Deputy Company Secretary at Aspen Pharma Group

KEY PERFORMANCE AREAS:

Board, Committee and Shareholder Meetings:

• Prepare and collate reports and submissions for various Board and Committee meetings and be responsible for the compilation and distribution of packs for these meetings
• Actively manages the Drafting of agendas, in consultation with Company Secretary and Chairmen, and liaise with Directors/ Committee members as appropriate
• Provide input into Board/ Committee meeting agendas and meeting packs to ensure compliance with statutory and corporate governance prerequisites
• Responsible for making the directors of South African subsidiaries aware of all relevant laws and regulations and to report any failure to comply and take responsibility for certain areas of the law which relate to his/her expertise and rely on the legal department and/or external lawyers for other specialised expertise and support
• Responsible for providing directors of South African subsidiaries with guidance in their duties, responsibilities and powers and make directors aware of all laws and regulations relevant to the company. This should include advice on business ethics and good governance
• Remain abreast of developments in corporate governance and is pivotal to ensuring that the directors adhere to the highest governance standards as detailed in the King IV report
• Monitor international developments on corporate governance and bring these to the board’s attention where they would add value
• Attend Committee and subsidiary company Board meetings and take accurate and professional minutes
• Facilitate and take responsibility of the year planner and ensure the effective scheduling of meetings in Outlook
• Leads and reviews Board travel arrangements as may be required
• Prepare and/or oversee the drafting of company secretarial, governance and administration related reports to Board and Committee meetings
• Leads and has full responsibility to ensure Aspen Pharmacare Holdings Ltd Annual General Meetings/ other Shareholder meetings are properly planned and executed, and attend to related administration and statutory requirements around these meetings
• Facilitates the induction process of new directors of South African subsidiaries, encompassing both directors’ duties and responsibilities in general and specific matters pertaining to the company itself and our industry.
• Ensure that the directors and management of South African subsidiary companies operate within an authority framework approved by the board and reviewed and updated from time to time
• Prepares the agenda for shareholders’ meetings of South African subsidiaries, in conjunction with the chairperson and chief executive. Take the minutes of such meetings and ensure that any special resolutions passed at these meetings are properly registered with the Registrar of Companies
• Facilitate the processes and procedures associated with the holding of shareowner meetings, including arrangements for the presence of scrutineers, if required, and validating proxies and letters of representation received for these meeting
• Responsible for all forms of communication with shareowners on shareholder enquiries. This may include responsibility for the company’s corporate reputation and investor relations activities

Company secretarial responsibilities :

• Statutorily appointed company secretary of all the trading South African subsidiaries of the Aspen Group and assist the Group Company Secretary in fulfilling her/his responsibilities in terms of the Companies Act and the JSE listed requirements.
• Ensure that all companies comply with the Companies Act (South Africa), governance principles, and various applicable legislation.
• Obtain relevant assurance with regard to the statutory, legislative and governance compliance of offshore companies/ subsidiaries
• Leads processes relating to written resolutions, including drafting of resolutions, liaising with legal and other advisors as required, preparing resolution emails with required supporting documentation, and ensuring circulation thereof after sign-off by Company Secretary in respect of Aspen Pharmacare Holdings Limited.
• Process to include ensuring replies are received and the necessary extracts prepared, and that originals are signed and a recordal is kept (minute books, electronic documentation, etc.).
• Prepare SENS announcements and notices when required. Review SENS announcements and notices to ensure accuracy and compliance. Liaise with Sponsor as needed, including provision of tokens
• Provide advice and guidance on the Companies Act, King IV and related legislation to the Board and management
• Manage and take responsibility for complex administrative processes around director affairs for Aspen Pharmacare Holdings and all South African subsidiaries such as fee payments and interest declarations.
• Ensure accurate annual declarations are prepared for all directors and retained for audit purposes.
• Ensure JSE requirements in terms of submission of director information are met.
• Prepare analyses and benchmarking of non-executive director fees on an annual basis, ensuring that fees are approved by the relevant Committee and included for approval by shareholders at each AGM.
• Manage and take responsibility for all internal and external audit requirements and requests relating to statutory compliance
• Statutory and secretarial records – Check and maintain all company secretarial records of South African companies (manual and electronic), including Aspen Pharmacare Holdings Ltd, and ensure timeous lodgement of changes and statutory filings with CIPC, the TRP, etc.
• Ensure efficient provision of documentation/ information to all departments and/or external stakeholders with regard to related queries and requirements.
• Responsible for filing of Annual Returns (including XBRL conversion process for AFS) and Compliance Checklists for all South African companies.
• Responsible for the administration and statutory requirements of the various Aspen Trusts (e.g. Trustee amendments), including managing and providing oversight of the Workers Trust and queries/ transactions relating to that Trust.
• Responsible for the effective company secretarial-related administration of Aspen Pharmacare Holdings Ltd and all South African subsidiaries, as well as oversight of the provision of company secretarial-related assurance for the Group’s offshore subsidiaries
• Oversight of and responsibility for the Group’s statutory (subsidiary) database for South African and offshore companies
• Assist the Company Secretary in ensuring that corporate governance best practices are adopted by Aspen Pharmacare Holdings Ltd and across the Group.
• Prepare and manage annual internal board evaluation processes (including reporting) and ensure effective rollout and support as required for external board evaluation processes from time to time.
• Draft and/or update Charters, Terms of Reference, work plans and policy documents on governance and corporate legal matters for review
• Engage with statutory and professional stakeholders as required, e.g. JSE, JSE Sponsor, CIPC, IoD, TRP, share transfer secretaries
• Attend to shareholder queries as needed, including requests for information (statutory, documentation), and ensure the share transfer secretaries of Aspen Pharmacare Holdings Ltd attend to various share-related matters where this is required.
• Attend to administration relating to payment of dividends. Ensure unclaimed dividends are processed and reconciling information provided to relevant internal stakeholders (e.g. Finance)

