SOUTH AFRICAN FORESTRY COMPANY (SAFCOL) - COMPANY SECRETARY

 
Key Accountabilities
• Oversee the timeous distribution of Board and Committee Packs 7 days prior to scheduled meetings.
• Review Committee minutes and monitor the timeous distribution thereof to Committee members.
• Liaise with Executive management to source information or action items to ensure sound information flow within the Board and Committees.
• Follow-up on matters arising from Committees and guide Committees on protocols required prior to submissions being sent through to the Board
• Initiate, in consultation with the Board Chairperson, Committee Chairpersons and Management, the development of Board and Committee meeting agendas.
• Brief the Chairpersons of the Board and Subcommittees prior to each meeting on matters on the agenda.
• Attend Board, Executive and Committee meetings, and provide advice to the Chairpersons to support effective functioning of the Board and Committee and adherence to proper meeting procedures.
• Submit minutes for comments to Directors or Committee members at the latest one week after the meeting.
• Where required, prepare, and submit to the Directors accurate and complete proposals for written resolutions.
• Ensure minutes of meetings and resolutions are permanently affixed in the Company’s Minute Book and duly signed and dated by the Chairpersons of the respective meetings.
• In conjunction with Management, clearly communicate directives from the Board and Committees to the person(s) responsible for carrying out the directives.
• Retain and safeguard the official Board and Committee Minute books and corporate documents.
• Distribute the Annual Financial Statements to the Directors.
• Submit annual returns to the authorities.
• Oversee the co-ordination of logistical arrangements for members to attend committee meetings (i.e. travel arrangements and catering).
• Ensure that records are up to date and are readily available at all times.
• Maintain an up-to-date Register of Board Resolutions.
• Schedule and co-ordinate the annual Corporate and Business Plan strategic planning session with Board and Management
• Arrange for induction of new non-executive directors, which comprises supplying them with relevant Company documentation, relevant legal requirements on directors’ duties, arrange meetings with Executive management as well as visits to the company’s operations.
• Ensure compliance with the Company’s Memorandum of Incorporation.
• Together with Executive: Human Capital and REMCO Chair, make recommendations annually on non-executive directors’ fees as per DPE guidelines against fees of similar companies.
• Provide input in the Group’s Delegation of Authority Framework, in so far as it relates to significant and materiality framework informed by PFMA and make changes, where necessary and advises on the limits and interprets them on request, ensure that the limits are enforced and that the necessary submissions are made to the Board in terms of the approval framework.
• Monitor procedures for appointments to the board committee, arranges for appraisal of non-executive directors who are retiring by rotation and are available for re-election.
• Facilitate the Directors’ professional development to ensure the Board and Committee members have the right skills and expertise.
• Assist the Board to identify personal development needs and assist in the recommendation of required training interventions.
• Review Board and Committee structures on an annual basis.
• Prepare the Annual Plan and discuss with the Board Chairperson to be approved by the Board.
• Review the Board Charter and Committee terms of reference on an annual basis.
• Facilitate the Annual Board Evaluations in conjunction with an external service provider and conduct quarterly reviews of meetings procedures.
• Assist the Board and Committees in evaluating and reporting on corporate governance commitments and mandates of the various Committees.
• Assist the Board in implementing and reporting on the annual process to assess the performance of the Board, Committees, Chair and Directors
• Assist the Board in implementing and reporting on the annual performance evaluation of the Chief Executive Officer.
• Communicate legislative and corporate governance. developments to the Board and Committees and provide guidance on legal and governance matters:

• Advise the Committees on legislation which impacts the Company
• Monitor committee adherence to the Companies Act and King IV Report

