Group Company Secretary (Hay Level 20) Internal/External at NECSA

KEY PERFORMANCE AREAS

Corporate Governance

•  Ensuring compliance with the companies’ Act and King Reports on Good Corporate Governance as well as any other relevant legislation.
• Providing the directors of the companies collectively and individually with guidance as to their fiduciary duties, responsibilities and powers.
• Reporting to the companies’ boards any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company or the Act.
• Updating reviewing and enforcing the Group’s MOIs, Board Charters and Committee charters
• Certifying in the companies’ annual financial statements whether the companies have filed required returns and notices in terms of the Companies’ Act, and whether all such returns and notices appear to be true, correct and up to date.
• Ensuring that a copy of the company’s annual financial statements as well as those of subsidiaries are sent, in accordance with the Act, to every person who is entitled to it.
• Carrying out the functions of a person designated in terms of section 33(3) [Filing of annual return]
• Oversee the onboarding of new directors by ensuring that they are properly oriented concerning corporate governance, Ethics and legal compliance.
• Coordinate the conducting of Board performance assessments and submit relevant reports to DEE.
• Assisting the Boards in strategic planning and decision making by providing insights on corporate governance and compliance
• Provide independent, objective and authoritative advice to the Board and its Committees on corporate governance, statutory and regulatory compliance matters.
• Monitor legislative, regulatory and governance developments and proactively advise Directors and the Group on their implications and required actions.
• Ensure that Board and Committee proceedings, minutes, resolutions and statutory records are accurately prepared, maintained and managed in accordance with applicable legislation and governance requirements.
• Provide ongoing guidance and advice to Directors on their duties, responsibilities, fiduciary obligations and potential liabilities.
• Facilitate and promote continuous governance education and development of the Board and its Committees to ensure Directors remain informed of emerging governance, legislative and regulatory requirements.
• Support the effective implementation and continuous improvement of sound corporate governance practices across the Group

Stakeholder Management/Communication

• Oversees the administration of shareholder meetings or the holding company and subsidiaries, including annual general meetings (AGMs), extraordinary general meetings (EGMs)and ensures proper communication between the companies and their shareholders and stakeholders.
• Addresses shareholder concerns, queries, and ensures shareholders’ rights are upheld.
• Facilitating communication between role players and serving as the primary point of contact for communication liaison with shareholders.
• Acts as a liaison between EXCO and the Board.

Board Support & Administration

• Ensures preparation and timeous circulation of the Group Board Annual calendar & work plan to enable advance planning by the Group and the directors of the various boards.
• Coordinates and supports boards & board committee meetings for the holding company and subsidiaries through ensuring preparation and timeous circulation of meeting documentation,minutes agendas as well as keeping record of such.
• Ensures management provides feedback for matters arising from the Boards and Board committee meetings.
• Ensures the Maintenance of the companies’ statutory records
• Ensures timely filings with regulatory bodies.
• Manage the Group Secretariat Budget
• Monitor Board performance and identify areas of improvement and corordinate requisite training for directors
• Liaise with auditors for a successful governance audit

Ethical Leadership and Culture:

• Promote a culture of ethics and integrity within the Group.
• Conduct Risk assessments and develop ethics within the Group.
• Lead by example, demonstrating ethical behaviour in all decisions and actions.
• Conduct training programs for employees at all levels to reinforce ethical decision-making.
• Provide advisory services and promote an ethical work environment.
• Provide an internal review of other corporate policies to ensure consistency and integration with the Group’s ethics philosophies

Monitor Compliance & Risk:

• Oversee the implementation and adherence to ethics-related policies, procedures, and compliance programs.
• Monitor and assess the effectiveness of the organization’s ethics programs.
• Ensure compliance with external regulatory requirements, industry standards, and internal guidelines.
• Investigate potential ethical violations, misconduct, or conflicts of interest.
• Collaborate with legal, HR, and other departments in handling ethical issues or violations.
• Proactively identify and manage ethics-related risks within the Group.

Reporting and Advisory

• Report regularly to senior leadership (e.g., CEO, Board of Directors) on the state of ethics and compliance within the organization.
• Advise senior management on ethical issues and provide recommendations on improvements.
• Serve as an independent advisor to the Board and senior leadership on ethical matters.

Monitoring External Developments

• Stay informed about emerging ethical issues, trends, and best practices in the industry.
• Adjust internal ethics strategies as necessary to reflect these changes 

JOB REQUIREMENTS

Knowledge and skills: 

• Sound knowledge of Commercial Law as well as primary legislation applicable to a nuclear environment, e.g. PFMA & Treasury Regulations, Companies Act, King Code on Corporate Governance and associated statutes and/or regulatory framework.
• Knowledge of the Nuclear Energy and Nuclear Regulatory Acts.
• Excellent organisational and time management.
• Good Interpersonal skills.
• Project management skills.
• Strong administrative skills and an aptitude for using IT software.
• Commercial awareness
• Meticulous attention to detail.
• Influencing skills.
• The ability to take the initiatives.
• Communication skills.
• Problem solving.  

Competencies: 

• Time & Self-Management. 
• Trust & Credibility. 
• Motivation to Learn. 
• Resilience & Stress Management.
• Drive (Results Orientation).
• Excellence / Quality orientation.
• Adaptability / Flexibility.
• Customer Service Orientation.
• Relationship building.
• Teamwork.   

Requirements

Qualifications & Experience: 

• LLB
• Admitted Attorney
• Certified Ethics Officer
• LLM in Company/ Commercial Law/CIS (Chartered Institute of Secretaries) qualification will be an advantage