Companies Secretary at Sun International

Job description

Job Purpose

The Companies Secretary acts as the chief administrative officer of the Company for various subsidiary boards within the group and is accountable and responsible for being the point of contact for strategic communication between the board of directors and company shareholders; providing board Directors members collectively and individually with guidance as to their duties, responsibilities and powers, making the directors aware of any law relevant to or affecting the company, as well as drafting and maintaining the necessary statutory and constitutional documentation to enable strategic business decisions, ensuring high standards of corporate governance, and adherence to legal and regulatory requirements in terms of Company Law and JSE listing requirements, in a manner which fully protects the Group’s and subsidiaries’ interests and manages associated risk

Education
3-Year CSSA (Chartered Secretaries Southern Africa) qualification and/or a LLB / BCom Law degree
LLM Degree in Corporate Law or an advanced qualification in corporate law is preferred  

Experience:

Minimum 8 years’ experience as an Assistant Companies Secretary within a corporate environment

Skills and Knowledge

• Advanced written and verbal communication skills
• Proficient skills in MS Office and CIPC system requirements
• Working knowledge and application of the Company Act
• Working knowledge of company structures and constitutions
• Drafting of correspondence
• Corporate governance
• Working knowledge of Legislation and Regulations around the gaming and hospitality

Key Performance Areas:

• Company Secretarial Administration
• Research and keep up to date with relevant regulations related to the Hospitality and Gaming industry as well as amendments to Company Law and corporate governance best practices
• Analyses and researches the implication of laws, legislation, etc., that may affect Sun International and its subsidiary companies
• Update templates, policies, board charters, terms of reference, memoranda of incorporation and shareholder agreements to reflect current legal trends, amendments and legislation
• Develops and registers company constitutional documents and company related contracts (i.e. shareholder agreements), correspondence and undertakings
• Administers and updates details of board members, ensuring these are accurately reflected with the JSE
• Compile, update and record a register of guarantees, preference shares and register of title deeds
• Collaborate with Group Finance to ensure governance processes are in place in respect of the administration of the treasury and banking accounts (i.e. Standardised relations in relation to Mandated Officials)
• Oversee the recording and maintenance of policies, making sure these are kept up to date and referred to the appropriate committee for approval
• Be familiar and monitor company and subsidiaries’ decisions and activities to ensure they act within the scope of their mandates constitutions, standing orders and other regulatory requirements; and provide advice where necessary
• Oversee the organisation of agendas, logistics and documentation for annual and extraordinary general meetings
• Prepare reports and Company and Shareholder information towards the Integrated Annual Reports and statutory reports
• Maintain and be responsible for statutory records and the Sun international Risk Register
• Facilitate annual Company audits against JSE listing requirements (in collaboration with sponsor teams)
• Vett all Group IP related agreements and other ad hoc tasks, as requested
• Collaborate with Group Finance in review of stakeholder communications pertaining to for interim results
• Research and prepare memoranda on a variety of company law / JSELR aspects, as requested by Group Company Secretary
• Draft SENS announcements, circulars and other communications to stakeholders on behalf of the Group Company Secretary

Board Meeting Administration

• Acts as a point of communication between the board of directors and company shareholders
• Manage the logistics and documentation for the appointment and election of Board and Committee Members
• Oversees the organisation and preparations for agendas and papers for board meetings, committees and annual general meetings (AGMs)
• Compile, update and monitor terms of reference for board meetings
• Follows up and tracks actions from meetings; and maintain a rolling agenda
• Maintains statutory books, including registers of members, directors and secretaries
• Liaise with sponsor team in developing communications and circulars to shareholders
• Deals with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders
• Distributes documentation for board meetings timeously to relevant board members
• Contributes to meeting discussions as and when required, and advises members of the legal, governance, accounting and tax implications of proposed board decisions, where necessary (following independent consultation with Group Tax and Group finance in respect of the latter) Takes minutes and drafts board resolutions
• Oversees timeous lodgement of South African and Off-shore annual returns
• Monitor changes in relevant legislation and the regulatory environment and taking appropriate action
• Conduct board and committee evaluations for subsidiary companies and the Sun International Limited board, including providing induction for new members around governance standards
• Maintain records and filing system for Board information including papers, minutes and reports

Portfolio Administration

• Prepare and update the register of shareholders and monitor and update changes in share ownership of the company
• Develop and oversee the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements
• Pay dividends and manage share option schemes, including overseeing the administration of share transfers and amendments to share certificates in line with board resolutions, ensuring these receive the necessary approvals
• Vet documentation relating to preference shares, including subscription agreements and addenda thereto
• Participates in aligning and completing the due diligence and business registrations as part of share issues, mergers and takeovers
• Maintain the register of shareholders and monitor changes in share ownership of the company with the JSE
• Collaborate with Group Finance in relation to preference share redemptions and preference share dividend payments
• Facilitate the fee payments to Directors
• Collaborate with Finance with regards to the set-up and reorganization of company structures, vetting the legal agreements in relation thereto and attending to the share transfers and/or company take on process
• Collaborate with Group Finance in vetting banking related and subscription agreements
• Prepare financial assistance resolutions together with notices to shareholders and trade unions (as required by the Companies Ac)
• Collaborate with the Group Tax team with regards to annual tax renewals, including the updating of share transfer tax
• Communicate amendments to board membership to relevant gaming authority
• Collaborate with Group finance to vet draft annual financial statements (AFS) for subsidiary companies in relation to governance and statutory information; to oversee register of AFS, central repository and communication of AFS to key stakeholders
• Review the Sun International investor relations website in relation to all statutory and governance information to ensure accuracy
• Review all third party requests for statutory information and determine legal disclosure requirements
• Review Protection of Personal Information (PAIA) manuals on a quarterly basis in order to ensure accuracy and to attend to all requests for information submitted in terms of PAIA for sign off by Chief Information Officer
• Review group company list / organogram to ensure accuracy

Equity:

Preference will be given to employees from the designated groups in line with the provisions of the Employment Equity Act, No. 55 of 1998, SISA internal recruitment policy as well as units employment equity plans.