Company Secretary (5 Year Ftc)

**Overview**:
The incumbent will be responsible for managing the organisation's Board and Board Committee governance oversight processes and activities including secretariat and administrative support services;
provision of legal advice/opinion in respect of governance matters relating to Board operations and the organisation's mandate, strategy, and related risks.
The role will entail timeous compilation and circulation of Board and Committee submissions, agendas, minutes, and reports including the development of Board Chairperson and Board Committee Chair Reports;
ensuring that decisions/resolutions of the Board and Board Committees are documented and actioned;
ensuring compliance with statutory and regulatory requirements relating to disclosure and reporting;
spearheading the development of the Board year planner and the alignment of the same with the corporate calendar;
championing the development and approval of Board and committee charters as well as policies governing Board operations;
championing the development approval and maintenance of up to date Board delegations (between the Board and the Executive Authority and between the Board and Management).
The incumbent will also be responsible for coordinating logistics for Board participation in the organisation's stakeholder management-related initiatives including coordination of related content management.
**Minimum requirements**:
- A Degree in Law or Commerce
- Relevant postgraduate qualification
- Chartered Governance Institute of South Africa (CGISA) Certification will be an added advantage.
- 10+ years working experience in legal, governance or commercial advisory environment
- 3+ years as a Company Secretary or in company secretariat consulting
**Responsibilities**:
**Planning and Governance**
- Provide inputs to the organisational strategy and Corporate Plan.
- Provide input into reviewing organisational activities and assist in recommending corrective actions if necessary.
- Enhance and implement treasury systems, processes, procedures, tools, and control systems.
- Implement controls within the section which minimize potential risk to stakeholders.
- Ensure monthly, quarterly, and annual reports are prepared accurately, maintained, and submitted timeously to all stakeholders.
- Manage preparation and support of all internal and external audits.
- Participate in management fora within the organisation, contributing expertise to enable sound decision-making.
- Facilitate departmental stakeholder communication through appropriate structures and systems.
**Provision of Legal Advice and Opinion**
- Provide legal advice and draft legal opinions / legal documents to ensure that business units operate within the legal framework.
- Conduct factual problem and dispute analysis through consultations.
- Assess contingency and reliability of available evidence and burden of proof.
- Conduct legal research on legal aspects of disputes or problem areas and provide legal opinion where necessary.
- Prepare memoranda to external attorneys and counsel as and when required.
- Track progress of implementation of outcomes of legal opinions.
**Manage Board Governance**
- Responsible for ensuring that the legal framework and any supporting policies and procedures are clearly documented.
- Develop and implement processes to promote and sustain good corporate governance.
- Manage that the board and board committee charters and terms of reference are kept up to date and understood.
- Ensure that statutory documentation is properly compiled and timely circulated (board papers, register of Directors, Minutes, Articles, legislation for Board) and assist board committees with drafting of yearly work plans.
- Report to the Board 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 Act.
- Responsible for ensuring that the organisation's annual financial statements are sent in accordance with the Act, to all the stakeholders entitled to it.
- Monitor compliance to Corporate Governance and compile a report to Board and EXMA.
**Board of Directors' Support and Administration**
- Advise the Board of Directors, through the chairperson, on all governance matters, and consider any improvements that could strengthen governance of the company.
- Draft Board and Committee meeting minutes and distribute the required actions to the relevant business units for implementation.
- Provide comprehensive practical support and guidance to directors, with particular emphasis on supporting the non-executive directors, the chairman of the board, the chairpersons of committees and the audit committee.
- Obtain appropriate responses and feedback to specific agenda items and matters arising from earlier meetings in board committee deliberations and raise matters that warrant attention.
- Monitor the implementation of the actions by various stakeholders and provide an evaluation report to EXMA and Board Committees