Corporate Governance Manager

SUMMARY:
The Corporate Governance Manager will be responsible for the company secretarial function with respect to the listing of the entity.

POSITION INFO:

The Corporate Governance Manager will be responsible for the company secretarial function, board meeting administration, including compliance with statutory, corporate regulatory and governance requirements with respect to the listing of the entity, and the Group legal entities and divisions.

Client Details

The organisation falls within the FMCG sector and has successfully expanded its business due to acquisitions of various portfolios both locally and into Africa. Head Office is based in Midrand, Johannesburg.

Description

The Corporate Governance Manager will report to the Executive: Legal and Company Secretary and form part of the legal department.

Company secretarial duties

• Ensuring compliance with all companies, securities and trust legal requirements
• General advice on companies, securities and trust law and corporate governance
• Facilitating proper shareholder, board and committee meeting administration, which includes:
  • the collation, compilation and publication of Board and Board committee packs and submissions via the electronic publishing platform used by the company, assist directors and other users to access content
  • the management of the relationship between the company and the platform service providers.
  • preparation and finalisation of minutes where required
• Drafting of board resolutions and coordinating the distribution thereof - ensuring legally compliant board and shareholder resolutions
• Provision of accurate, timely and consistent company secretariat information and services
• Manage declarations of interests - analyse and confirm declarations for accuracy and completeness
• Implementation of any changes in corporate law and the governance environment to ensure legal compliance
• Maintain an awareness of any changes in the legislative landscape and stay abreast of the latest legal developments - interpret and translate where required

Company administration and statutory duties

• Ensuring compliance with listings requirements, securities laws, statutory, corporate regulatory and internal governance requirements - including disclosure controls and SENS announcements
• Overseeing the statutory and general company secretarial administration of all entities
• Filing statutory documents and returns and maintaining accurate and up to date statutory records in an orderly manner (including annual returns, changes in directors, AFS, change in address etc - address and resolve queries from CIPC as required)
• Dealing with requests/ enquiries with regard to statutory information
• Managing deregistration and liquidation of legal entities

Annual reporting and share scheme administration

• Annual reporting, i.e. directors report, and ensuring appropriate disclosures
• Manage share schemes

General

• Manage services provided by external regulatory bodies, other external service providers, shareholder and stakeholder relationships
• Administer corporate calendar (compile, schedule and coordinate rescheduling)
• Administer the payment of directors fees

Competencies (skills, knowledge and characteristics)

The role will operate with multiple interfaces within a deadline driven environment which requires flexibility to deal with highly dynamic people.

• Excellent organisational skills and detail conscious
• Meticulous work ethic
• Ability to work in an orderly, structured manner
• Ability to simplify and solve problems
• Team player
• Must enjoy working in a high pressure, rules-based and disciplined environment
• Must be responsive and display a high level of task efficiency
• Fosters teamwork and collaboration
• Excellent communication skills, especially written
• Build partnerships and customer focused

Profile

The Corporate Governance Manager is required to have the following qualifications and experience:

• Bachelor of Law / Bachelor of Commerce or equivalent / relevant degree
• Completed CIS qualification (Chartered Governance Institute of Southern Africa)
• Minimum of between 8 - 10 years+ relevant experience in a similar role, some of which should be in a listed company environment.
• Worked in the FMCG and/or similar industry

Extensive working knowledge of Companies Act and JSE Listings requirements, King IV, statutory filings, corporate governance and related compliance matters - experience in managing share schemes

Working with the company''s sponsors and financiers

Experience in working with CIPC, Master of the High Court and SARS in executing statutory obligations

Ability to work under pressure and within time constraints

Job Offer

The salary / CTC on offer will be market related and competitive relative to their preferred candidate''s level of experience.

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