Assistant Company Secretary

Job Description

The Assistant Company Secretary is responsible for the effective implementation of the Bank’s corporate governance framework for the management and Board committees. Monitoring that the compliance, governance roles and responsibilities of management and the Board are aligned and within the statutory / governance frameworks, ethical standards and best practice.

Key Responsibilities

1. Corporate Governance Advisory and Compliance

• Implement effective corporate governance practices in compliance with legal and regulatory requirements across the Bank.
• Provide governance guidance and advisory support to Board and Management Committee members to enable the discharge of fiduciary duties and responsibilities in accordance with the Companies Act, King V Code, ethical standards and the Bank’s overall corporate governance framework.
• Map the end-to-end company secretariat processes and implement the standardised workflows across all company secretarial functions to ensure standardisation, efficiency, and audibility.
• Monitor and refine workflows to improve efficiency, minimise errors, and ensure compliance with corporate governance standards.
• Advise on legal, regulatory, and compliance matters impacting the Bank, Board, and governance structures.
• Monitor compliance with applicable legislation, governance frameworks, and ethical standards, and escalate any instances of non-compliance to the Company Secretary.
• Track and interpret regulatory and legislative developments and communicate their impact on the organisation.
• Identify training needs for Directors and recommend a training programme, including updating the Board on issues of policies and practices of all DBSA divisions and agencies.
• Facilitate Director training and ongoing governance awareness initiatives.
• Contribute to the continuous improvement of governance frameworks and practices within the Bank.

2. Company Secretariat Function

• Coordinate and facilitate the effective functioning of allocated Board and Committee meetings, including the AGM, ensuring proper governance protocols are followed.
• Engage business units and action owners to ensure quality and compliance of submissions to governance structures.
• Perform quality assurance reviews of submissions and provide feedback to improve governance standards.
• Monitor the implementation of decisions of the Board of Directors, liaise with action owners and report on challenges in implementation.
• Facilitate the completion and updating of corporate disclosures.
• Coordinate and compile the governance section of the Bank’s Integrated Report, ensuring alignment with applicable governance frameworks, regulatory requirements and the Bank’s governance practices.
• Draft reports to the Company Secretary on all matters relating to the designated areas of responsibility and assigned committees, ensuring accuracy, completeness, and alignment with governance requirements.
• Support the preparation of the Board Strategy sessions by coordinating and consolidating inputs from management and Board Committees, contributing to the development of content, and assisting with the structuring of strategy discussions and materials for Board deliberations.
• Compile and draft reports in line with governance, legal and regulatory requirements and as requested by the Company Secretary and Directors.
• Provide guidance and support to Committee Secretaries and the Board Coordinator to ensure consistency in the application of governance standards, practices, processes, and documentation across Board Committees.

3. Committee Support and Administration

• Draft, review, and maintain accurate minutes, resolutions, and action logs for Board and Committee meetings.
• Responsible for obtaining approval and circulation of Board and Committee minutes, together with the action list where assigned.
• Facilitate the review and periodic update of the Board and Committees’ Charters and Terms of Reference to ensure alignment with mandates, governance best practice and regulatory requirements.
• Coordinate the flow of information and submissions from Management Committees to Exco and Board Committees to ensure timely escalation and alignment with governance standards.
• Develop and implement procedural and administrative systems to support the effective functioning of the Secretariat and Board governance process.
• Maintain consistency in the ways of work across Committee Secretaries, promoting standardised processes, templates, and timelines across management and Board committees.
• Compile and circulate documents for the Board and sub-committees as per the terms of reference and agreed timelines.
• Draft and distribute written resolutions for the action owners as requested.
• Maintain the meeting registers and ensure all filing requirements are completed on time and meet legal requirements, including safeguarding confidential documents.
• Consider and implement appropriate best practice tools, systems and digital platforms to improve the efficiency and functioning of the Secretariat operations.
• Oversee and coordinate administrative processes relating to Director remuneration and meeting attendance records, including the submission and processing of Director fee payments in accordance with approved policies and budgets.
• Safeguard confidential information and ensure proper record-keeping and document management practices.

4. Stakeholder Engagement

• Act as a key liaison between Board members, Committees, management, and external stakeholders to ensure effective communication and information flow.
• Provide guidance and training to employees on corporate governance requirements, processes and communicate changes or updates that impact the organisation.
• Engage and guide action owners and business on requirements for the Board and sub-committees, and templates to be utilised.
• Review submissions, provide quality assurance and liaise with owners on the submission requirements and any queries on the submissions.

Key Measurements of Outputs

• Prevention of material governance breaches or regulatory penalties attributable to secretariat failures. Compliance with the Companies Act, King V Code, regulatory requirements, and the Bank’s governance frameworks and evolving governance best practices.
• Annual governance work plan implemented within agreed timelines.
• Effective and seamless coordination between Management Committees and Board Committees, including monitoring the escalation of matters, alignment of submissions, and the timely flow of information.
• Quality, accuracy, and timely advice and guidance to Board Committee members on statutory responsibilities, governance frameworks, and strategic decision-making inputs.
• Effective onboarding, orientation, and ongoing support of Board Committee members to strengthen their understanding of roles, responsibilities, and governance frameworks.
• Accurate management, monitoring, and reporting of conflicts of interest and disclosures in accordance with policies, ethical standards, and statutory requirements.
• Timely monitoring and follow-up of Board and Committee decisions, actions, and resolutions, and report on progress, challenges, and risks to the Company Secretary.
• Delivery of timeous and high-quality secretariat administration, including meeting preparation, meeting packs, minute-taking, document circulation, and safeguarding confidential records.
• Accurate processing of Director remuneration, fees, and attendance records in accordance with approved policies and budgets.
• Accurate reflection of Board and Committee activities in the integrated report.
• Clean audit outcomes related to Secretariat, governance, and compliance processes.
• Consistent application of governance standards, practices, processes, and documentation across Board Committees, supported through guidance and assistance provided to Committee Secretaries and the Board Coordinator.

