Deputy Company Secretary needed at Discovery Limited

 Job Purpose

• This role will be reporting into the Group Company Secretary and will, together with the Group Company Secretary, work closely with the Board of Directors and Senior Management, to ensure a thorough understanding of all compliance and legal matters and the risks thereof.  The role will work closely with all relevant assurance functions to ensure that all statutory obligations are met and a high standard of Corporate Governance is maintained within the business.
• Further, the role will be responsible for ensuring compliance with requirements of the Companies Act, JSE Listings Requirement,  Code on Corporate Governance, Delegation of Authorities, internal processes, board resolutions and etc.

 Principal Accountabilities

• Governance
• Incorporating best practice corporate governance processes into board business and maintaining strong corporate governance frameworks in accordance with statutory requirements.
• Advising the Board, Committees and Group and Subsidiary CEOs on legal matters and issues of corporate governance.
• To ensure compliance of the provisions of Companies Law and other regulatory frameworks.
• Assisting with the preparation of Integrated Reports.
• Reviewing and implementing of the Delegation of Authority for the Group.
• Assisting in the preparation of prescribed submissions to the regulator e.g., notification of termination/ appointment of key individuals.
• To assist with matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers and correspondence between the shareholders and the company
• Preparing documents for declaring dividend, updating registered addresses and/or change of directors and sending copies of minutes/resolutions/documents to auditors as required
• To prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorised by the broad of the directors or the executive responsible.
• Handling due diligent requests.
• Working with the leadership team and senior stakeholders to deliver better good risk outcomes.
• Updating and/or generating corporate structure charts as and when required.
• Developing initial appointment letter and other documents.
• Developing of a Training Plan for Directors (including Subsidiaries).
• Updating policies with amendments approved by relevant committee / board and preparing execution copies.

Secretariat

• Reviewing and implementing of the Board Charter, Committee Mandates and Annual Work Plans.
• Developing and implementing of the Corporate Governance Corporate Calendar for the Group (including Subsidiaries).
• To assist with the arrangement and preparation of Board Meetings, notices of meetings, the agenda, record of proceedings and minute taking.
• Tracking and monitoring progress on action items list from Board, Board Committees and Management ensuring decisions made are communicated to the relevant stakeholders (for noting and/or actioning).
• Communicating with the chairpersons of various committees/Boards replying to and actioning queries.
• Arranging annual board evaluations and reviews and feedback thereof, and ensuring action is rolled out.
• Monitoring all preparation’s incidental to the Annual General Meetings for DSY and its subsidiaries’ Boards of Directors.
• Preparing of Written Resolutions for the various governance structures.
• Preparing of certified extracts from various governance structures and distribution thereof to relevant person(s).

Compliance

• To ensure that all statutory forms are filed and submitted in line with regulatory requirements.
• Filing of copy of special resolutions on prescribed form within the specified time period.
• To assist with the implementation of policies formulated by the directors.

Education; Knowledge and Experience

• Bachelor of law / Bachelor of Commerce, CIS or equivalent tertiary qualification
• Member of the institute of chartered secretaries
• Previous experience in a Company Secretarial role (including company law, corporate governance, statutory compliance and risk management).
• Experience in the Insurance environment will be advantageous.
• Business acumen and ability to think beyond the core responsibilities of a Deputy Company Secretary.
• 5 -8 years’ experience at Management level.

Role Specific Competencies

• Strong Knowledge of legislation (Companies Act, Insurance Act, JSE Listings Requirements and King IV).
• Excellent communication skills
• Attention to detail
• Manage meetings
• Record feedback from meetingsProject Management
• Administration

Financial Management

• Attitudes/ Leadership Competencies
• Thought Leadership: Developing strategies/ Providing insights; Generating ideas; Examining information; and Adopting practical Approaches.
• Market Leadership: Developing expertise; Challenging ideas; Interacting with people; Understanding people; and Managing tasks.
• Business Leadership: Pursuing goals; Executionary; Upholding standards and practices; and Managing tasks.
• People Leadership: Making decisions; Empowering individuals; Challenging ideas; Directing people; and Interacting with various stakeholders.