Share scheme administration:

• Responsible for the management and effective administration of the Group’s respective medium- and long-term incentive schemes (both equity and cash settled)
• Issuing award letters for South African and offshore participants
• Liaison with HR and/or Rewards/Benefits and/or Group Tax departments and Investec
• Updating registers with new awards/ vesting data/ terminations/ etc., providing information to Investec/ updating the Investec Share Platform, dealing with the necessary for all Equity Forward Transactions and related processes, vesting calculations and processes (South African and offshore participants)
• ensuring award and vesting processes run smoothly, corresponding with participants and dealing with queries, attending to accelerated vesting of awards as and when necessary, ensuring that data is provided to Finance for reconciliation purposes
• Supporting Finance in ensuring that incentive scheme year-end reporting is accurately reflected in the integrated report and annual financial statements

Management / Supervision :

• Responsible for supervising the Company Secretarial Coordinator, in respect of the governance and company secretarial responsibilities performed by this Coordinator.
• Assisting the Company Secretarial Coordinator in the oversight and coordination of the Executive Support Assistants

Financial management :

• Responsible for the effective financial management of the Group’s Governance Department, including budgeting, management accounts, overseeing remittance to service providers and suppliers, and ensuring financial disciplines/ cost effectiveness

Integrated Report and Stakeholder Engagement Process :

• Active involvement in the compilation of relevant integrated report input (governance, shareholder, and related).
• Active participation in the review of the Group’s integrated report and assistance in managing the processes ancillary to the production and distribution of this report (statutory and governance, other responsibilities and actions as may be required)
• Management and oversight of stakeholder engagement and related reporting.
• Ensure external stakeholder queries and requests are attended to as may be required from time to time

Educational Qualifications and Experience:

• Bachelor of Laws degree and;
• CGISA Chartered Secretary, or other equivalent Corporate Administration Related Qualification
• Chartered Secretary and Admitted Attorney
• Meet Fit & Proper requirements to be registered as a company secretary
• 10 years company secretary experience in a multinational JSE listed entity
• Chartered Secretary and Admitted Attorney

Work Specific Skills & Exposure:

• At least 5 years management experience, preferably at Mid-Management level with proven experience in engaging Group-level executive and non-executive directors of a JSE listed multinational company

Technical competencies & skills :

• Requisite knowledge and experience to assist the company secretary of a listed company in the exercise of his / her duties, with a minimum of 10 years of Company Secretarial experience in a listed environment
• Proven ability to draft correspondence and communicate effectively at an independent and advanced level
• Compliance and corporate regulatory experience in a pharmaceutical environment / healthcare environment is advantageous
• Ability to provide independent advice (orally and in writing) to Board members and senior level management on governance, corporate legal and regulatory matters
• Ability and willingness to learn new governance and corporate legal frameworks and apply these within the organisation
• An excellent command of the English language, both written and verbal. Good oral, written and interpersonal skills as well as excellent presentation skills
• Knowledge and experience in a multi-jurisdiction environment as Company Secretary or deputy Company Secretary
• Excellent financial and accounting skills – ability to draw up budgets and monitor expenses, prepare reconciliations
• Financial management experience and ability manage complex share award / vesting calculations
• Able to withstand pressure and innovate in a high-pressure environment
• Engage with stakeholders at an executive/ Holdings Board level with professionalism and good inter-personal skills
• Strong organizational and time management skills, with the ability to prioritize tasks and meet deadlines
• Ability to function under pressure
• Project management skills
• Exceptional organisation and attention to detail

Knowledge :

• Knowledge of statutory, legal, regulatory & reporting requirements for JSE-listed companies, public companies, private companies, and trusts
• Excellent knowledge of Board governance and management
• Capable management and administration of Group share incentive schemes / related share transactions

Aspen Competencies :

• Performance driven
• Accountability and ownership
• Understands confidentiality requirements and ensures absolute confidentiality
• Customer commitment