Head of Legal and Company Secretary

SUMMARY:
Provides Board and designated committees with guidance, support and information as they exercise their duties and responsibilities

POSITION INFO:

Key Performance Areas

• Provide legal and governance support and guidance to the Board as a whole and to individual Board Members on their duties, responsibilities and powers § Proactively provide guidance to the Board on procedural matters, making the Board and Committees aware of laws relevant to or affecting the Fund where appropriate
• Report to the board any failures by the THE COMPANY, Board / Committee members or its Executives to comply with the Act, the rules of the THE COMPANY or any other material applicable laws and regulations.
• Ensure that proper governance registers, books and records of the operations of the Fund are kept, including minutes and resolutions of Board and Committee meetings are properly kept as required by the Pension Funds Act of 1956)
• Oversee the management of Board and Committee meetings in accordance with appropriate constitutions and/or terms of reference and prepare the schedule of board and committee meetings for the year together with the agendas for these meetings
• Ensure the formulation of comprehensive annual workplans for the Board and Committees, covering all key strategic matters as required by the Board Charter, Committee terms of reference, regulatory prescripts and the strategic planning of the Fund
• Formulate meeting agenda in consultation with the Chairperson and CEO, and oversee the quality, accuracy and timeliness of board and committee meeting papers, ensuring that decisions are well-informed by comprehensive briefing materials
• Effectively tracks action items and ensures these are followed up and implemented raising awareness of non-execution of crucial decisions to the Executive and/or Board as appropriate
• Liaises with members on general secretariat queries and facilitates signatures for round robin resolution.
• Serves as communication channel between the Board / Committee members and Management on various committee related issues, raises matters that may warrant the attention of the Board and that pertinent issues from management are referred back to the Board where appropriate.
• Assists the Board in driving the annual evaluation of the Board, its individual trustees and management process, agreeing the evaluation points and providing reported feedback with recommendations for improvement.
• Coordinates the determination, benchmarking and payment of Board Members and Trustees’ remuneration
• Ensures that conflict of interest forms completed, submitted evaluated and filed
• Remains abreast of developments in corporate governance, ensuring that the Executives adhere to the highest governance standards as detailed in King IV.

Provide general counsel and legal services to the Fund

• Provide or source expert legal advice on diverse issues § Investigate facts surrounding requests and scrutinises relevant legal documents
• Research legal principles and apply same to facts
• Formulate and communicate legal opinions
• Draft, enhance and administer Rules of Fund and sign-off of final wording
• Assess regulatory environment of business
• Manage the conformance of THE COMPANY to legal requirements and determine the nature and extent of exposure due to non-compliance
• Develop compliance programmes and monitor the implementation therein
• Control the Actuarial valuations of the Fund by ensuring that the Actuaries receive the information for valuation
• Oversee the conducting of factual investigations on complaints against the Fund
• Oversee the conducting of research applicable legal principles and Pension Fund Rules and apply to facts.
• Manage litigation and Pension Fund Adjudicator/Ombud complaints against Fund.
• Manage resources and litigation process.
• Review progress of litigation matters and liaise with external attorneys.
• Represent THE COMPANY at statutory inquiries, administrative or any other proceedings as and when required.

Monitors compliance and adherence to relevant legislation, regulations and Codes of Ethics

• Annually review the terms of reference of all Committees to ensure compliance and adherence to relevant legislation and regulations
• Ensures compliance with relevant legislation or regulations, identifying and communicating risks to Head: Governance and Assurance.
• Remains abreast of developments in corporate governance, bringing these to the attention of the Board’s and Head of Governance and Assurance’s attention where they would add value and ensuring that the directors adhere to the highest governance standards
• Consider legislative issues raised in meetings as well as enquiries and proposals for rule amendments, benefit jurisprudence; checking whether similar cases have set precedence.
• Ensures that all statutory registers, contracts and agreements are kept in safe custody and that an executive summary of each document is maintained for ease of reference, which is useful for orientating new operating executives on critical contractual issues relevant to their areas of responsibility.
• Ensures an ethics code is in place, approved by relevant Board and Committee structures and ensures these are transparent, well communicated and effectively tracked
• Develop and implements ethics strategies and action plans, identifying and acting on ethics risks and opportunities.
• Maintenance of the THE COMPANY’s registers: Executives, Board and Shareholders
• Accountability for ensuring that all submissions relating to Executives, Board Members and key persons are made to the Prudential Authority and Financial Sector Conduct Authority (FSCA).
• Ensure compliance, as closely as possible, with the King Code and other relevant governance

Stakeholder management

Assist the Executive of Governance and Assurance to:

• Compiles the Board stakeholder engagement plan, identifying the correct stakeholders to achieve compliance in collaboration with various business unit heads/ Executives within THE COMPANY.
• Monitor proper and effective communication processes between committee members.
• Builds a trusted advisor relationship with the Board, Leadership Team and relevant Committees, ensuring they are proactively and effectively advised on governance matters, risks and issues
• Ensures that all regulatory, legal, compliance and change requirements are planned, communicated and fully understood by all executives and members of staff when implemented, and that where appropriate, effective levels of support are available from internal/external providers.
• Liaising with regulators, external advisors and relevant stakeholders
• Pro-actively develop and maintain a wide-range of external contacts in order to obtain/exchange information, identify environmental change which may impact on the THE COMPANY, establish best practices.
• Subsequently taking appropriate actions to maintain/enhance competitive advantage.

People Leadership

• Management of the Legal Advisors and Assistant Company Secretaries
• Inspire, motivate and support team so that they are effective and delivering high quality work and meeting organisational and individual objectives.
• Manage planning of resource requirements, ensure sufficient capable resources are in place to meet service delivery demands, maintaining the effective and efficient capability of the team.
• Build a high-performing team where the best people are deployed in the right roles and deliver against strategy.
• Ensure that all employees are motivated, developed.
• Implement and maintain an effective system of internal controls and delegations of authority for the department, to ensure that accountability for decisions made.
• Inspires and engages employees around the vision and strategy of the Fund, maximising employee engagement and willingness to invest discretionary effort.

Annual Budgets / Financial Management

• Prepare relevant sections of the annual financial statements, regulatory reports, ancillary documentation and ensure that regulatory deadlines are met.
• Compile and gain budget approval (with support of the Board of trustees) in line with policy guidelines.
• Manage costs against guidelines, and ensure alignment of expenditure with the budget.

Requirements

TECHNICAL COMPETENCY REQUIREMENTS

• In-depth knowledge of Pension Fund Laws and Regulations
• In depth knowledge of general Laws and Regulations
• In depth knowledge of governance and regulatory frameworks
• Excellent command of written/verbal business language and report writing skills
• Exceptional stakeholder engagement skills

REQUIRED MINIMUM EDUCATION/TRAINING

• Bachelor''s Degree in Law or related discipline.
• Postgraduate qualification in law, commerce, governance, management or administration would be advantageous
• Registration with the Chartered Governance of South Africa will be advantageous.
• Admission as Attorney / Advocate of the High Court of South Africa will be advantageous

REQUIRED MINIMUM WORK EXPERIENCE

• At least 10 years job related experience, with 3+ years in a strategic leadership role.
• Proven track record of providing effective legal counsel, contract drafting and management.
• Demonstrated experience as Company Secretary or other legal / corporate governance role, with experience and knowledge of the governance of financial institutions such as retirement funds, medical schemes, banks, insurers, benefit administrators or other similar institutions.
• Ability to operate within a matrix structure