Job Title : Company Secretary
Location :
Company : null
Salary :
Open Date : 2024-03-09
Close Date : 2024-07-09

Job Description:

BankservAfrica form part of the South African National Payments System and are a trusted partner of the financial industry, including banking institutions, and therefore require that employees adhere to unwavering standards of honesty and transparency in performing their duties.

PURPOSE

As a Payment Clearing House System Operator (PSO) that is designated as a systemically important
payment system Financial Market Infrastructure by the South African Reserve Bank National Payment System Department (SARB NPSD), Corporate Governance and compliance to Governance best practice is a strategic imperative to the Company. Strict compliance to King IV is tracked by the South African Reserve Bank on a bi-annual basis.The Company Secretary is responsible for the company secretarial function for BankservAfrica and is the custodian of corporate governance in line with the above. As part of this function, the Company Secretary is responsible for providing the BankservAfrica Board members and the Group Executive Committee with guidance on their duties, responsibilities and powers and to make them aware of laws and regulations, including the Companies Act, King IV, and other legislation relevant to the exercise of their duties. All advice and assistance should be in accordance with the Company values and the BankservAfrica Code of Ethical conduct. With respect to BankservAfrica, the Company Secretary is responsible for the matters envisaged in section 88 of the Companies Act.

You will engage with the following stakeholders:

• CEO
• Board of Directors
• Exco
• Relevant regulatory bodies
• Internal and External Customers
• Suppliers

Your key responsibilities will include

• Develop the functional BU strategy aligned to group strategy,
• Ensure strategy and goals are cascaded to the team
• Identify and lead innovation by identifying efficiencies, challenging the status quo of business processes and drive continuous improvement initiatives
• Developing strategic / business plans for the Governance function in alignment with BankservAfrica’ s strategic objectives
• Ensure and manage the implementation of an effective Governance framework within the organisation
• Align to best practice and King IV™ recommendations
• Develop, initiate, maintain, and revise policies, processes, and procedures for the general operation of the Governance Program and its related activities to prevent illegal, unethical, or improper conduct
• Monitor and report results of the governance efforts, progress, and vulnerability to ensure the implementation of corrective action plans in line with the King Code and Companies Act
• Oversee the management of the Ethics Hotline.
• Design, implement and manage the organisations ethics program to ensure an ethical culture and prevent and correct non-compliance with the organisation’s code of conduct
• Keep up to date on best practices and relevant legislative changes and communicate these back to the organisation through training and awareness initiatives for the purpose of establishing a governance culture throughout the organisation
• Ensure the effective implementation of the GRC roadmap
• Ensuring compliance with the Companies Act 71 of 2008, the Memorandum of Incorporation and other regulatory requirements in collaboration with the Compliance department.
• This extends to monitoring compliance with the requirements of the Banks Act 94 of 1990.
• Maintain, monitor, and enhance relevant aspects of the Company’s website
• Manage the production of all reports and publishing on the Company’s website, working closely with finance.
• Ensure effective information flows within the board and with and between board committees, and between non-executive directors and management
• Manage Board, Committee, Forum, and administration
• Facilitate and oversee the development of the Directors induction pack
• Assist in the orientation and induction of new Directors and Members and assess their specific training needs
• Ensure the proper logistical support and orderly conduct of Board meetings
• Ensure that minutes of all statutory meetings including shareholder's meetings, Director's meetings and the meetings of any sub-committees are properly recorded and approved
• Monitor and manage relevant statutory registers, resolutions/required actions and other records associated with the Board, Committees and Forum meetings
• Ensure that all operations and activities of the Board, Committees and Management are compliant and conducted in accordance with relevant legislation and regulations, the organisation’s code of conduct, sound business practices, policies and practices approved by the Board
• Review and updating of the Company’s delegated authority framework from time to time.
• Ensuring that the Board’s Declaration of Interest files are adequately updated as and when required, but at a minimum on a quarterly basis.
• Ensuring that the Board’s Annual Work Plan and Corporate calendar is prepared at least one year in advance and communicated to all relevant stakeholders.
• Ensuring that critical business information is dispatched timeously to all directors to enable them to adequately execute their fiduciary duties (including the preparation and distribution of board and committee packs).
• Facilitating the board induction process by preparing high level induction session agendas and packs.
• Ensure the effective and efficient end-to-end board process for the Company’s board and all its committees
• Providing input into the annual financial statements and Integrated Annual Reports.
• Oversee the preparation of all board and committee written resolutions and distribution thereof.
• Work with the extended cosec team to effectively manage, guide and deliver special/ad hoc projects and corporate actions to completion.
• Work with Treasury & Finance on all related matters

QUALIFICATION / KNOWLEDGE

• LLB or equivalent tertiary legal qualification (compulsory)
• A post-graduate qualification in corporate and/or commercial law would be an advantage
• Admitted attorney of the High Court of South Africa or
• Having passed all board exams of the Corporate Governance Institute of Southern Africa
• Knowledge of interacting with industry bodies such as the CIPC and IoDSA

EXPERIENCE

• 10 years’ or more experience as a Company Secretary in a private corporate environment, preferably in a senior managerial role with line management accountability
• Experience in Board applications like Diligent
• Experience in driving strong administration and professionalism in team
• Ability to advise Board members
• Strong technical knowledge on Corporate Governance
• Policy and process drafting experience
• Experience in managing teams
• Integrated Annual Reporting experience
• Required computer literacy level

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