Head of Governance Services

SUMMARY:
Head of Governance Services

POSITION INFO:

Governance Services Unit seeks to recruit a Head of Governance Services with a sound understanding and practical application of the Companies Act 71 of 2008 (“the Act”).  In terms of the legislative requirements this individual will be accountable to the board of the Company which they represent/advise. Their duties are set out in Section 88(2) and are as follows:

 (a)    providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers; 

 (b)    making the directors aware of any law relevant to or affecting the company;

  (c)     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 this Act; 

 (d)    ensuring that minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded in accordance with this Act;

 (e) certifying in the company’s annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date; 

 (f) ensuring that a copy of the company’s annual financial statements is sent, in accordance with this Act, to every person who is entitled to it; and 

 (g) carrying out the functions of a person designated in terms of section 33(3).

 Their duties are not limited to those listed in Section 88(2) of the Act as the King Code on good Corporate Governance also plays a role in terms of fulfilling their functions and responsibilities. It is significant to mention that that the King Code does not constitute legislation but serves as a guideline on good corporate governance.

 Ideally the Head of Governance Services should have relevant professional services experience, be well networked in the market and a strong motivation and appreciation of the varying demands related with servicing a client portfolio across various industries or sectors in proving an outsourced governance advisory service, rather than an in-house service including being technology savvy and sound leadership skills. 

Key responsibilities

The incumbent will service their own portfolio of clients in execution of client instructions. This entails proving corporate governance advisory services, meeting facilitation and strong problem-solving related to client requirements as it relates to supporting the board of directors in keeping abreast with applicable regulatory matters in terms of the Act. This will include but not limited to:

Client Engagement

Professional Services and industry knowledge and bodies associations and networks engagement.

>                    Client engagement and providing advisory services on the application of industry developments, including regulatory and legislative changes, as it applies to good Corporate Governance in line with best practice. 

>                    Business Problem-Solving and meeting clients’ needs related to operational efficiencies utilizing technology and governance tools.

>                    Regular engagement with existing clients to monitor their needs with a view to identify growth opportunities.

>                    Strategic meetings with potential clients and industry stakeholders to secure new business.

>                    Research and development of new Corporate Governance Advisory products/solutions

Corporate Governance Advisory and Meeting Services 

>                    Drafting recommendations regarding policies necessary to meet Company responsibilities in terms of the Act.

>                    Preparation and facilitation of board meetings, set agendas, and review materials for accuracy before distribution to the board.

>                    Drafting of Board / Shareholder Resolutions

>                    Miscellaneous drafting i.e. Terms of Reference, Charters, Policies, Board / Committee Work Plans

>                    Review / drafting of Integrated Annual Report in compliance with the prescripts of the Act

>                    Board/Committee Evaluations

>                    Director Induction/Executive Training/Corporate Governance Training i.e. Insider Trading and Corporate Governance Framework

>                    Board and Trustee Training

>                    Best Practice Health Check (Conflicts of Interest Declarations and related Disclosures)

>                    Companies Act Compliance and Trustee Administration Support

>                    Trust filings and registration with the Master of the High Court

>                    Board and Trustee Meetings Attendance and support

>                    Transactional advisory support and drafting/ filing of required documents with the CIPC to effect the changes as required in terms of the Act i.e. financial year end changes, disclosures to shareholders, annual and quarterly earnings, accounting information and tax obligations. 

>                    Governance Technology Solutions/Product savvy i.e. entity management compliance and Board Support solutions

Statutory Administration and filings

 >                    Filing of statutory changes (CoR21.1, CoR22, CoR25, CoR39, CoR44)

>                    Formulation of resolutions to approve annual financial statements (directors and shareholders paper AGM) and lodgment of AFS with CIPC

>                    Share transactions (buy-back, transfer, conversion, allotments and dilution including ensuring securities transfer tax is paid to SARS)

>                    Changes to share capital (increase, conversion, creation of new classes), including special resolution

>                    Registration of Share Incentive Schemes with CIPC (under Section 97 of the Companies Act) and filing of annual compliance certificate

>                    De-registration of Companies at CIPC

>                    TRP (Takeover Regulation Panel) filings

>                    Adoption of new MOI (Memorandum of Incorporation) by way of special resolution

>                    Name change (including reservation of name and preparation of special resolution)

>                    Appointment and resignation of directors and company secretary

>                    Change of year end

>                    Change of registered address

>                    Appointment/change of auditor

>                    Appointment/change of public officer

>                    Paper AGMs

>                    AGM (Chairman agenda, minutes and attendance)

>                    Action items from meetings

>                    Take-on of new company onto computer software package

>                    Preparation of statutory audits and dealing with concerns raised after audit

>                    Issue of replacement of share certificate

>                    XBRL upload

Minimum Requirements

>                    Legal Qualification, Admitted Attorney advantageous, more than six years relevant experience

>                    Excellent command of the English language (verbal and written)

>                    Good communication skills

>                    Must be able to liaise with staff in the business as well as clients, at all levels

>                    Sound understanding of corporate governance technology solutions and tools i.e. entity management and Board support tools

>                    Company secretarial software packages (Prosoft, ESEC or similar)

>                    Problem-solving

>                    Strong Business Acumen

>                    Management Consulting/Professional Services Background (essential)

>                    Project Management experience

>                    Sound knowledge of the Companies Act 71 of 2008 (essential)

>                    JSE Listings Requirements

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