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Job Summary

To ensure that Companies comply with the provisions of the Companies Act and other legislation that may be applicable to the Company.

Job Description

Accountability: Corporate Governance

• During Board meetings, update the Board with regards to the Corporate Governance trends
• Coordinate  Board  succession  planning  by  ensuring  that  Board  Succession Planning  is discussed annually
• Deliver on high quality Induction and Orientation Programme for new Directors by engaging with the chairman to design a tailor-made Introductory Programme for a particular Director
• Coordinate  Board  Training  as  a  result  of  the  Board  Evaluation  process  each  time  new legislation is passed
• Advise Directors on the proper application of KING IV requirements and on other Corporate Governance best practices
• Act as the primary point of contact for non-Executive Directors as and when queries arise (e.g. Director fees, buying and selling of shares and so forth).
• Ensure that Directors are  informed of  changes in  legislation by  pointing changes out in meetings.

Accountability: Company Meetings

• Act as the Secretary to the Board and the various Committees:
• – Take minutes at all meetings
• – Attend to the drafting of meeting agendas
• – Coordinate the preparation and distribution of meeting packs
• – Coordinate the preparation of the annual meeting schedules
• – Post writing minutes, distribute them seven days after the meeting
• Ensure that all logistical arrangements have been made in relation to venues, parking, access to buildings, stationery, refreshments, presentations, projectors and so forth by liaising with the secretaries in the venues where the meetings are going to be held.

Accountability: Shareholder Liaison (Annual General Meetings)

• Compile the notice of the Annual General Meeting (AGM) by ensuring that special attention is given to the following items:
• – Financial Statements – to give the shareholders a view of the Company’s performance and for their approval of the financial statements
• – Appointment of  Directors document –  to keep the shareholders informed of the new
• Directors that have come in and for their approval of the newly appointed Directors
• – Appointment of external auditors – to keep the shareholders informed of the external
• Auditors that have been appointed and for their approval thereof
• – Rotation of Directors as per the three year rotation cycle
• Once all these factors have been taken into account, distribute the notice of the AGM.
• Ensure that all logistical arrangements have been made in relation to venues, parking, and access to buildings, stationery, refreshments, presentations, projectors and so forth for the AGM.

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Accountability: Record Management

• Record all the critical documents such as minutes, annual reports, resolutions and forms in the correct format as per the Companies Act & the Absa Record Management Policy indefinitely
• Ensure that records are kept in the registered addresses of the companies and that records are constantly kept up to date by updating the minute book
• When some of the records are not going to be in use (e.g. drafted minutes) and are not going to be archived and require to be disposed, this should be done appropriately (i.e. shredding), as they contain confidential information)

Accountability: Director Appointment & Terminations

• In instances of  resignations, ensure that  she/he receives the letter of  resignation from the particular Director
• Upon appointments ensure that the necessary CIPC documentation is completed
• Upon the exit and appointments of new directors, update the letterheads and inform the relevant regulatory authorities (an example being the Registrar of Companies or the South African Reserve Bank).

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Role/Person Specification

Education and Experience Required:

• NQF Level 6: B Degree
• A recognised 3 year Degree in Corporate Governance related
• Bachelor of Commerce (B.COM)
• CIS (Chartered Institute of Secretaries)
• 5 years Company Secretarial experience
• Legal or Journalistic background (Specifically relating to Writing Skills)
• Law Degree

Knowledge and Skills:

• Corporate Governance developments
• Company’s Act
• KING Code- which is Corporate Governance Recommendations to enhance the running of companies and Boards
• Efficient Minute-taking
• Good Report Writing Good Presentation
• Effective Communication Skills
• Interpersonal Skills

Competencies:

• Deciding and initiating action
• Learning and researching
• Entrepreneurial and commercial thinking
• Relating and networking
• Adapting and responding to change
• Persuading and influencing
• Creating and innovating

Education

Bachelor`s Degrees and Advanced Diplomas: Business, Commerce and Management Studies (Required)