of Legal
The position will work alongside the Corporate Legal Counsel and Company Secretary, supported by the Legal Assistant in the Corporate Governance Department.
QUALIFICATIONS AND CERTIFICATION Must-have Qualifications and Certifications: Company Secretary with a law degree and/or Company Secretarial Qualification or working towards a Company Secretarial Qualification with at least 2 to 3 years of experience in corporate governance and company secretariat work.
Preferred Qualifications and Certifications: Admitted and registered company secretary with the Chartered Governance Institute of South Africa, or in the process of completing the relevant qualification.
RELEVANT EXPERIENCES Preferred years of professional experiences: 2 to 3 years
Preferred years of industry experiences: Renewable energy experience is not necessary, however, experience within a corporate group of companies is preferred.
COMPETENCIES Technical competencies: Professional writing
Business acumen
Behavioral competencies: Attention to detail
Organized
Self-motivated
Can work independently
Communicates professionally and clearly, both in writing and verbally
Can work well with others
Can set boundaries
Can be persuasive
Solutions orientated
Not easily intimidated
Leadership competencies, if applicable: Willing and eager to train and upskill other members of the legal team
Assisting new and junior members of the legal team with onboarding and getting up to speed on new topics
