Assistant Company Secretary - Vodafone

The successful incumbent will be responsible for ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the board of directors.

To ensure that the board meetings and board related activities of Vodacom SA are efficiently administered, that directors are provided, where necessary, with the appropriate education, induction and documentation to ensure they are able to fulfil their mandates efficiently and that the company complies with best governance practice.

The assistant company secretary has a key role to play in ensuring that board procedures are both followed and regularly reviewed. The chairman and the board will look to the assistant company secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. All directors should have access to the advice and services of the assistant company secretary and should recognise that the chairman is entitled to strong support from the assistant company secretary in ensuring the effective functioning of the board.

Your responsibilities will include

• Plan and co-ordinate board and sub-committee meeting calendars, agendas and related documentation.
• Liaise with and assist board chairperson and members as required and manage the process of drafting board resolutions.

• Take board and sub-committee meeting minutes.
• Review board meeting papers and content and guide management around quality of reporting including pushing back if reports are not acceptable.
• Meet with the CEO on a one on one basis to review board meeting papers
• Proactively engage with business on transactions requiring board approval, provide guidance around the approval process and meet with board members to explain the transaction and provide support to business with answering questions from board members.
• Required to understand complexity in the business and demonstrate business acumen to lead an approval process with the board.
• Provide guidance in the board room – need to speak up and have courage of one’s convictions to push back when directors are on the wrong track around company law, the powers of the company (MOI) and best practice with regards to corporate governance.
• Assist the Group Company Secretary in complying with JSE listing requirements, announcements, etc., including compilation of the annual report, interim report, circulars, etc., and with share scheme administration.
• Ensure all statutory returns are filed, share registers kept up to date and Companies Act requirements met (including obtaining specialist legal advice if necessary); liaise with and assist the group and VSA finance and group investor relations functions.
• Arrange and co-ordinate any non-routine secretarial functions (new company formations, de-registrations, etc.).
• Maintain a monitoring brief around updates to statutory legislation to ensure board members are not exposed.
• Monitor compliance with King IV requirements and highlight compliance gaps.
• Liaise with Vodafone Group on best practice (including U.K. and U.S. practice).
• Liaise with Group Company Secretary, board members and CEO as well as business unit heads on board agenda items (e.g. major capital expenditure, distribution agreements and so on).
• Monitor corporate governance and any reputational risk associated with Vodacom Foundation activities and the various trusts in Vodacom. (including BEE aspects).
• Engage with the Financial Services Board now called FSCA around Vodacom’s Insurance companies for purposes of compliance with the relevant insurance legislation. In this respect need to deal with executives at the highest level at FSCA.
• Monitor the specific FSCA compliance requirements applicable to the company’s insurance companies such as risk cover, sub-committees, etc. This to be done together with the actuary and compliance officer.
• Provide director education where required for new directors including prescribed duties, JSE requirements.

The ideal candidate for this role will have

• The position requires an expert with in-depth knowledge of company secretarial and administration practice, governance, board procedure and all relevant legislation applicable to a large listed company.
• A 3 year B.Comm. or C.I.S. degree/diploma or LLB degree
• 8 - 10 years of relevant business experience
• Thorough understanding of governance principles and practice (including King III) and company law.
• Business acumen and ability to learn new concepts quickly.