Computershare Vacancy Application Details.
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Computershare Jobs Vacancy
Job Summary
Ideally the Assistant Company Secretary should have relevant experience in a professional services/management consulting environment with a motivation and appreciation of the varying demands of servicing a client portfolio across various industries or sectors in proving an outsourced governance advisory service, rather than an in-house service also that the in this incumbent is technology savvy.
Key responsibilities
The incumbent will support the Senior Company Secretaries and service their own portfolio of clients in the execution of client instructions. They will be responsible for assisting the board of directors in understanding, application and compliance of applicable regulatory matters in terms of the Act. This will include but not limited to:
Corporate Governance Advisory and Meeting Services
- Drafting recommendations regarding policies necessary to meet Company responsibilities in terms of the Act.
- Preparation and facilitation of board meetings set agendas, and review materials for accuracy before distribution to the board.
- Drafting of Board / Shareholder Resolutions
- Miscellaneous drafting i.e., Terms of Reference, Charters, Policies, Board / Committee Work Plans
- Review / drafting of Integrated Annual Report in compliance with the prescripts of the Act
- Board/Committee Evaluations
- Director Induction/Executive Training/Corporate Governance Training i.e Insider Trading and Corporate Governance Framework
- Board and Trustee Training
- Best Practice Health Check (Conflicts of Interest Declarations and related Disclosures)
- Companies Act Compliance and Trustee Administration Support
- Trust filings and registration with the Master of the High Court
- Board and Trustee Meetings Attendance and support
- Transactional advisory support and drafting/ filing of required documents with the CIPC to effect the changes as required in terms of the Act i.e., financial year end changes, disclosures to shareholders, annual and quarterly earnings, accounting information and tax obligations.
- Governance Technology Solutions/Product savvy i.e., entity management compliance and Board Support solutions
Statutory Administration and Filing
- Filing of statutory changes (CoR21.1, CoR22, CoR25, CoR39, CoR44)
- Formulation of resolutions to approve annual financial statements (directors and shareholders paper AGM) and lodgment of AFS with CIPC
- Share transactions (buy-back, transfer, conversion, allotments and dilution including ensuring securities transfer tax is paid to SARS)
- Changes to share capital (increase, conversion, creation of new classes), including special resolution
- Registration of Share Incentive Schemes with CIPC (under Section 97 of the Companies Act) and filing of annual compliance certificate
- De-registration of Companies at CIPC
- TRP (Takeover Regulation Panel) filings
- Adoption of new MOI (Memorandum of Incorporation) by way of special resolution
- Name change (including reservation of name and preparation of special resolution)
- Appointment and resignation of directors and company secretary
- Change of year end
- Change of registered address
- Appointment/change of auditor
- Appointment/change of public officer
- Paper AGMs
- AGM (Chairman agenda, minutes and attendance)
- Action items from meetings
- Take-on of new company onto computer software package
- Preparation of statutory audits and dealing with concerns raised after audit
- Issue of replacement of share certificate
- XBRL upload
Departmental Operations and Administration
- Ensure all client Service Level Agreements existing and new are signed and filed.
- Ensure a project management system (manual or electronic) is implemented to monitor and flag weekly workflow movements i.e. statutory filings, records, minute SLA turnaround times adherence, meeting attendance, preparation and adhoc projects.
- Conduct quarterly client satisfaction feedback surveys and prepare report.
- Collate all timesheets and statutory filings activities data and ensure accuracy monthly for invoicing.
- Reviewing outsourcing the document storage function and moving towards an electronic storage environment.
- Incorporation of Board works, into operations post training into the document management process.
- Reviewing PRSoft capability to improve statutory compliance administration
- Drafting of departmental monthly report.
- Preparation for monthly meeting.
- Prepare all billing data on the UK approved template.
- Submit billing date to the UK for preparation of invoices.
- Quality assure and approve invoices for accuracy and processing timeously.
- Ensuring that the clients are billed, and invoices are sent out.
- As per request (send statements of account to clients).
- Attend to service provider’s invoices and make sure that they are paid.
- Responsible for strategizing to find cost-effective suppliers and follow procedures to upload them on the company’s system.
- Monitors the tender submission process for formatting, completeness, consistency, and compliance
Education
- Bachelor’s Degree in Law, Business, or a related field.
- Significant experience (minimum four or more years relevant experience).
Technical Skills and Knowledge
- Microsoft Office: Word and Excel
- Company secretarial software packages (Prosoft, ESEC)
- King Codes of Corporate Governance
- Sound knowledge of the Companies Act 71 of 2008
- JSE Listings Requirements
- Problem Solving Skills
- Management Consulting/Professional Services
- Project Administration
Sound understanding of and practical application of the Companies Act 71 of 2008 (“the Act”). In terms of the legislative requirements these individuals are accountable to the board of the Company which they represent/advise.
Duties are set out in Section 88(2) and are as follows:
- providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers.
- making the directors aware of any law relevant to or affecting the company.
- reporting to the company’s board any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company or this Act.
- ensuring that minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded in accordance with this Act.
- (e) certifying in the company’s annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date.
- (f) ensuring that a copy of the company’s annual financial statements is sent, in accordance with this Act, to every person who is entitled to it; and
- (g) carrying out the functions of a person designated in terms of section 33(3).
- Duties are not limited to those listed in Section 88(2) of the Act as the King Code on good Corporate Governance also plays a role in terms of fulfilling their functions and responsibilities. It is significant to mention that that the King Code does not constitute legislation but serves as a guideline on good corporate governance.
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