Company Secretary, Germiston

SUMMARY:
The purpose of position is a full statutory, compliance and legal function. Relevant tertiary qualification (3 year degree or higher) and 5 to 10 years experience – CIS- 6 to 8 years relevant experience in Company Secretarial roles

POSITION INFO:

We are currently looking for a Company Secretary to ensure that all statutory requirements and particularly those specified by the Company''s Act are complied with. 

This is a permanent position and preference will be given to candidates with a tertiary qualification in Legal (3-year degree or higher). A candidate that possesses a completed Company Secretary CIS qualification will have an added advantage. 

Position details: 

Job overview: The purpose of position is a full statutory, compliance and legal function that oversees the systems, procedures and processes by which the company is managed to ensure a high standard of corporate governance. 

Position reports to: Senior Manager: Legal and Commercial 

Levels of authority: 

Financial impact: None

People (how many employees does the position manage): None

Business process: Responsible for the company secretarial and compliance function in the organisation. Responsibilities may include other administrative requirements of the organisation. Responsible for ensuring that all statutory requirements and particularly those specified by the Company''s Act are complied with. 

Relationships 

External customers: • Board Members • Subcommittees of the board

Internal customers: • Executive Committee • Various Subcommittees • Senior Management 

Decision making 

• Open ended, risky decisions or recommendations, requiring detailed research and analysis, where the success of the outcome may not be known for some time after making the decision. 

Diversity of work 

• Is responsible at Main Board or Executive Committee level for a major function, a variety of functions or for the entire organisation. 

Types of communication 

• Contracts Manager - Recording and repository of contracts direct interaction
• Chairperson
• Board matters, agendas, Board performance - Direct interaction for all Directors on the Board
• Governance, risk management - Direct interaction
• Board and All the Board Committees - Audit, Beneficiation, Remuneration, Exco, Contracts, Asset Management, Customer Management, Policies & Procedures, Risk Management.
• As a member, adding input to the various committees - As needed
• Companies and Intellectual Property Registration Office Statutory - As needed
• Management across the company - risk management and governance - Direct interaction
• Internal and external auditors - risk management and governance - Direct interaction 

Key performance areas and indicators 

1. Monitoring and driving of corporate governance throughout the company
2. Make Directors aware of all relevant laws and regulations ensuring that they adhere to the highest governance standards and report any failure to comply.
3. Maintain a system for compliance monitoring and reporting across the company, ensuring that the Directors and management operate within an authority framework approved by the Board and reviewed and updated from time to time
4. Provide Directors with guidance in their duties, responsibilities and powers and make Directors aware of all laws and regulations relevant to the company. This includes the provision of advice on business ethics and good governance.
5. Monitor and keeps abreast of Corporate Governance developments, both locally and internationally and where appropriate, recommends to the Board for their inclusion in the existing governance practices.
6. Raise matters that may warrant the attention of the board
7. Clean audit reports in all related areas.
8. Ensure no Incidents of non-compliance and fraud.
9. Ensure the Board Charter, Board Committees the Board and the Executive Committee, and its committees, Terms of Reference and Workplans are annually reviewed.

 Ensure the Delegated Level of Authority is annually reviewed and be responsible for managing the Board’s delegated authorities.

1. Attend to the annual revision of Committees Terms of Reference and Committee Appointment Letters.
2. Board and Exco assessment
3. Board and Company assessment of input and support. 
4. Maintain all statutory records and submissions of statutory returns in compliance with the statutory provisions of the Companies Act

 Maintain all statutory records and submissions of statutory returns in compliance with the statutory provisions of the Companies Act

1. Lodge all documents with the Companies and Intellectual Property Registration Office, maintain and update the company’s register of members. This extends to all other legislation or regulations critical to the nature of the company.
2. Attend to the statutory maintenance and company secretarial functions of the company wholly owned subsidiaries
3. Evidence of record keeping
4. Assessed by, inter alia, Chairman of the Board and the CE.

1. Ensure that the Chairperson of the company is provided with professional company administrative and secretarial services

1. Work with the Chairman and Chief Executive in the preparation of the schedule of Board and committee meetings for the year.
2. Prepare the agendas for these meetings in conjunction with the Chairperson and key executives.
3. Draft and circulate written Board resolutions.
4. Ensure that information is dispatched timeously to all Directors to enable them to prepare adequately for these meetings.
5. Take minutes of these meetings and ensure they are distributed as soon as possible after the meeting to aid Directors in implementing the decisions.
6. Act as custodian of all statutory minute books, registers and related confidential documentation.
7. Assessed by, inter alia, Chairman of the Board and the CE.
8. Ensure accuracy of minutes.

