Corporate and Secretarial Consultant

SUMMARY:

We are seeking an experienced Corporate and Secretarial Consultant to support clients with company secretarial compliance, governance, and regulatory requirements. The ideal candidate will have a strong understanding of corporate law and governance frameworks, with a proven ability to manage statutory records, board meetings, an...

POSITION INFO:

We are seeking an experienced Corporate and Secretarial Consultant to support clients with company secretarial compliance, governance, and regulatory requirements. The ideal candidate will have a strong understanding of corporate law and governance frameworks, with a proven ability to manage statutory records, board meetings, and CIPC filings. You will act as a trusted advisor to clients, ensuring they meet all legal and procedural obligations.

What you’ll do:

• Carrying out the functions of a person designated in terms of Section 88(2) of the Companies Act: Providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers; Making the directors aware of any law relevant to or affecting the company; Reporting to the company’s 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; Ensuring that minutes of all shareholders' meetings, board meetings and the meetings of any committees of the directors, or of the company’s executive committee, are properly recorded and kept in accordance with the Act; Certifying in the company’s annual financial statements whether the company has filed required returns and notice in terms of the Act, and whether all such returns and notices appear to be true, correct and up to date; Ensuring that a copy of the company’s annual financial statements is sent, in accordance with the Act, to every person who is entitled to it; Carrying out the functions in terms of Section 33(3) of the Act – submit annual returns and compliance questionnaires to Companies and Intellectual Property Commission (CIPC).
  Statutory services: Provide statutory service relating to incorporation / deregistration / liquidation / restoration of private companies, non-profit companies and trusts; prepare relevant COR forms and submit to CIPC relating to amendment of memorandum of incorporation, change of directors, registered address, auditor, company secretary, change of financial year end. Assist auditors to access information during statutory audits. Compile and submit NPO reports for non-profit organisations as required by the Non-Profit Organisations Act.
• Compliance: Ensure full compliance with governance principles and policies, corporate law, other relevant statutory requirements, and corporate delegation framework.
• Corporate business administration: Provide support by implementing administrative processes relative to planning, managing, coordinating and prioritising workflow for companies, trusts and committees. Ensure efficient administration by putting formal procedures in place and timely execution of related activities. Maintain and update company information sheets and registers required by the Act. Prepare corporate annual meeting calendar for holding company, subsidiaries and trusts quarterly meetings. Provide pro-active support and advice with other activities related to corporate business administration. Maintain and update statutory registers required
  in terms of the Act on selected platform.
• Corporate governance support: Assist with corporate governance issues and assist in reviewing all legal and regulatory developments where applicable. Report deviations and non-compliance with legislation and regulations and implement corrective action. Provide guidance to directors on their powers, duties and responsibilities and assist with director training. Provide guidance on King IV recommendations.

What you’ll do:

• Customer and client relationship management: Provide strategic advice and guidance on processes and policies to be followed, as well as delegated authority and required governance in general. Provide relevant and specialised support to applicable stakeholders. Teamwork and collaboration with external providers or functional departments to ensure that business needs are met.
• Document control and quality: Responsible for the safe keeping, filing and tracking of company information. Information classification of documentation, archive period suggestions, and overall information governance management.
  Integrated reporting: Assist with annual integrated reporting relative to appointment
• Internal business processes: Review and update of terms of reference for boards and committees. Assist with submissions and questionnaire relative to annual BBBEE certificates. Assist in the development of client’s strategy and plan to achieve efficient company secretariat management. Ensure a governance framework is in place and up to date.
• Meeting management: Accountable to provide a comprehensive corporate secretariat service to boards of subsidiary companies, trust and non-profit organisations. Arrangements/preparations for board, committee and annual general meetings and video/conferencing. Facilitate and coordinate smooth running of meetings; draft agendas in consultation with chairman, take minutes and facilitate action reports. Record conflicts of interest. Prepare extracts from minutes of meetings. Assist with facilitation of annual general meeting (AGM) of holding company and draft AGM notice and proxy form.
• Specialised support: Ensuring compliance with the Companies Act, Securities Services Act, JSE Listing Requirements, King IV, Promotion of Access to Information Act, Protection of Personal Information Act, Memorandum of Incorporation and Trust Deed and other regulatory bodies e.g. Prudential Authority, CIPC. Induction of non-executive and executive directors, rotation of directors, directors’ interest disclosure, NED fees and subsidiary director shareholding, shareholder analysis. Management of directors’ and senior management dealings in relation to management share incentive schemes. Drafting and facilitation of written resolutions. Administer share registers of subsidiary companies, allotments, issuing and cancellation of share certificates, share buy-backs and increase of shares. Draft unique memorandums of incorporation and terms of reference for boards and committees.
• Best practice and knowledge management: Continuously monitor the exchange and preservation of information between operations and individuals to facilitate effective knowledge management according to organisational objectives.

Your expertise:

• Experience as company secretary is compulsory (10 years minimum)
• The individual must have requisite knowledge and experience of relevant regulatory instruments, particularly:
• Companies Act
• King IV Report on Corporate Governance
• Proficiency in MS Office applications, Excel, secretarial software programme (e-Sec), meeting management tool (Diligent / Boardpad).
• Ability to respond quickly to business needs/agility, flexibility, continuous learning, innovation and proven ability to experiment on creative business solutions.

Qualifications:

• Law (LLB)or Commerce (BCom)
• Corporate Governance
• Business Administration
• Qualifications preferred:
  • Registration with the Institute of Company Secretaries of Southern Africa (ICSA) will be an added advantage
  • Postgraduate Diploma in Corporate Law or Corporate Governance LLM (Corporate Law) or MBA with a governance focus Membership in governance or compliance associations (e.g., IoDSA, Compliance Institute SA)

Other information applicable to the opportunity:

• Permanent Position
• Location: Cape Town
• Work environment: On site – client based or at Inlexso designated office
• Physical Demands: Sitting, walking, standing, driving.
• Travel: Own a vehicle and valid driver’s license to travel to client site and back or a reliable transport system to be on time for work.

Why work for us?

Want to work for an organization that solves complex real-world problems with innovative software solutions? At iOCO, we believe anything is possible with modern technology, software, and development expertise. We are continuously pushing the boundaries of innovative solutions across multiple industries using an array of technologies. 

You will be part of a consultancy, working with some of the most knowledgeable minds in the industry on interesting solutions across different business domains. 

Our culture of continuous learning will ensure that you will have all the opportunities, tools, and support to hone and grow your craft. 

By joining IOCO you will have an open invitation to developer inspiring forums. A place where you will be able to connect and learn from and with your peers by sharing ideas, experiences, practices, and solutions. 

iOCO is an equal opportunity employer with an obligation to achieve its own unique EE objectives in the context of Employment Equity targets. Therefore, our employment strategy gives primary preference to previously disadvantaged individuals or groups.