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Liquid Intelligent Technologies South Africa seeks a Company Secretary to advise, strategize and manage the effective functioning of the Board and governance processes for the Group, including SA operations and subsidiaries.
You will ensure compliance with the Companies Act, JSE requirements where applicable, and maintain MOI, board charters, and annual work plans. The role includes regulatory oversight, KYC/AML, and governance input on M&A and executive risk management.
In conjunction with the Company Secretary, advise, strategize and manage the effective functioning of the Board/s, governance processes and compliance for the Group, including South African operations and, through country teams, Group subsidiaries and associated companies, with the provisions of the Companies Act, relevant legislation and the JSE listing requirements (where applicable).
Advise the Board of Directors and management on the Memorandum of Incorporation and related incorporation documents
Keep abreast of best-practice corporate governance and compliance developments; develop, implement and monitor compliance with Board and committee charters and Board policies (including disclosure of interests, delegation of authority and preparation of resolutions) ensure Terms of Reference, policies, charters and annual work plans are updated every year; update directors' declarations of interest annually and cross-reference them with the CIPC or similar registry
Advise the Board on strategic, procedural and compliance issues relating to statutory obligations.
Prepare, administer, collate, analyse and report to ensure compliance with the Companies Act across the Group's companies; report to the Group Company Secretary any failure by a company or director to comply with the Memorandum of Incorporation, company rules or the Companies Act
Ensure consistency and standardisation of governance practices across subsidiaries and jurisdictions.
Oversee and drive the annual corporate governance processes; ensure compliance with local, UK and European laws, regulations and corporate governance codes across the Group; identify and address compliance risks across the Group
Provide governance input on M&A activity and structural changes; advise the leadership team on the governance aspects of executive compensation, risk management and corporate structure
Assist Company Secretary to consult with the chairpersons of the board and committees and execute the following: preparation of agendas, strategic direction of Board and Committees structuring, input to and distribution of the meeting packs, Board and committee procedures.
Drafting of these procedures and annual refreshers Facilitate access by Board members to management, additional information, and professional external independent advice.
Develop appropriate questionnaires for board, committee, and individual director performance assessments.
Administer and analyse results of annual board performance assessments.
Develop and implement an induction programme for newly appointed directors.
Develop and manage the ongoing Board training programme.
Manage the preparation and submission of documents in line with regulatory and statutory requirements
Manage the scheduling and arrangement of Board, committee and other meetings set meeting dates annually, send reminders and reschedule meetings as needed
Attend all Board, committee and shareholder meetings and any other required committees prepare for and attend Board meetings, including keeping minutes and producing agendas.
Draft resolutions and any other compliance or company secretarial documents for the companies as needed
Arrange payment of non-executive directors' fees by liaising with the Payroll department
Maintain accurate and timely company records and statutory registers, including registers of legal entities, board members and key corporate documents; lodge annual returns; reserve and change company names; appoint and resign directors as required
Prepare the notice of the AGM and corporate circulars
Provide the same support to the broader Group, ADC and Botswana as required
Maintain a regulatory compliance calendar and ensure compliance with regular reporting obligations; respond to ad hoc regulatory processes and enquiries
Conduct research into regulatory issues as required
Ensure proper and effective retention and management of all compliance reporting documentation
Coordinate interfaces and maintain working relationships with internal clients, external service providers and stakeholders including banks, the Registry of Companies, auditors and external professional advisors
Oversee statutory filings with regulatory bodies, including annual returns and annual reports (in cooperation with Finance); ensure timely submission of required documents to regulatory authorities; renew company [STET: term to be confirmed] certificates annually
Attend to all KYC requests; respond to and prepare Board and shareholder AML/KYC resolutions, declarations and similar documents; provide ongoing FICA documents to the banks and explain the Group structure
Legal degree or CA (SA)
Admitted attorney advantageous
Admitted as a member of Chartered Secretaries Southern Africa advantageous
8-10 years' experience in a similar or related environment mandatory