Company Secretary

SUMMARY:
LEAD WITH INTERGRITY? GOVERN WITH IMPACT?

ATTENTION COMPANY SECRETARIES!!!!!!!!!!

POSITION INFO:
Minimum requirements:

• LLB or relevant degree.
• CIS Professional Advanced Qualification: Governance and Administration.
• Minimum 7 years’ Company Secretary experience.
• Experience in a JSE-listed environment (Non-Negotiable).
• Property experience will be an advantage.

• Offers expert guidance to all stakeholders on statutory and regulatory compliance.
• Provides advice to Exco, SA Exco, and DEVExco on best business practices aligned with all relevant legislation.
• Disseminates Board and sub-committee decisions to relevant parties.
• Supports Executive Management in articulating and sharing Exco decisions with appropriate stakeholders.
• Educates and advises on: Corporate Governance, Companies Act, JSE Listings requirements, King Code requirements, Insider trading and share dealings, MOI requirements.

• Advises the Board on their roles and responsibilities as directors and ensures that the execution of company strategy aligns with the mandates of the Board and Exco.
• Develops, implements, and reviews a group governance framework.
• Creates a company secretarial strategy aligned with company strategy.
• Reviews and updates MOIs, Charters, terms of reference, and Annual Workplans for the Board and committees.
• Develops and reviews governance policies for Board and committee adoption.
• Monitors governance changes and ensures alignment with company strategy.
• Advises the Board on shareholder activism trends, particularly in South Africa.
• Applies King IV principles and ensures the Board and committees fulfil their functions, providing support to the Chair, and assisting the Chair of the Board and committees in ensuring they receive relevant management reports to fulfil their functions.
• Conducts continuous research on governance matters to align the company’s strategic objectives with governance processes.
• Advises the Chair on key agenda points, highlighting short- and long-term governance developments for Board focus.
• Drafts and supports the Head of Investor Relations in preparing SENS announcements.
• Disseminate approved SENS announcements within set timeframes.
• Takes responsibility for preparing the governance section of the Annual Financial Statements,
• Integrated Report, and Sustainability Report, ensuring statutory deadlines are met and regulatory disclosures are validated, particularly regarding corporate governance standards.

• Ensures compliance with relevant legislation, governance frameworks, and industry-related standards.
• Continuously engages with Exco and Board members to assess whether decisions, both proposed and made, align with relevant legislation, the company’s governance framework, and any other applicable standards.
• These include, but not limited to: JSE Listing Requirements, Companies Act, TRP, King IV, Adopted International best practice standards (e.g., UNGC 10 principles & OECD Guidelines as recommended by King IV).

• Ensures adherence to governance reporting requirements.
• Prepares and submits the application of King IV 16 principles, ensuring verifiable and accurate information on what has been implemented.
• Prepares and submits the Governance report for the Integrated Report (IR).
• Ensures all governance disclosures are accurate and verifiable.
• Owns the Governance component of the Environmental, Social, and Governance (ESG) Reporting.

• Responsible for the effective management of company secretarial processes.
• Develops company secretarial processes to support the implementation of a group governance framework.
• Ensures all changes to statutory records are filed with relevant regulators.
• Ensures directors' and officers' liability insurance is in place, reviewed, and renewed.
• Submits the JSE annual compliance checklist on time.
• Review the share register from the transfer secretary and submit it to the finance department to ensure dividend payments align with the disclosed corporate calendar.
• Attends to all JSE communications and ensures timely submission of responses.
• Reviews and approves the annual compliance checklist.
• Monitors submissions to ensure timely filing with CIPC.
• Oversees engagement with CIPC.
• Handles all communication related to the Company Tribunal.
• Ensures timely submissions to the Takeover Regulation Panel (TRP) for changes in shareholding and ensures all communication is addressed within set timeframes.

• Manages the administration of the Board, Sub-committees, and Exco to ensure adherence to statutory and regulatory requirements.
• Responsible for compiling and distributing electronic meeting packs for the Board, Board committees, and subsidiary/investee boards.
• Monitors the completion and storage of attendance registers.
• Ensures that meeting minutes are recorded, prepared, and circulated to the company group in line with regulatory requirements (including subsidiary and investee boards).
• Oversees the preparation and circulation of matters arising schedules for the Board and sub-committees.
• Ensures proper storage and recording of meetings, charters, resolutions, and electronic packs.

• Ensures effective stakeholder management mechanisms are in place.
• Develops, implements, and reviews the stakeholder matrix for the secretarial department to ensure effective management of all stakeholders.
• Key stakeholders include, but are not limited to: Sponsor, Transfer secretary, JSE, CIPC, TRP.

• Takes ownership of the Company Corporate Calendar, with support from GFA, while considering various statutory timelines and deadlines.
• Responsible for organizing the AGM in accordance with relevant regulations and requirements, with support from the Head of Investor Relations and Marketing.
• Supports the Head of Investor Relations in coordinating Interim and Final Year results SENS announcements.

• Manages the budget for the area of responsibility.
• Prepares and obtains approval for the budget once per year.
• Monitors actual vs. budgeted spend on a monthly basis.

• Identifies and manages business risk.
• Ensures compliance with relevant Acts.
• Controls, manages, and governs processes and systems within the area of accountability to ensure compliance and minimize business risk.
• Implements all audit recommendations in the area of accountability and resolves audit findings promptly.
• Designs, approves, implements, and maintains policies within the area of responsibility.

• Ensures compliance with the provisions of the Protection of Personal Information Act 4 of 2013 (POPIA) on behalf of the company.
• Encourages compliance by the company with the conditions for the lawful processing of personal information, including developing a policy on how employees should implement the 8 conditions for lawful processing.
• Handles requests made to the company under POPIA and PAIA, assisting requesters or data subjects with complying with the prescribed processes for submitting requests and ensuring the correction or deletion of personal information.
• Works with the Information Regulator on investigations related to the company, including obtaining prior authorization for processing credit information for credit reporting.
• Ensures The company complies with the provisions of POPIA.
• Performs duties prescribed by regulation, as outlined in regulation 4 of the POPIA Regulations, including responsibilities of the Information Officer, who must ensure that:
• Develops, implements, monitors, and maintains a compliance framework.
• Conducts a personal information impact assessment to ensure adequate measures and
• standards for lawful processing of personal information.
• Develops and monitors the PAIA Manual.
• Develops internal measures and systems to process requests for information or access.
• Conducts internal awareness sessions on the provisions of POPIA, the POPIA Regulations, codes of conduct, and information from the Regulator.
• Provides copies of the PAIA Manual to requesters upon request.
• The Information Regulator may annually request an Information Officer, in terms of section 83(4) of PAIA, to provide information about requests for access to the company’s records.

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