COMPANY SECRETARY DURBAN
Admin and Office Management
Durban North, Durban – KwaZulu Natal
COMPANY SECRETARY
Our client is looking for a versatile and dynamic Company Secretary to join their team
Responsibilities:
- Provide the Board members with guidance on their responsibilities as per King IV Code of Corporate Practices, PFMA (Public Financial Management Act),and the Terms of Reference of the Board and Committees on which they serve.
- Provide Board members/directors of the subsidiary with guidance on their responsibilities with Companies Act, PFMA, King IV Code of Corporate Practices, etc.
- Arrange training/induction of new Board members ensuring that they understand their legislated duties.
- Conduct governance portion of induction training.
- Collate training material and reference documents with which the Board members may reference to facilitate a smooth induction.
- Facilitate on-going training of Board members to ensure they keep abreast of developments, including legislation which impacts the company.
- Review the following documents for and provide input based on changes in legislation and/or best practise:
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Board Charter
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Terms of Reference of Audit and Risk
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Internal Audit Charter
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Terms of Reference of Remuneration and HR Committee
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Terms of Reference of Investment Committee
- Develop work plans for the Boards and each of their sub committees to ensure that the content of applicable legislation and their Terms of Reference are achieved.
- Provide strategic support to the Chief Executive Officer on all issues which confront the company and ensure these are included on the relevant agendas, elevated and dealt with at the appropriate level in the correct/appropriate meeting.
- Confirm all draft agendas, in consultation with the CEO and Chairperson, include all materially significant or strategic matters and ensure issues are discussed timeously. Include these matters on Board/Committee agenda, or if sensitive, personally contact the Chair of Board or Chairpersons of Board Committees to appraise of material issues as arise from time to time. Monitor that governance
- requirements are incorporated into all Board, Audit and Risk, Remuneration and Human Resource practices, Investment Committees, and Exco interactions.
- Manage the Board calendar and make sure it allows for appropriate time for the submissions to the various Boards and Committees be reviewed by Exco and amended if required.
- Facilitate payments and provision of relevant documents to Board and Committee members quarterly, in accordance with Department guidelines and that these are approved by the Remuneration and HR Committee and Board.
- Co-ordinate Executives and senior managers timing of preparation, quality and content of inputs for documents for Board and Committee meetings.
- Monitor the timeous compilation and distribution of Board packs.
- Monitor the implementation of the King IV Code and report on deviations.
- Co-ordinate executives and Senior Managers timing of preparation, quality and content of inputs for documents for Board and Committee meetings.
- Monitor the timeous compilation and distribution of Board packs according to approved timelines.
- Monitor the implementation of the King IV Code and report on deviations.
- Co-ordinate the Board and Board Committee evaluations, compile results and provide feedback on measures to improve Board and Committee effectiveness to the Chairpersons of all Committees and draft a summary report for the Member of Executive Council (MEC) on behalf of the Chairperson of the Board.
- Draft Exco agenda incorporating all new issues as required by organisational requirements, matters arising, Board and Board committee agendas and ensure all submissions are submitted timeously.
- Attend Exco and Board meetings to provide guidance on governance and strategic issues as discussed in those forums.
- Draft minutes of all meetings of Board and Board Committees, Exco, and ensure that all significant matters raised are accurately and completely recorded, especially the resolutions.
- Co-ordinate the actions as required by Exco and Board and Board Committees are carried out by Executives/managers as required and reported back to the Board or Board committees or Exco.
- Monitor that all minutes, registers of resolutions, registers of interests declared, action plans and registers of policies are maintained and updated
- Assist CEO to introduce a culture of governance into the organisation.
- Draft Corporate Governance section of Annual Report in accordance with the recommendations of King IV and requirements of legislature:
- Ensure all other sections of front part of Annual Report are drafted in accordance with legislative requirements (if any) and follow the recommendations of King IV.
- Review, monitor and report (and draft if required) with regards to areas identified in King IV to Board including, but not limited to:
- Governance and ethics matters are reported on board agenda;
- Information Technology governance items are considered by the ARC and reported to the Board in accordance with King IV;
- Internal Audit is project managed as dictated by good governance;
- Sustainability is considered by the Board and is reported in the Annual Report;
- Stakeholder relationships are considered in meaningful disclosure in the Annual Report as recommended by King IV.
The company moves towards meaningful Integrated Reporting.
Oversee that governance policies are up to date and are annually/biannually reviewed and approved by Exco, for approval by the Board/Board Committees. Including:
- Code of Conduct
- Delegation of Authority
- Administration of Entity
- Structure and Administration of Entity
- Co-ordinate information as and when requested by Public Protector.
- Take part in organisational induction of new employees. Provide training regarding governance of the organisation.
- Administer the Annual Code of Conduct process throughout the company.
- Review changes to policies to ensure that relevant legal prescripts have been incorporated into policies.
- Review compliance review reports to ensure that all controls related to policies and legislation are adhered to.
- Report on Compliance and Ethics related matters to Audit and Risk Committee and Board.
- Provide point of contact for Tip Offs Hotline.
- Together with CEO consider all matters reported to the Hotline, consider any actions that need to be taken in terms of items reported (if any) and report all matters directly to ARC.
- Project manage forensic investigations when required.
- Review the appeals received against SCM (Supply Chain Management) decisions taken at the company.
- Receive the reports on potential irregular expenditure and potential fruitless and wasteful expenditure.
- Review evidence and findings of irregular expenditure reports fruitless and wasteful expenditure reports for completeness, accuracy and confirm that the quality is appropriate prior to forwarding reports confirming instances of irregular expenditure and fruitless and wasteful expenditure to CEO.
- Ensure declarations of interest are maintained for all employees of the company.
- Ensure that if there are any interests which may cause conflicts within the procurement or contract management process are identified and reported. Compile register of companies with which the company may not conduct businesses is maintained.
- Review risk reports for organisation to ensure accurate and complete reporting of all material risk related matters are reported to the Board.
QUALIFICATIONS:
- Post graduate qualification NQF 8, Chartered Company Secretary or Chartered Accountant or Bachelor of Laws.
- 10 years’ experience in a Company Secretarial role or similar.
- Experience in public sector environment would be advantageous.
- 5-7 years’ experience in leading and managing a team.
- 3– 5 years’ strategic management experience.
- SAICA or other relevant professional body.
- Institute of Directors advantageous
- Code EB/08 Driver’s License
- Computer Literacy (Ms office: Word, PowerPoint, Excel)
- Sound Knowledge of corporate governance principles
- Sound Knowledge of relevant legislation: POPI, PFMA. Preferential Procurement Policy Framework Act, Companies Act, etc.
Please note, short listed candidates will be contacted within 14 days.
