Requirements

Objectives were found to be relevant to this job:

Corporate Governance

• Ensuring good corporate governance for the V&A
• Assist the Company Secretary in fulfilling all the statutory duties of a Company Secretary as outlined in the Companies Act, 2008, for the Group and its subsidiaries
• Ensure that the Group complies with the Companies Act and King IV (and any other relevant legislation regulations and guidelines) and update the Group’s compliance checklists in this regard
• Prepare all necessary governance and compliance documentation, such as Board Resolutions, MOIs, AGM,Agendas, Notices etc., for the Group and its subsidiaries
• Attend to all corporate governance and company secretarial statutory matters for the Group, including the timely preparation and submission of statutory documents to CIPC, such as annual returns, registration of new companies, directors’ consent forms, etc.
• Prepare and ensure that directors’ financial and directorships interests are updated annually and as may be required
• Update governance documents regularly reviewed by the Board and Board Committees, such Board and Board Committee charters, Code of Ethics, Limits of Authority and Approval Framework, etc.
• Oversee the annual review of the Committee Terms of References.
• Assist in providing the directors collectively and individually with guidance as to their duties, responsibilities and powers
• Assist in making the directors aware of any laws relevant to or affecting the Company
• Report to the directors any failure on the part of the Company or a director to comply with the Memorandum of Incorporation or rules of the Company or the Acts
• File annual returns of the Company in the manner and form prescribed in the Acts
• Assist with verification documentation and B-BBEE
• Assist in providing Corporate Governance advice to the Board, Board Committees and Executives
• Assist in identifying possible governance and compliance risks or development opportunities for the business
• Collaborate with internal Audit to mitigate governance and compliance risks
• Assist in drafting Board and Company policies where necessary
• Input on ESG Quarterly Reporting.
• Prepare meeting dates and annual workplan for Board and Committee meetings with communication and co-ordination on respect thereof
• Ensure proper storage of documentation (including electronically), Metrofiling and archiving
• Maintaining of statutory records
• Administering the functions of the Board and its Committees

Liaison between the Board and other stakeholders

• Attend and take minutes at AGM, Board meetings (including subsidiaries’ Board meetings), HRRC, Social & Ethics Committee, Property Committee Audit and Risk Committee meetings (as required) and ensure timeous distribution thereof
• Coordinate the compilation and timely distribution of the Notices, Agendas and Board and Committee packs, for the Group and its subsidiaries. Both in hard copy and on the relevant App as may be required
• Liaising with relevant parties on timeous signature of Minutes, resolutions and other documentation
• Provide extracts of meeting minutes as required
• Assist the Chairperson of the Board and Chairperson of the Board Committees with all such necessary tasks to ensure the smooth running of Board meetings and effectiveness of the Board, such as Annual Board / Board Committee Plans
• Coordinating the Board evaluation process and other tasks and processes as require
• Ensure that the minutes of all shareholders’ meetings, board meetings and the meetings of any Committee of the Board are properly recorded in accordance with the Act.
• Ensure that a copy of the Company’s annual financial statements is sent, in accordance with the Act, to every person who is entitled to it
• Making travel arrangements as required
• Respond to general queries regarding FICA, SARS, B-BBEE Verification.
• Liaise with External Auditors regarding statutory records
• Attending to Director Fees and approval of invoices
• Assist with the induction of new Board Members
• Maintaining up to date structure charts, schedules and contacts for the group
• Identify potential Board Consultants and manage shortlisting and appointment process
• Point of contact / liaison between the board and any external consultants
• XBRL conversions and submission to CIPC
• Arranging courier for company secretarial documents
• Assist with identifying organizational best practices to drive continuous improvement in processes, procedures and develop and implement plans, practices and processes to better achieve organization goals
• Updating schedules in respect of company secretarial work and related contacts
• Coordinate and schedule all Board and Board Committee meetings

Financial Management

• Responsible for managing the Company Secretarial budget (delegative authority)
• Plan, present and manage the Board of Directors budget in collaboration with the for sign-off

Educational requirements relevant to this job:

• Understanding of the Company Secretariat function
• Chartered Secretaries Southern Africa Qualification
• Experience using company secretarial software
• Microsoft office suite

Advantageous:

• Member of IODSA

Experience requirements relevant to this job:

• 5+ Years’ Experience (PQE) in the corporate governance and company secretarial environment
• PA skills and experience would be advantageous