Company Secretary and Legal Advisor
AREA OF RESPONSIBILITY:
The role is primarily responsible for all secretarial and statutory functions and duties within the Company
Group of companies as required by the Companies Act and other relevant statutes. The role is also responsible for the provision of in-house legal services pertaining to drafting and reviewing various contracts and legal documents and for managing legal risk.
This role has two distinct, but interrelated dimensions.
• As Company Secretary, this position plays a pivotal role in the corporate governance of the company and as the gate-keeper of good governance, is a key interface between the company and the board of directors and shareholders. The company secretary reports to Board to ensure that the company complies with all the requirements of the Companies Act and other relevant statute.
• As Legal Advisor, this position supports the business to identify and manage its legal risk, by drafting and reviewing legal corporate, customer and supplier contracts and implementing fit-for-purpose contract management practices.
• Degree and LLB or equivalent
• Admitted Attorney or Advocate
• Chartered Institute of Company Secretaries (CIS) or equivalent (advantageous)
• At least 5 years PQE-( Post-Qualified Experience)
• Deep understanding of Companies Act and codes of best practice in relation to corporate governance (including King IV).
• Extensive knowledge of business administration as it pertains to company secretary duties.
• In-depth knowledge of national legislation and regulation.
• Confidence to communicate to peoples at all levels and raise matters that may warrant the attention of the Board.
• Excellent verbal and written English communication skills
• Good planning and organisational skills
• Proven track record of providing accurate and effective legal advice.
• Strong legal drafting skills; Superior negotiation skills; Good litigation skills
• Champion of Corporate Governance
• Coordination and ability to influence
• Strict attention to detail; Deadline orientated
• Well-developed integrity, discretion and honesty
• Good judgment; Analytical; Conceptual thinking
• Work independently and as a part of a team.
• Strong business understanding
KEY PERFORMANCE AREAS
Company Secretarial Services:
1. Managing the board and board sub-committee processes including setting agendas, coordinating production and timely circulation of board and sub-committee papers and ensuring minutes of all shareholder, board and board sub-committee meetings are properly recorded in accordance with the Companies Act.
2. Maintaining all statutory records in accordance with the Companies Act, including Memorandum of Incorporation, registration documents, share registers and minute books.
3. Report to the board any failures on the part of the company to comply with the Memorandum of Incorporation.
4. To ensure that all necessary returns and notices have been filed in accordance with the Companies Act.
5. Provide the directors of the board with guidance as to their duties, responsibilities and powers and make the directors aware of any law relevant to the company.
6. Monitoring changes in law and regulation and keeping board of directors abreast of new developments.
7. Ensuring the board and board sub-committee charters are kept up to date and are in line with the
requirements of King IV.
8. To maintain the company’s gifts register and register of directors’ interests in contracts.
9. Assist the board with the yearly evaluation of the effectiveness of the board.
1. Responsibility for managing legal risk of the Company.
2. Draft, review and provide legal advice with respect to various legal contracts and agreements, including corporate, sales and procurement contracts.
3. Contract management including maintenance of contract templates, the contract register and the contracts library.
4. Monitoring contract expiry dates to ensure contracts are kept up-to-date and assisting the business in identifying and mitigating legal risk and enforcing contract terms.
5. Represent the company in any legal disputes. Monitor any ongoing litigation and liaise with external legal advisors as required.
6. Monitor and advise on relevant legislation impacting the Company and ensure the business is kept abreast of new legislative developments.