1. Annual Financial Statement

1. Certify in the annual financial statements of the company that the company has lodged all its returns required of a private company and that these returns are true, correct and up to date, in accordance with the Companies Act.

1. Ensure that the Board’s policies and instructions are communicated to the relevant persons in the company and that pertinent issues from management are referred back to the Board where appropriate.

1. Develop a confident relationship with the Chairperson, and assist the Chairperson in formulating priorities in the Board agenda for consideration by the Board- Feedback from Chairman and CE
2. Act with tact and discretion at all times in line with their fiduciary duties as an officer of the company, ensuring that confidential information about the company is not disclosed to any third party.
3. Oversee and manage general secretarial administrative functions.
4. Quality of input as assessed by, inter alia, Chairman of the Board and the CE.

1. Yearly Evaluation

1. Perform yearly evaluation of the board, its individual directors and senior management.
2. Feedback obtained from Chairman and CE.

1. Proper induction orientation, ongoing training and education of directors

1. Perform proper induction orientation, ongoing training and education of directors, including assessing the specific training needs of directors and executive management in their fiduciary and other governance responsibilities- Feedback from Chairman and CE
2. Actual delivery of induction. Assessment by, inter alia, the Chairman.

1. Annual Integrated Report

1. Prepare all or sections of the annual report and ensuring that statutory deadlines are met and that the statutory and regulatory disclosures are validated, particularly in relation to statements given on corporate governance and practices in the company.

1. Exco and Sub-committees

1. Work with the Chief Executive and the Chairs of the Exco Sub-Committees in the preparation of the schedule of committee meetings for the year.
2. Prepare the agendas for these meetings in conjunction with the Chairperson.
3. Draft and circulate written Committee resolutions.
4. Take minutes of these meetings and ensure they are distributed as soon as possible after the meeting to aid in implementing the decisions.
5. Attend to the annual revision of the various Committees’ Terms of Reference.
6. Make Committee members aware of all relevant laws and regulations ensuring that they adhere to the highest governance standards and report any failure to comply.

1. Oversight and Compliance

1. Ensure compliance with the company’s policies, whose oversight is delegated and/or assigned to the Company Secretary.
2. Ensure a clean audit.

1. General

1. Generally assist the Senior Manager: Legal and Commercial with any and all corporate governance and/or company secretarial functions.

Location: Germiston, Gauteng

Job Qualification & Experience:

Education & relevant years job related experience

• Relevant tertiary qualification (3 year degree or higher) and 5 to 10 years’ experience – CIS- 6 to 8 years relevant experience in Company Secretarial roles

Dimensions, skills and knowledge

• Knowledge and full understanding of South African legislation and good corporate governance, incl. inter alia Companies Act, King Report on Corporate Governance - Medium to large company level
• Knowledge of specific legal and company requirements of the gold and mining industry - Medium to large company level
• Detailed knowledge on the differing departments of the company, having an in depth understanding of these processes in order to add value to decision making - Able to think and direct strategically
• • Planning knowledge, being able to put this into practice and being able to plan effectively for up to five years - Add value and input to the planning and strategy of the company
• • Sufficient / in depth, knowledge of:

▪ Computer literacy - MS Office and Company Secretarial Packages

• ▪ Excellent English communication skills (written and verbal) - As required in large high profile company
• ▪ Must be able to work under pressure and adversity, and meet strict deadlines - As required at managerial level
• ▪ Excellent interpersonal and organisational skills - Be able to deal at Board level, with regulatory authorities, auditors
• ▪ Possess integrity and leadership ability of the highest standard. Essential to the role.
• ▪ Self-starter, with attention to detail and meticulous - Time management critical.
• ▪ Computer literacy - High
• ▪ Presentable with proven ability to liaise effectively at the highest governance levels throughout the company High
• ▪ Ability to take effective minutes of diverse and complex meetings and to record proceedings accurately - High

Company Description:

Having been in operation for almost a century our client has grown from a local refiner to a globally recognised precious metals leader. They received global accreditation and international referee status.

They enjoy exceptional long-term loyalty from their people – their family; all with outstanding talent and immense experience.

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