This is a remote position.
An established energy company is seeking to appoint an experienced and qualified Company Secretary to provide professional governance support to the Board of Directors, specifically for the CESA (Commercial Energy South Africa) board meetings. This individual will ensure compliance with the Companies Act, support the efficient functioning of board meetings, maintain statutory records, and uphold the principles of good corporate governance in alignment with South African legislation and King IV guidelines. Estimated time commitment: ±16 hours per year, working as an Independent Contractor with the potential for additional hours as required for special governance matters. Fully remote, online attendance required.
Key Responsibilities
Board Support and Governance:
Advise directors on their legal duties, responsibilities, and powers.
Assist in the development and maintenance of Board and Committee charters.
Coordinate director onboarding, induction, and governance training as required.
Meetings Administration:
Set up, attend, and facilitate Board meetings (4 annually).
Prepare meeting packs and circulate them in advance.
Draft accurate and timely minutes for all Board and Committee meetings (within 15 days post-meeting).
Ensure meeting notices, quorum requirements, and decision-making protocols are met.
Statutory Compliance and CIPC Filing:
Ensure compliance with the Companies Act, No. 71 of 2008.
Prepare and submit required filings to the Companies and Intellectual Property Commission (CIPC), including:
Annual returns
Changes to directors or officers
Special resolutions
MOI amendments (if applicable)
Maintenance of Statutory Records:
Maintain and update statutory registers, including:
Register of directors
Register of shareholders (if applicable)
Register of company secretaries
Register of issued securities
Corporate Record-Keeping:
Ensure secure storage and accessibility of:
Memorandum of Incorporation (MOI)
Board and shareholder resolutions
Financial statements
Meeting notices and minutes
Ethical and Governance Oversight:
Promote ethical leadership and good governance practices.
Monitor director independence and maintain a conflict-of-interest register.
Support integrated reporting and governance-related disclosures.
Act as liaison between the Board and shareholders, where necessary.
Requirements
SA Citizen
Fluent in both written and verbal English and business writing in English.
Minimum 5–7 years’ experience in company secretarial, legal, or governance advisory roles.
Relevant qualifications such as:
Chartered Secretary (e.g., CSSA)
Admitted Attorney
Chartered Accountant (CA(SA)) with governance experience
Sound knowledge of the South African Companies Act.
Familiarity with King IV Code of Corporate Governance.
Additional Information:
The appointed Company Secretary reports directly to the Board (not to management).
Must demonstrate independence, integrity, and act in the best interests of the company.