Company Secretary

The main purpose: The purpose of this role is to provide professional company secretarial support to the Board and its Committees, ensuring effective governance, statutory and regulatory compliance, and adherence to corporate governance standards, while advising and guiding Board members on their duties, responsibilities, and powers.

Reporting to the: Chairperson of the Board, with a dotted-line reporting relationship to the Chief Financial Officer (CFO).

Key responsibilities will include but are not limited to:

1. Corporate Governance

• Advise the Board and its Committees on corporate governance, ethics, and legal responsibilities, ensuring compliance with applicable legislation (including the Companies Act, MFMA (Municipal Finance Management Act), Treasury Regulations, and King V, and providing ongoing interpretation and quarterly regulatory updates.

2. Company statutory records

• Maintain and manage the Company’s statutory records, including the Memorandum of Incorporation, share registers, share certificates, shareholders’ agreements, and registered office details, ensuring accuracy and currency.

• Coordinate and submit all statutory and regulatory filings to the CIPC, including annual returns, beneficial ownership disclosures, and other company secretarial documentation.

• Support corporate governance and compliance by managing Director appointments and resignations, share capital changes, issuing share certificates, maintaining the compliance checklist, and preparing and submitting Annual Financial Statements (AFS) in XBRL format, including lodgement of special resolutions and other statutory filings.

3. Arrange Board and Committee meeting calendar

• Develop and manage the annual meeting calendar in line with statutory, regulatory, and organisational requirements, including drafting and issuing meeting notices in consultation with Chairpersons.

• Coordinate all logistical arrangements (venues/virtual platforms and stakeholder communication) and ensure adherence to the approved schedule through proactive monitoring and efficient management of any changes.

4. Financial disclosures

• Manage the declaration of interest register and obtain annual financial disclosures from directors, ensuring compliance with corporate governance principles.
  

5. Board & Committee Meeting Administration and Support

• Attend and support Board, Committee, and management meetings, including scheduled Board meetings, special Board meetings, and key Committee meetings (Audit, Finance & IT Governance, Human Capital, Social & Ethics, Nominations, and Risk Committees), as well as MANCO and EXCO meetings as required, ensuring effective participation and governance support across all structures.

6. Board and Committee Meeting Administration

• Prepare and coordinate Board and Committee meetings, including agendas (in consultation with Chairpersons), meeting packs, calendars, logistics, communication, and tracking of deadlines and follow-up actions.

• Provide accurate minute-taking, drafting of resolutions, and maintenance of all governance records, including charters, workplans, attendance, remuneration schedules, and policies.

• Support compliance and reporting requirements by compiling committee and external reports (including to the City of Cape Town), managing B-BBEE verification processes, maintaining shareholder and director records, and liaising with internal and external stakeholders to ensure timely submission of information.

7. Annual financial statements and annual reports

• Prepare corporate governance and committee reports for inclusion in the integrated annual report, certify compliance with Companies Act filing requirements, ensure distribution of annual financial statements to entitled persons, and lodge required documents with the CIPC.

8. Annual General Meeting

• Draft AGM and shareholder meeting documentation in consultation with the Chairperson, including notices, proxy forms, ordinary and special resolutions, and the Chairperson’s script.

• Support and administer AGM, Special AGM, and pre-AGM meetings, including preparation of meeting packs, drafting minutes, lodging special resolutions, and ensuring smooth execution and compliance with governance standards.

9. Evaluation and Training

• Design and deliver Board induction and orientation programmes, ensuring members receive ongoing education on their fiduciary, governance, and statutory responsibilities in line with identified training and development needs.

• Facilitate Board and Committee performance evaluations in accordance with their Charters, and coordinate identified training interventions, including appointment of competent training providers in line with supply chain management processes.

10. Diligent Board software

• Manage Board and Committee administrative systems, including onboarding and offboarding members, maintaining the Reading Room, and uploading meeting packs and related documentation onto the designated platform for member access.

11. Compliance

• Maintain the corporate governance and compliance framework by tracking legislation, updating policies for Board approval, and ensuring alignment with applicable laws, regulations, and internal procedures.

• Provide compliance oversight by advising on compliance matters, monitoring and reporting regulatory changes to EXCO and ERMCO, maintaining the policy register, and engaging regulators where required.

• Assess incidents against applicable legislation with the CFO, coordinate regulatory notifications, ensure required disclosures, and maintain the Compliance Universe.

12. Legal Matters

• Provide legal and governance support to ensure compliance with the MFMA and other applicable legislation, including interpreting laws, advising on risk, and guiding the Board on regulatory changes affecting CTICC operations.

• Review and draft contracts, support debt collection processes, and provide legal input on MOI amendments and business transactions, including oversight of external counsel where required.

• Serve as custodian of corporate governance and ethics, ensuring compliance with governance codes, managing conflicts of interest, promoting integrity, and acting as Deputy Information Officer under PAIA and POPIA.