Position Description
Main purpose of the job• To work directly with the Company Secretary to fulfil his role. In addition to this, the incumbent is expected to ensure that the Company adopts the highest standards of corporate governance; that each subsidiary company board is properly constituted, functioning properly and recording its activities.
Key responsibilities
Board and board committees
• Ensure that each board and all board committees function in terms of their mandates.• Monitor all board papers and minutes. Maintain record of important agenda items such as dividends, changes in capital, appointment and resignation of directors, opening / closing points of representation, and special resolutions. • Follow up and make sure that all necessary governance processes are complied with in respect of the appointment and resignation of directors.• Provide induction and training to non-executive directors on their duties and responsibilities when serving on the board of the Company, in line with International Best Practice. • Ensure all mandates and policies with relation to Corporate Governance are in place, updated regularly and reviewed annually. Where necessary obtain group approval.
Reporting requirements
• Ensure that annual reports are prepared and contain commentary on corporate governance, risk management; social and environmental issues and that they include reports by managing director and board chairman.• Research on corporate governance-related trends.• Maintain a register of correspondence from Regulator and other stakeholders; monitoring and follow up to ensure that all requirements are met / complied with.
Administration
• Act as Secretary to the Board and Board Committees as may be assigned to me by the Group Company Secretary. • Assist with the preparation of Section 52 and 55 Applications for submission to Registrar of Banks covering the formation of any new subsidiary companies and ensure that correct governance processes are followed and all necessary board and regulatory approvals are received and recorded. Once approved follow up and ensure compliance of all conditions of sanction.• Maintain record of, and update information regarding capital; shareholders etc.; and ensure that copies of regulatory documents are held such as Memorandum and Articles of Association; Certificates of Incorporation; Certificates of Increase in Share Capital; Particulars of Directors; and Annual Returns etc.• Attend to other specific projects as requested by the Company Secretary.
Key performance measures• Proper functioning of boards and their committees within their mandates;• Committee secretarial services for executive committees are efficient and effective, and comply with the requirements of policy and standards;• All reporting requirements are handled timeously and are of a high standard ;• Significant matters are brought to the attention of the Group Company Secretary; and• Ad-hoc projects are completed as per project deliverables.Important relationships• Executive management (particularly Chief Executives and Executive Directors);• Members of Executive Committees;• Immediate team members;• Individuals within business areas that provide input for the executive committees; and Board Meetings• Group Sustainability Reporting, Group Secretarial Services and company secretaries.• Chairmen and Non-Executive Directors of Boards of the Holding Company and subsidiariesProblem solving• The ability to source information, interpret facts and reach a conclusion with minimum supervision;• The ability to recommend and implement solutions;• The job requires the incumbent to be able to handle authority expediently, be orientated towards immediate accomplishments and to be a firm decision-maker;• The incumbent Is expected to conduct research within the legislative framework both locally and within other jurisdictions with a view to enhancing and adopting best practices;• Needs to be independent, innovative and pragmatic; and• The incumbent will be required to adapt process and standards within a dynamic environment.Planning• The ability to demonstrate that planning is outcomes based and has a structured approach; andThe job requires significant attention to detail.Decision making• Decisions and conclusions should be reached independently prior to escalation to the Group Company Secretary; and• Decisions made are based on a consultative approach with executive management, however it is expected that solutions are recommended prior to consultation.
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