Company Secretary

Responsibilities

• Provide directors with guidance in their duties, responsibilities and powers and make directors aware of all laws and regulations relevant to the company. This should include advice on business ethics and good governance.

• The company secretary should remain abreast of developments in corporate governance and is pivotal to ensuring that the directors adhere to the highest governance standards.

• Preparing the schedule of board and committee meetings for the year (corporate calendar). Review MOI and ensure in line with requirements.

• Preparing the agendas for these meetings in conjunction with the chairperson and key executives.

• Ensure that pack are sent out on time.

• Takes the minutes of these meetings and should ensure that they are distributed as soon as possible thereafter to aid directors in implementing the decisions.

• 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.

• Play a key role in the induction process of new directors, encompassing both directors’ duties and responsibilities in general and specific matters pertaining to the company itself and the industry in which it operates. Provide new directors with an information pack relating to these issues.

• Identify training requirements for inexperienced directors and should also ensure that there is an ongoing programme to keep directors well informed of developments in the company and in respect of matters relevant to their responsibilities generally.

• Ensure that the directors and management operate within an authority framework approved by the board and reviewed and updated from time to time.

• The company secretary takes responsibility for preparing all or parts 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 standards and practices in the company.

• Ensure that appropriate guidance is given to the board in matters of conflict of interest.

• The company secretary should ensure that the board and board committee charters and terms of reference are kept up to date

• The company secretary should assist the board with the yearly evaluation of the board, its individual directors and senior management

• Manage declarations:

1. Conflict of interest

2. ABC

• Anti-Bribery and Corruption Training

• Draft an annual board work plan.

The Company

• Lodgement of all documents with CIPC and the maintenance and updating of the company’s register of members.
• The company secretary is responsible for ensuring compliance with the company’s memorandum and articles of association and effecting any changes to meet the needs of the company.
• The company secretary would ensure that all letterheads, notices and other official stationery and publications of the company display the correct name of the company, registration number, registered office and names of the directors and company secretary.

Other Duties

• The company secretary may take responsibility for the corporate social responsibility portfolio. This would entail ensuring that the company adheres to its corporate social investment programme and monitoring various aspects directly and indirectly related to this activity, including the supervision of the company’s adherence to any industry or sector charter and its black economic empowerment credentials.
• Management of the Property Portfolio
• Management of the Trade Mark and Patent Portfolio

 Essential Experience

• · A minimum of 5 - 10 years’ relevant experience in practice with a corporate entity
  · Extensive Corporate Governance, Compliance, Legislative Framework environment experience.
  · Knowledge of legal and regulatory requirements affecting public entities, corporate governance instruments and guidelines
  · Familiarity with system/ process documentation

Competencies

• · Understanding of various legislation regulating public entities.
  · Knowledge of company secretarial duties and responsibilities
  · Familiarity with system/process documentation and business processes
  · Knowledge of leadership and management principles
  · Knowledge of socio, political and economic issues facing South Africa
  · Development and analysis of strategy, systems, processes and tools.
  · Knowledge of Financial and risk management

Skills & Abilities

 · Strategic Resource Management & Leadership
· Communication
· Organisational & Stakeholder Awareness
· Change Leadership
· Results Orientation
· Negotiation skills
· Influential
· Strong analytical skills
· Excellent communication skills – all aspects
· High levels of professionalism
· Good interpersonal skills
· Excellent planning, co-ordination and follow through skills
· Excellent administrative skills
· Ability to interpret and advise on the application of legislation
· High levels of discretion and confidentiality
· Ability to interpret international and local conditions and trends
· Ability to work under pressure

Personal Attributes

 · Good interpersonal relations
· Ability to work under pressure
· Innovative and creative
· Independent thinker
· Ability to work in a team and independently
· Cultural sensitivity
· Adaptability
· Political sensitivity
· Honesty and Integrity