Company Secretary Consultant at BDO South Africa

Role

• To fulfil the role of an outsourced Company Secretary with duties as assigned and legislated, including development of Company Secretarial / Governance strategies, policies and operational plans.

KEY PERFORMANCE AREAS

Governance

• Knowledge of corporate governance principles, legislation, Companies Act and King IV;
• Ensure the board of Directors and the Company comply with good corporate governance;
• Comprehensive understanding of the roles and responsibilities of the Board and it’s committees: Audit and Risk Committee, Remuneration Committee, Social and Ethics Committee and the Nominations Committee;
• Prepare and manage the Annual Board Calendar;
• Preparation of agendas for meetings in line with the approved work plan and in consultation with the key executives. Conduct preparation meetings with clients to prepare them for upcoming meetings in accordance with proposed Agenda.
• Manage the Board meetings preparation and deliverables (meeting packs);
• Ensure proceedings and meetings are adequately administered;
• Provide orientation, guidance and training to Directors regarding their duties covering compliance and governance aspects;
• Ensure compliance with relevant legislation like the Companies Act, King IV, JSE etc.;
• Attendance at Board and Sub-Committee meetings to provide governance advice to the Chairperson and Board members;
• Actively monitor and report on corporate governance trends and laws allowing for timely anticipation of new requirements;
• Implement King IV effectively within the client’s companies, draft and maintain the King register;
• Be able to build a repour with all client’s;
• Prepare and advise on procedural statutory and governance resolution requirements;
• Develop an Annual Governance Framework for clients and implementation thereof in the Board and Committee’s;
• Facilitate the nominations / induction process for new Board members;
• Prepare and facilitate annual Board Evaluations, interviews with Board members and drafting the recommendation report on findings;
• Manage all requirements of an AGM for Listed and Unlisted clients from drafting the Notice, Chairman Script, Scrutineering & administering the voting results from shareholders;
• Facilitate and advise on drafting and preparing the clients Integrated Annual Report;
• Maintain minute and resolution books;
• Maintain client company records;
• Flexibility to attend to unplanned meetings for clients;
• Facilitate Directors Induction and Training;
• Draft Board and Committee Charters;
• Drafting of certain company policies;
• CIPC / Compliance knowledge and experience in all company amendments.;
• Adherence to office procedures and deadlines; timely lodgment of invoices, timely upkeep of internal meeting calendars and all other required office procedures.

Minute Taking

• Taking Minutes and Matters Arising schedule of meetings to be delivered within 10 (ten) working days of the meeting for clients within our client base.
• Attend, record and transcribe minutes of Board, committees, working groups, Forum and other meetings as required.
• Format, edit and grammar with specific attention to detail and consistency.
• Maintain meeting schedules and corporate minute taking calendars.
• Schedule meetings of Board, committees, working groups, Forum and other meetings as directed ensuring that the appropriate facilities, rooms and equipment are booked as required.
• Track and compile inputs, comments and decisions received after clients reviewed.
• Assist and report to the Consultants administrative tasks assigned.
• Ensure adequate filing and signing off of final minutes.

Compliance

• Filling of various documents/returns as required under the provisions of the Companies Law.
• Facilitate accurate and timeous administration of company records and registers including the lodgment of all documents with the CIPC and the maintenance and updating of the company’s registers;
• Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
• To ensure that legal requirements of the allotment, issuance and transfer of share certificates have been complied with;
• To deal with all correspondence between the company and the shareholders;

To maintain the following statutory books:

• The register of transfer of shares;
• The register of directors and other officers;
• Any other applicable registers;
• Minute books;
• Resolution books
• Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
• Liaising with external regulators and advisers, such as CIPC, Auditors and the Master of the High Court;

Requirments

QUALIFICATIONS AND EXPERIENCE:

• BCOM or LLB or CIS or equivalent or studying towards;
• 3 - 5 years’ experience within the consulting environment;
• Strong minute taking skills.

Competencies

• Good understanding of the Companies Act 71 of 2008, MOI, King IV, JSE requirements;
• Ability to work independently and under pressure;
• Excellent planning skills;
• Excellent communication and writing skills;
• Attention to detail;
• Persistence and ability to take own initiative;
• Strong interpersonal skills;
• Professionalism;
• Must be able to build a relationship with clients and colleques;
• Must be flexible to attend to unplanned meetings;
• Familiarity with Microsoft Office Suite;
• Excellent transcription, writing and word processing skills;
• Ability to take detailed minutes;
• Ability to work in a self-supervisory, multi-task environment, within clear timelines;
• Experience taking and producing minutes in a timely fashion;
• Typing speed of approximately 65 words per minute;
• Administrative ability and experience;
• Ability to effectively prioritize and execute tasks.