Company Secretary- LEGMN32329 (Near Hartbeespoort Dam)


Our client is a subsidiary of the Nuclear Energy Corporation of South Africa operating in Pelindaba Nuclear Facility near Pretoria and they are looking to employ a Company Secretary to join their organization. 

Minimum Requirements

Preferably an LLB Degree
CIS Diploma  will be an added advantage.
Accreditation with the South African Institute of Chartered Secretaries and Administrators is    
required. Proof of accreditation is required.
At least six (6) years’ experience in Corporate Governance, Ethics, Combined Assurance Processes and Risk Management.
Experience as a company secretary in a state owned environment will be an added advantage.
Preferably, experience as a Company Secretary in multinational boards.
Knowledge of PFMA and Treasury Regulations, Companies Act, King III and Protocol on
Corporate Governance in Public Sector.

Role Description

Traditional company secretarial matters:

Develop an annual timetable of corporate meetings for the Group;
Set and maintain Board annual work program and governance calendar, in conjunction with the respective Chairpersons for the Group;
Schedule General Meetings, Board, Board Committee and Executive Committee and Subcommittees meetings;
Arrange/ co-ordinate/ give due notice of the meetings;
Preparation of agendas for meetings, in conjunction with the responsible Executive Manager and   the respective Chairpersons;
Collate the meeting submissions, review and compile the meeting packs;
Attend Board meetings and sub-committee meetings for the Group annually;
Take and prepare written minutes of all meetings;
Prepare matters arising schedules of all meetings and follow up for actions;
Ensure minutes or Board documents are signed;
Draft Board and shareholder resolutions;
Assist the Chairpersons and Directors in the conduct of meetings and their directorialresponsibilities and fiduciary duties and obligations;
Communicate the instructions of the Board and ensure that Management provides the Boards and sub-committees with the information emanating from Board decisions;
Assist Executive Management with preparation of the sub-committee reports to the Board
Maintain all records of companies, minutes, agendas, attendance registers, and declarations of interest.

Governance Matters: 

Provide guidance and advice to the Directors, Group MD, subsidiary MDs and Management in relation to matters of good corporate governance and the requirement of the Companies’ Act, King reports on Corporate Governance and other corporate law regulations and the entities’ Memorandums of Incorporation (“MOIs”);
Review all shareholders compacts for the Group.
Ensure that the Group benchmarks its practices against best practice recommendations;
Develop, implement, monitor and review of the Group’s corporate governance framework including Board and sub-Committee charters and policies and procedures and align such documents to any changes to laws / regulation or changes in the companies ‘MOIs;
Review each company’s Delegation of Authority and ensure alignment;
Under the direction of the Group Chairperson facilitate: Board performance reviews; Induction and professional development programs for Directors; Effective information flow within the Board, to and from the Committees and between non-executive Directors and Management.

Compliance Matters:

Ensure adherence with the  Group’s MOIs and that they are maintained up-to-date, conform with current legislation and reflect best practices;
Monitor and ensure that the Group complies with its statutory obligations under any relevant laws and regulations;
Identify and assess the impact of core laws / regulations on the Group and identify any gaps in compliance of the entities;
Provide awareness to the Boards on the latest updates pertaining to new laws / regulations or change in existing laws / regulations which have relevance and possible impact on the Group and assist the Group in understanding the impact that these changes may have on the companies and what changes will be required in order to meet these regulatory requirements;
Draft the necessary documents to correct gaps on compliance and assist the responsible employee/s with any changes required to ensure compliance;
Provide assistance, support and documents for the interim and year-end External Audit for the Group. 

Ancillary Matters: 

Carry out other allied functions, if any, required of the Group Secretary by the, Companies’ Act, 2008; Public Finance Management Act, 1999 (PFMA), MOIs etc.;
Manage all CIPC matters and other functions related thereto;
Ensure completion and l  lodgement of all statutory forms / returns to meet all reporting and compliance obligations of the Group with the Companies Act, 2008, and Public Finance Management Act, 1999 and other relevant legislation /regulation;
Ensure requisite retention of all required statutory returns, documents and records;
Provide first line / basic legal advice to the Boards and liaise with the Group's Legal as required;
Liaise with the Group's accountants, auditors and other professional advisers in relation to various corporate matters;
Be a liaison with regards to appointments, retirements, resignations and removals of Board Members.
Attend to Shareholders enquiries;
Provide any ad hoc tasks normally associated with the function of the Company Secretary which
May be requested by the Boards, Shareholders or Executive Management from time to time to prepare correspondence of behalf of Board/Chairperson as and when required.

City: Johannesburg

Salary: R800k +

Duration: Permanent