R HIGHLY NEGOTIABLE PLUS ANNUAL PERFORMANCE BONUS
Our client is one of the largest t power producers in South Africa. They develop, finance, build, own and operate large-scale renewable energy projects, with an asset portfolio of over 2GW and more than 11GW greenfield site pipeline.
They now seek a company secretary to join their team. You will report to the chief financial officer (CFO) and head of asset management. This is a new role – the prior person is in the business but in a new team. You will manage two junior people – and help them develop. This is an exciting and fun role and team!
JOB DESCRIPTION WILL INCLUDE BUT NOT BE LIMITED TO:
- You will be responsible for the provision of effective company secretarial services to the shareholders, board, sub-committees and other governance structures of the organisation and to ensure compliance with governance and statutory requirements;
- Governance and statutory compliance:
- You will be required to ensure compliance with the Companies Act, Memoranda of Incorporation (MOI), Shareholders Agreements read together with key Finance Agreements such as Equity Contribution Agreements; Common Terms Agreements; Implementation Agreements and Power Purchase Agreements (as applicable);
- You will be required to maintain and update all statutory registers, governance records, and company documentation (as required);
- You will be required to file and monitor statutory returns and resolutions timeously with relevant authorities (most notably filing CIPC);
- You will be required to monitor changes in governance legislation and advise those within the corporate governance team, board, shareholders and executive management;
- You will be required to oversee the implementation of the changes referred to in item 1.4 above across the corporate governance team so that a standard is being followed;
- Board and committees administration:
- You will be required to assist in the administration of operating entities across the company operations business;
- You will be required to support the boards and committees by providing accurate and timely governance administration;
- You will be required to develop and manage board and committee annual workplans;
- You will be required to prepare board and subcommittee packs ahead of meetings, convening notices and proxies;
- You will be required to participate in board meetings, reviewing and approving final drafts of minutes and accompany matters arising;
- You will be required to prepare and distribute meeting agendas, board packs, committee packs and supporting documentation;
- You will be required to attend all board and committee meetings and ensure that accurate and professional minutes are prepared and finalised timeously post the meetings. Where applicable, also attend sub-committee and working group meetings which may be set-up by boards from time to time;
- You will be required to track and monitor resolutions, action items and follow-up requirements;
- You will be required to distribute key communication to boards, shareholders and lenders such as the quarterly reports, monthly ‘flash’ reports and asset reports;
- You will be required to prepare and review shareholders’ meetings, circulate resolutions and minutes;
- You will be responsible for dealing with queries on a day-to-day basis from internal teams, shareholders, banks, lenders, external auditors, regulators and any other key stakeholders (as required);
- Governance management:
- You will be required to maintain company operations’ governance framework, including:
- Board and Subcommittee Terms of Reference;
- Delegations of Authority (DOA);
- Review and update governance documents to ensure relevance and compliance with evolving legislation and best practice across the business;
- Ensure consistent application and integration of governance policies/ processes across the business;
- Oversee those reporting to this role to ensure that the same standards are applied across the business;
- Overseeing submission of all required annual returns across the business;
- Overseeing and maintaining required corporate governance reporting standards across the business;
- Ensuring that board and committee meeting calendars for all businesses within company operations are finalised and circulated prior to the start of each financial year;
- You will be required to maintain company operations’ governance framework, including:
- Annual general meetings:
- You will be required to coordinate and manage all statutory meetings including annual general meetings.
- You will be required to ensure proper communication with members, regulators, and external stakeholders;
- You will be required to prepare notices, proxies and resolutions, voting processes and reports in accordance with statutory and governance requirements;
- Organisation wide governance responsibilities:
- You will be responsible, in addition to the core duties of the company secretary, for governance oversight (including facilitation or support where applicable) across the company operations’ portfolio of business (including operating companies, projects in construction, pipeline projects, JV companies and more)
- Providing company secretariat oversight to the Boards and Committees of any of the above;
- Ensuring statutory and regulatory compliance for each legal entity within the above;
- Maintaining oversight on governance records, statutory registers and board documentation for subsidiaries;
- Tracking subsidiary boards resolutions, decisions, and action items in relation to each subsidiary and reporting on progress;
- Ensuring alignment of governance policies, charters, terms of reference, and delegations of authority across the entities while considering entity-specific governance needs;
- Coordinating governance, compliance, financial reporting and risk reporting across the entities;
- Facilitating director appointments, resignations, and shareholder resolutions relating to all of the entities in total;
- Acting as the governance liaison between board, shareholders, lenders; external auditors; beneficiaries, external regulators, and advisors;
- Management of non-executive director fees;
- Registering new companies; including managing the issuing and or transfer of shares;
- Being responsible for administration of each new company or project within the entities, that is in construction, and take as the lead in:
- Preparing and continuously updating the onboarding or take-on forms for each new entity;
- Reviewing equity contribution notices to ensure the correct number of shares are being issued at the correct consideration and during the correct period;
- Preparing required resolutions to issue the relevant shares in accordance with the finance agreements read together with MOI, shareholders and other relevant agreements;
- Arranging for signature of the share certificates and the safe keeping thereof;
- You will be responsible for understanding the group and its entities including but not limited to:
- Their shareholders / respective shareholding of each entity;
- Key stakeholders (board, shareholders and lenders);
- MOI’s of each entity;
- Similarities / differences and the reasoning behind these in order to advise accordingly;
- Special shareholder matters / reserved matters;
- Shareholders agreement of each entity;
- Similarities / differences and the reasoning behind these in order to advise accordingly;
- Key provisions;
- The key differences across the various group’s companies.
- You will be responsible for establishing and maintaining a relationship with a banking institution:
- Opening one or more bank accounts for a company (if required);
- Updating the authorised signatories with the banking institution;
- Preparing and submitting the required know you client documentation;
- You will be responsible, in addition to the core duties of the company secretary, for governance oversight (including facilitation or support where applicable) across the company operations’ portfolio of business (including operating companies, projects in construction, pipeline projects, JV companies and more)
- Management
- You will be required to be a member of this group’s management team;
- You will be required to manage the corporate governance team.
CORE COMPETENCIES REQUIRED, BUT NOT LIMITED TO:
- You have superior managerial skills;
- You have self-awareness and insight;
- You have sound business acumen;
- You have strong planning and organising skills;
- You are proactive, analytical and have a keen eye for detail;
- You are driven for results;
- You are approachable and have a positive disposition;
- You have sound problem solving and decision making skills;
- You have integrity and are trustworthy;
- You have honed strategic agility;
- You have excellent communication (written & verbal) skills in English;
- You have excellent analytical skills;
- You have critical thinking skills;.
- You have strong interpersonal and people skills;
- You have teamwork and collaboration skills;
- You have project management skills;
CORE QUALIFICATIONS AND EXPERIENCE:
- You have a LLB / B.Com (Law) / a recognised company secretarial qualification / corporate governance qualification;
- You have a minimum of 5 years’ current, relevant experience at a senior level in a listed / holding / large private company or public entity within legal or secretarial or related field;
- You have experience in attending board and subcommittee meetings;
- You have the ability to communicate with all levels within the business in a clear and articulate manner;
- You have a minimum of 3 years minute drafting skills and keen eye for detail;
- You have strong Microsoft Office suite skills and Adobe Acrobat Pro;
- You have detailed understanding of Companies Act;
- You have an understanding of relevant company secretarial computer programs (e.g. Profsec, or Greatsoft) – this would be a distinct advantage.
Great role to showcase your expert skills while working in a very interesting area of the market – where there is constant change and growth opportunities!