• Provide expertise and work with the Board Chairperson to implement best practices in corporate governance by the Board and its Committees.
• Provide advice and guidance to Directors and Management regarding Group policies, directives, and processes,
• Ensure full Board compliance with statutory requirements.
• Bring irregularities/non-compliance to the attention of the Chairperson and the Board accompanied by recommendations for corrective measures.
• Report to the Board on any failure of the Company to comply with such legislation or corporate governance frameworks.
• Provide directors of the company collectively and individually with guidance as to their duties, responsibilities, and powers.
• Make directors aware of all laws and legislation relevant to or affecting the company and reporting to the company’s directors, any failure to comply with such law or legislation.
• Ensure the minutes of all shareholders’ meetings, directors’ meetings, and the meetings of any committees of the directors are properly recorded in accordance with the Act.
• Certify in the annual financial statements of the company that the company has lodged with the Registrar all such returns as are required of a public company in terms of this Act ad that all such returns are true, correct and up to date.
• Ensure that a copy of the company’s annual financial statements is sent, in accordance with this Act, to every person who is entitled thereto in terms of this Act.
• File Annual returns in line with the Act.
• Manage general meetings of shareholders.
• Sign Notices of Meetings on behalf of statutory company secretary.
• Ensure that there are proxies and monitors the proxies as they are received, keep CEO and Chairman informed of proxy position and alerts them to any opposition to resolutions, which might lead to them not being passed.
• Prepare Chairman’s script for general meetings in consultation.
• Arrange preparation of possible questions and answers for meetings and in discussion with CEO and other executives/senior managers
• Maintain effective working relationships with the Board Chairperson, Committee Chairpersons, individual Directors and Management.
• Maintain effective working relationships with external stakeholders i.e. the Department of Public Enterprises.
• Liaise with Executive management to source information or action items to ensure sound information flow within the Board and Committees.
• Participate in recruitment of positions reporting to the Company Secretary.
• Allocate resources to meet departmental goals.
• Conduct bi-annual performance reviews of employees within the office of the Company Secretary and address areas of non-performance
• Identify opportunities for individual development for employees within the office of the Company Secretary
• Mentor and coach employees within the office of the Company Secretary.
• Provide a working environment that fosters teamwork and high performance within the office of the Company Secretary.
• Manage employees in accordance with HR policies and procedures.
 
Minimum Requirements
• LLB/Law or equivalent (NQF 8) qualification
• Post Graduate Degree – will be an added advantage
• Admitted Attorney – will be an added advantage
• Registration with the Chartered Secretaries Southern Africa (CSSA) – will be an added advantage
• A minimum of 8 - 10 years’ experience in a company secretarial, legal position or similar role
• Company Secretary in medium and large company reporting to the Board
• Working knowledge of the PFMA and other public sector governance frameworks
• Legislation i.e., Companies Act, PFMA, Management of State Forest Act, National Forestry Act, Competition Act – will be an added advantage
• King IV Report – will be an added advantage
• Understanding of group structure – will be an added advantage
• Valid driver’s licence
 
Leadership Competencies
• Strategic Thinking
• Leading Others
• Driving Change
• Operational Delivery
• Commercial Insight
• Self-Awareness
 
Behavioural Competencies
• Analytical & Problem Solving
• Attention to Detail
• Professionalism
• Regulatory & Legal Compliance
• Report Writing
• Drafting of Advisory Opinions
• Reporting
 
Technical Competencies
• Company Law
• Competition Law
• Dispute Resolution
• Drafting of Contractual Arrangements
• Information Technology
• Intellectual Property Rights
• Corporate Governance

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SAFCOL Group is an equal opportunity company with the focus on gender equality and people with disabilities. 
 
Employment Equity will be taken into consideration in terms of all appointments within SAFCOL 
 
By submitting your CV to SAFCOL, you hereby give permission to circulate your information to the interview panel members for this vacancy only. Your information will not be used for any other position/purpose and will be disregarded after an offer has been made. 
 
Interested qualified individuals can e-mail a concise CV with relevant copies of qualifications in confidence to: Ms. Sandra van der Walt, Human Capital Practitioner, sandrarecruitment@safcol.co.za, contact number 012 436 6378/082 079 1092 
 
Closing date: 7 April 2022 
 
Should you not have received a response within 30 days of the closing date, please consider your application unsuccessful.