Group Manager: Governance ;Ethics & Secretarial - N/A08406
Code/Reference:
N/A08406
Applications accepted until:
2018-10-17
Number of Openings
1

Unit:

Head Office

Location:

Sandton

Job Purpose

The Group Manager: Governance, Ethics and Secretarial acts as the head of secretarial for various subsidiary boards within the group and is accountable and responsible for being the point of contact for strategic communication between the board of directors of these companies and their shareholders; providing board Directors members 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, as well as drafting and maintaining the necessary statutory and constitutional documentation to enable strategic business decisions in terms of Company Law and JSE Listing Requirements, in a manner which fully protects the Group€™s and subsidiaries€™ interests and manages associated risk. The role is also responsible for ensuring high standards of corporate governance in alignment with King IV, as well as ethics standards across the organisation and adherence to legal and regulatory requirements.

Education

  • LLB Degree and Admitted Attorney
  • LLM Degree in Corporate Law or an advanced qualification in corporate law is preferred

Experience:

  • Minimum 8 years€™ experience in a legal or secretarial function within a corporate environment
  • Exposure to implementing corporate governance and ethics standards

Skills and Knowledge

  • Proactive and presentable professional who is action-oriented, self-directed, and displays confidence and integrity in working with high level executives and Board members.
  • Accreditation with Ethics Institute of SA or Membership with Institute for Chartered Secretaries of South Africa
  • Membership of The Corporate Counsel Association of South Africa (CCASA) is an advantage
  • Flexibility to  travel locally is required
  • Needs to deal with high levels of confidentiality
  •  

Key Performance Areas:

Accountability

  • Responsible for providing input into creating strategic plans and direction in the medium-term
  • Sets business targets, frameworks and objectives
  • Applies knowledge and exposure of leading practice to Company regulations and risk management
  • Shared accountability for the financial performance of the organisation
  • Delivered Corporate Governance & Ethics Standards
  • Research and keep up to date with relevant legislation in hospitality and gaming law
  • Have a full and up to date understanding of King IV report and application of corporate governance principles within the business
  • Review policies, processes and practices across the Group in line with King IV principles and identify risk areas on a regular basis
  • Liaise with executive management around gap areas and make recommendations to improve company governance
  • Review the Board Charters, Directors Guidelines and related documents to ensure adherence to the King IV principles
  • Participate in the Risk and Audit Committees and Social and Ethics Committee inclusive of reviewing the Code of Ethics, the Ethics Strategy, the Terms of Reference and related documents
  • Create a King IV register and related documentation for the ongoing review of corporate governance standards in Sun International
  • Create, execute and monitor the ethics framework and standards for the company, in line with the objectives set out in the Ethics Strategy
  • Raise awareness around the ethics strategy and expectations from the business, business partners and employees
  • Measure the delivery of behaviour relative to ethical standards set by the Committee across the organisation through the implementation of regular ethics surveys
  • Analyze and research the implication of laws, legislation, etc., that may affect Sun International corporate governance
  • Identify areas of risk and shortcomings and update internal policies and procedures in line with new changes in law, regulatory frameworks and leading practice
  • Communicate regulatory and legislative changes, as well as updated policies and templates to all relevant stakeholders aligned to current legal trends, amendments and legislation
  • Company Secretarial Administration
  • Research and keep up to date with relevant regulations related to the Hospitality and Gaming industry as well as amendments to Company Law and corporate governance best practices
  • Analyses and researches the implication of laws, legislation, etc., that may affect Sun International and its subsidiary companies
  • Update templates, policies, board charters, terms of reference, memoranda of incorporation and shareholder agreements to reflect current legal trends, amendments and legislation
  • Develops and registers company constitutional documents and company related contracts (i.e. shareholder agreements), correspondence and undertakings
  • Administers and updates details of board members, ensuring these are accurately reflected with the JSE
  • Compile, update and record a register of guarantees, preference shares and register of title deeds
  • Collaborate with Group Finance to ensure governance processes are in place in respect of the administration of the treasury and banking accounts (i.e. Standardised relations in relation to Mandated Officials)
  • Oversee the recording and maintenance of policies, making sure these are kept up to date and referred to the appropriate committee for approval
  • Be familiar and monitor company and subsidiaries€™ decisions and activities to ensure they act within the scope of their mandates constitutions, standing orders and other regulatory requirements; and provide advice where necessary
  • Oversee the organisation of agendas, logistics, meeting packs and documentation for Board and Committee meetings as well as annual and extraordinary general meetings
  • Prepare reports and Company and Shareholder information towards the Integrated Annual Reports and statutory reports
  • Maintain and be responsible for statutory records and the Sun international Risk Register
  • Facilitate annual Company audits against JSE Listings Requirements (in collaboration with sponsor teams)
  • Collaborate with Group Finance in review of stakeholder communications pertaining to for interim results
  • Research and prepare memoranda on a variety of company law / JSELR aspects, as requested by Group Company Secretary
  • Draft SENS announcements, assist with circulars and other communications to stakeholders on behalf of the Group Company Secretary
  • Support the Group Company Secretary with regards to Sun International Limited board and committee administration
  • Board Meeting Administration
  • Acts as a point of communication between the board of directors and company shareholders
  • Manage the logistics and documentation for the appointment and election of Board and Committee Members
  • Oversees the organisation and preparations for agendas and papers for board meetings, committees and annual general meetings (AGMs)
  • Compile, update and monitor terms of reference for board meetings
  • Follows up and tracks actions from meetings; and maintain a rolling agenda
  • Maintains statutory books, including registers of members, directors and secretaries
  • Liaise with sponsor team in developing communications and circulars to shareholders
  • Deals with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders
  • Distributes documentation for board meetings timeously to relevant board members
  • Contributes to meeting discussions as and when required, and advises members of the legal and governance, implications of proposed board decisions, where necessary
  • Takes minutes and drafts board resolutions
  • Oversees timeous lodgement of South African and Off-shore annual returns
  • Monitor changes in relevant legislation and the regulatory environment and taking appropriate action
  • Conduct board and committee evaluations for subsidiary companies and the Sun International Limited board, including providing induction for new members around governance standards
  • Portfolio Administration
  • Prepare and update the register of shareholders and monitor and update changes in share ownership of the company
  • Develop and oversee the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements
  • Pay dividends and manage share option schemes, including overseeing the administration of share transfers and amendments to share certificates in line with board resolutions, ensuring these receive the necessary approvals
  • Vet documentation relating to preference shares, including subscription agreements and addenda thereto
  • Participates in aligning and completing the due diligence and business registrations as part of share issues, mergers and takeovers
  • Maintain the register of shareholders and monitor changes in share ownership of the company with the JSE
  • Collaborate with Group Finance in relation to preference share redemptions and preference share dividend payments
  • Facilitate the fee payments to Directors
  • Collaborate with Finance with regards to the set-up and reorganization of company structures, vetting the legal agreements in relation thereto and attending to the share transfers and/or company take on process
  • Collaborate with Group Finance in vetting banking related and subscription agreements
  • Prepare financial assistance resolutions together with notices to shareholders and trade unions (as required by the Companies Ac)
  • Collaborate with the Group Tax team with regards to annual tax renewals, including the updating of share transfer tax
  • Communicate amendments to board membership to relevant gaming authority
  • Collaborate with Group finance to vet draft annual financial statements (AFS) for subsidiary companies in relation to governance and statutory information; to oversee register of AFS, central repository and communication of AFS to key stakeholders
  • Review the Sun International investor relations website in relation to all statutory and governance information to ensure accuracy
  • Review all third party requests for statutory information and determine legal disclosure requirements
  • Review Protection of Personal Information (PAIA) manuals on a quarterly basis in order to ensure accuracy and to attend to all requests for information submitted in terms of PAIA for sign off by Chief Information Officer
  • Review group company list / organogram to ensure accuracy
  • People Management
  • Manage staff conditions of employment, e.g. attendance, absenteeism, leave, adherence to policies and procedures
  • Identification of employee training needs
  • Perform on the job training and coaching to close developmental gaps and build succession for a talent pipeline within the outlet
  • Monitor adherence to SOPs including conducting of quality assurance calls
  • Manage employee relations and disciplinary processes (when necessary) within the department
  • Facilitate staff communication and motivation
  • Perform and document performance contracting, reviews and development discussions
  • Provides resources and removes obstacles to performance
  • Recruit and resource talent for positions within the department
  • Budget Management
  • Budget Management for the Group€˜s governance, ethics and secretarial function including:
  • Compilation and management of the departmental Budget
  • Cost management
  • Capex
  • PIP and forecasting
  • Financial reporting for the function
  • Stakeholder Relationship Management
  • Makes highly complex decisions based on broadly defined policies and objectives
  • Applies judgement and adapts solutions through analytical, interpretative, evaluative and innovative thinking
  • Commits to calculated risks and action after considering alternative courses of action that are based on logical assumptions and factual information and that take into consideration resources, constraints, and organisational values
  • Act as the Subject Matter Expert on issues of Corporate Governance and ethics.
  • Acts as liaison between clients, business units, business leadership and third parties on ethical issues
  • Respond to questions posed by management and team members relating to policies; providing necessary feedback and recommendations for resolution
  • Understands and is able to impart knowledge on relevant subject matters around the Companies Act, Constitutions and casino licence conditions
  • Builds credibility through developing strong working relationships with members of designated Boards
  • Acts as the first point of contact for Board members in all matters relating to governance and company administration
  • Works closely as a communications conduit between the Chief Operating Officer and Board
  • Collaborate with Compliance around annual licensing renewals, as well as changes in operating model, amendments to the Operating Management Agreements and providing due diligence around Company Law Compliance and Trust Compliance
  • Fulfill the role of Board Secretary on the Audit Committee, Risk Committee, Social & Ethics Committee and IT Governance Committee
  • Assist the Group Company Secretary in relation to any committee administration relating to the Nomination Committee and Remuneration Committee, as requested
  • Liaise with sponsor teams and obtain sign off on communications to shareholders / JSE
  • Work together with compliance team on projects relating to Group governance policies, liaising with relevant policy owners and teams
  • Respond to questions posed by management and team members relating to policies and Company regulations
  • Provides feedback, recommendations to resolve corporate governance or statutory compliance issues and report back to management on challenges
  • Respond to queries efficiently and resolve to the satisfaction of the affected parties within the scope of authority and / or responsibility

Equity:

Preference will be given to employees from the designated groups in line with the provisions of the Employment Equity Act, No. 55 of 1998, SISA internal recruitment policy as well as units employment equity plans.