TEMPLATE: JOB SPECIFICATION OF A COMPANY SECRETARY

PURPOSE OF THE TEMPLATE

This document has been prepared as a guide to recruiters and human resources functionaries as a prime example of
the role of a company secretary. The nature, size and objects of the organisation/entity will determine the applicable
context of the template, which should be adjusted so as to make it fit for purpose. Additional functions like that of
compliance officer, information officer or head of legal have not been scoped into the role.

DISCLAIMER: The information provided in this template is for information purposes only and the CGISA
accepts no responsibility for the accuracy of the information or your reliance upon it.

JOB DESCRIPTION

Office Company Secretary (Prescribed Officer)

Reports to
The Board; Chief Executive officer (administratively)

Description
The responsibilities of a Company Secretary will depend on the job profile as required and may
differ in accordance with the size of the organisation and nature of the business activities. Generally,
areas of responsibility, in execution of legal requirements, include but are not limited to:
• Corporate Governance: implementing best practice recommendations for effective compliance
with the King Code on good corporate governance and prevailing practice in compliance with
legal and regulatory prerequisites.
• Board Meeting management: company secretaries manage the board’s corporate calendar and
assist with the scheduling of board meetings annually, the formulation of meeting agendas,
collation and distribution of meeting reading materials, meeting platform arrangements and
minute-taking.
• Record Keeping: in accordance with the law, maintaining all statutory registers and maintaining
records safely and securely.
• Stakeholder management: facilitating shareholder/member communication, particularly general
meeting management and notices, engaging with access to information seekers and other
stakeholder activists. Liaising with stock exchange, sponsors and shares- related stakeholders,
where applicable.
• Compliance with Legal and Regulatory Filing: overseeing the compliance with regulatory
filings, and legislative requirements including annual reports, financial statements, compliance
reports and others where applicable.
• Custodian of Ethical Culture: the company secretary forms a key contributor in the effective
management and upholding of the company’s ethical culture.
• Trusted Impartial Advisor to Board members and Executive

Salary Band
Patterson Executive (E) Level

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 MAIN AREAS OF RESPONSIBILITY
(Section 88(1) Companies Act)
• 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 the 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 the Act.
• Certifying in the company’s annual financial statements whether the company has filed required returns and notice in terms
of the Act, and whether all such returns and notices appear to be true, correct and up to date
• Ensuring that a copy of the company’s annual financial statements is sent, in accordance with the Act, to every person
which is entitled to it
• Carrying out the functions of a person designated in terms of Section 33(3) of the Act
• Facilitate general meetings and assist in the preparation of integrated reports

JOB SPECIFICATION
Minimum • Member of the Chartered Governance Institute of Southern Africa
Qualification

Experience • Relevant experience in practice with a corporate entity

• Strong grasp of Corporate Governance, Corporate Law, Compliance and Ethics
• Knowledge of legal and regulatory requirements affecting private/public entities,
corporate governance instruments and guidelines (e.g. King IVTM Reports/JSE
Listings requirements) (where applicable)
• Experience with the relevant business environment
• Minimum threshold of experience is relative to the seniority of the role and whether a listed
environment (5 – 15-year experience range)
Competencies, Skills & • Ability to provide strategic advice and guidance on complex board matters
Abilities • Firm knowledge of company secretarial duties and responsibilities
• Competent with enabling meeting software
• Familiar with company secretarial business administration processes
• Competent leadership skills
• Excellent communication, negotiation and people skills
• Organisation skills, proactive planning and structured thinking
• The ability to work collaboratively with cross-functional teams
• High level of professionalism
• Excellent administrative skills
• Ability to interpret and advise on the application of legislation
• High levels of discretion and confidentiality

KEY PERFORMANCE OUTCOMES

Leadership and Team • Lead and mentor a team of people and foster a high performance work culture
Management • Jointly with the executives, develop and execute strategy aligned with board
approval
• Mitigate risk by identifying potential issues and implementing proactive solutions
Board Secretary • Develop and implement business processes for the efficient functioning of the Company
Secretariat
• Develop and implement a Board and Board Committee induction training programme, and
manage the induction of new Board members into the organisation
• Serve as Board and Board committee secretary and advisor
• Ensure compliance with and monitor corporate governance compliance, including corporate
filings and review of committee terms of reference
• Ensure statutory and regulatory compliance as far as Board meeting record keeping and
document management
• Organise and facilitate board meetings, prepare agendas in consultation, minutes and
resolutions
• Enable proper management and oversight of Board matters like the payment of
Board member fees, access to software and subscriptions etc.
• Develop policy and monitor procedures for the proper appointment of Board members
• In accordance with Board evaluation, identify training and development opportunities for Board
members

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 General Company • Formulate a Delegations of Authority framework which reserves matters for the Board and
Secretary work delegates to management and the operations, matters for business decision-making
certainty
• Ensure the formulation of a corporate governance framework applicable to the
organisation
• Ensure the development of an organizational structure depiction (subsidiary entities, JV,
trusts, etc.)
• Ensure information dissemination, in accordance with Board approval, for the execution of the
organisation
• Oversee/Contribute to the process of annual reporting
• Provide guidance and advice in respect of corporate actions
• Provide legal opinion/ support in respect of mergers and acquisitions, joint ventures and other
strategic transactions
• Assist internal audit with governance review
Financial • Participate in the preparation of and planning, during the budget approval cycle for the function
Planning,
Management and • In compliance with company policy, administer funds in accordance with approved budgets
Administration and report accordingly
• Monitor team expenditure and adjust or respond appropriately

Compliance • Provide support to the Information Officer in respect of information management

governance • Formulate and implement ethics related policies like conflict-of-interest management, gifts and
benefits related policy etc.
• Monitor relevant laws, and regulations and communicate in accordance with proper change
management processes
• Ensure applicable systems and compliance enablement is in place

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