Expertise & Technical Competencies

a) Business Acumen

• Develop annual work plans that take into account longer-term activities, issues, problems, or opportunities.
• Develops and establishes broad-scale, longer term objectives, goals, or projects (e.g., affecting a business, department, or organisation).
• Takes actions to fit business strategy.

b) Written communication

• Understands that different writing styles are required for different documents or audiences.
• Write effective correspondence, prepare questions and reports, statements of circumstance and briefing notes.
• Reviews others’ documents for clarity and impact.
• Has a solid mastery of writing principles such as grammar, sentence construction, etc.

c) Presentation skills

• Can reinforce key presentation points with examples.
• Is able to translate technical terminology into language understandable to the audience.
• Has insight into the audience’s behaviour and motivation and responds appropriately and professionally, adapting communication style as appropriate.

d) Reporting

• Designs / customizes reports to meet user needs.
• Prepares complex or tailored reports, gathers information from a variety of sources, analyses and includes in a report.
• Keeps standard reports under review and proposes improvements to meet user needs.

e) Planning and Organising

• Is relied on to help others plan and organise their workload.
• Uses effective time management processes to deal with high workload and tight deadlines.
• Organises, prioritises and schedules tasks so they can be performed within budget and with the efficient use of time and resources.
• Achieves goals in a timely manner, despite obstacles encountered, by organising, reprioritising and re-planning.

f) Policies and Procedures

• Has detailed knowledge of policy and procedure relating to a specific area of work.
• Is capable of implementing procedure, highlighting issues as appropriate.

g) Stakeholder Management

• Proactively manages partner relationships, preventing or resolving any conflict.
• Adapts style to work effectively with partners, building consensus, trust, and respect.

h) Legal Knowledge

• Extensive knowledge and understanding of the principles of DBSA.
• Wide-ranging knowledge of industry best practice, and keeps abreast of, interprets and informs on developments in the area of new laws and regulations relevant to DBSA.

i) Company Secretarial Competencies

• Deep knowledge of the laws governing companies and codes of best practice (e.g., Companies Act, King V, IFRS) and applies them in DBSA’s context.
• Ability to provide legal advice and best practice guidance to the Board and management.
• Knows, understands and is capable of interpreting board procedures.
• To be able to strike a balance between swamping the directors with papers and providing enough information for them to make a balanced judgement.

Minimum Qualification

• A postgraduate degree in Law, Finance, Audit, Accounting, Risk Management or a relevant field.

Minimum Experience

• A minimum of 8 years’ experience in Corporate Secretariat or corporate governance function.
• Proven experience in guiding and advising Board members and high-level dignitaries.
• Practical experience in providing corporate secretariat support, including preparation of packs, minute-taking, and action tracking.
• Demonstrated experience in advising Board members and executives on governance, regulatory obligations, and best practices.
• Experience in statutory compliance and regulatory filings.
• Experience in the legal, commercial and business environment.
• Experience in working with external auditors, legal advisers, and bankers.
• Demonstrated in-depth understanding of the Companies Act and King V Code, Financial Services Regulations Act (FSRA) and Public Finance Management Act (PFMA).
• Familiarity with governance systems and document management platforms.

Desirable Requirements

• A professional qualification in company secretariat practice, such as membership with the Chartered Governance Institute of Southern Africa (CGISA).
• Experience in carrying out the duties of an Assistant Company Secretary.
• Exposure to governance frameworks and compliance practices in a banking and or financial sector.

Required Personal Attributes

a) Customer Service Orientation

• Tries to understand the underlying needs of customers and match these needs to available or customised products and services.
• Adapt processes and procedures to meet ongoing customer needs.
• Utilises the feedback received by customers to develop new and/or improve existing services/ products that relate to their ongoing needs.
• Thinks of new ways to align DBSA’s offerings with future customer needs.

b) Self-awareness and Self Control

• Withholds effects of strong emotions in difficult situations.
• Keeps functioning or responds constructively despite stress.
• May apply special techniques or plan ahead of time to manage emotions or stress.

c) Strategic and Innovative Thinking

• Experiments with new approaches, tests scenarios, questions assumptions and challenges conventional thinking.
• Creates new concepts that are not obvious to others, leveraging internal and external sources of information, to build incremental revenue and growth opportunities.

d) Driving delivery of results

• Sets challenging goals that will have a significant impact on the business or support the organisational strategy.
• Commits significant resources and/or time to ensure that challenging goals are achieved, while also taking action to mitigate risk.

e) Teamwork & Cooperation

• Acts to promote a friendly climate and good morale and resolves conflicts.
• Creates opportunities for cross-functional working.
• Encourages others to network outside of their own team/department and learn from their experience.