1. POSITION DETAILS

Position Title:

Company Secretary

Reports to:

General Counsel and Ethics Officer, ENGIE Southern Africa

Department:

Legal

Period:

Full Time - Local Employment Agreement

Location:

Johannesburg, South Africa

2. BACKGROUND

ENGIE is a major player in the energy transition, whose purpose is to accelerate the transition towards a carbon-neutral economy. With more than 90,000 employees in 30 countries, the Group covers the entire energy value chain, from production to infrastructures and sales. ENGIE combines complementary activities: renewable electricity and green gas production, flexibility assets (notably batteries), gas and electricity transmission and distribution networks, local energy infrastructures (heating and cooling networks) and the supply of energy to individuals, local authorities and businesses.

ENGIE has been present on the African continent for more than five decades. For more information please visit: www.engie.com or www.engie-africa.com

3. JOB PURPOSE

The Company Secretary is responsible for providing effective company secretarial services to ENGIE Southern Africa, ENGIE Operating Companies, the Project Companies and other ENGIE entities, in accordance with the relevant regulations, through carrying out all corporate secretarial services required, guiding the Board members about the day-to-day management of their organisations, providing advice and support on all governance matters, legal and statutory requirements (from the company secretarial and corporate governance perspective).

4. KEY RESPONSIBILITIES

The Company Secretary will have the following key responsibilities :

Meetings Management

• Development of the annual meeting plan of all Board Meetings, Committee Meetings and AGMs
• Setting up of Board Meetings with assistance from the Assistant Company Secretary;
• Convening and servicing of Annual General Meetings;
• Preparation of notices for Board meetings, agendas and circulation thereof, liaising with management in that respect;
• Preparation of notices for Shareholder meetings, agendas, proxies, and circulation thereof, liaising with management in that respect;
• Ensuring that meetings are properly constituted;
• Attend meetings; prepare minutes and resolutions; prepare round robins are required;
• Implementation of board decisions and instructions;
• Providing corporate governance advice during and outside of meetings;
• Stay abreast of industry developments, regulatory and legislative changes in relation to corporate governance and provide proactive guidance inside and outside of meetings.

Corporate Administration

• Ensure that the Company’s statutory registers and other official related records/ documents are correct and up to date;
• Drafting of all company resolutions, obtain signatures and filing;
• Annual Returns submissions to CIPC;
• Registration of companies and filing of all changes with the CIPC (Appointments, Resignations and Change of addresses and etc);
• Preparation of share certificates and maintenance of share registers for all Companies in the Group;
• Administration for various committees and trusts;
• E-sec Administration;
• Prepare affidavits or other documents and maintain document file;
• Support for transactions (particularly M&A) in terms of due diligence and preparing documents for signing and completion.

Corporate Governance

• Provide Corporate Governance Best Practice;
• Compliance with regulations and other governance codes;
• Ensure the correct constitution of the governance structures of the Company including the Executive Committee and other Management Committees;
• Draft and update Delegation of Authority;
• Identify directors' development needs and ensure that there is an ongoing programme to keep directors well informed of developments in the Companies Act, King IV and in respect of matters relevant to their responsibilities;
• Assisting with governance-related matters, including, but not limited to, King IV;
• Provide technical expertise, conduct research and provide guidance on standard company secretarial practices;
• Ensure compliance by Group Companies, Board and Committees with relevant legislation, internal policies and processes and ensuring that failure to comply with relevant legislation are reported as required.

General

• Assist ENGIE Southern Africa General Counsel with legal admin when required for smooth running of the Legal Department;
• Manage the Assistant Company Secretary;
• Manage Stakeholder Relationships;
• Build and maintain relationships with internal and external stakeholders at all levels;
• Engage with Project Companies, share best practices, organisational information, technical expertise and guidance around processes and policies to ensure alignment to Group requirements;
• Take responsibility for and address internal and external audit items in respect of area of operation;
• Ensuring unhindered access to information by all Board and Committee members;
• Provide information as required by Board and Committee members;
• Responding to general queries in relation to Board Committees, FICA, SARS, BBBEE verification and Auditor queries.

5. COMMUNICATION AND WORKING RELATIONSHIPS

Internal:

• Legal Department
• Project Companies
• Company Directors
• Management

External:

• Government Bodies
• Law Firms
• Banks
• SARS

6. QUALIFICATIONS, EXPERIENCE AND SKILLS

Degree

• Advanced Diploma/NQF 6 Qualification in Business Management or Law;
• CIS or studying towards a Chartered Secretary with the Institute of Chartered Secretaries
• LLB Preferable

Experience

• 5+ Years as a Company Secretary
• Experience of minuting and managing board and committee meetings

Behavioural Competencies

• Ability to work within a team of members from varying cultural backgrounds as well as with counterparts of varying cultural backgrounds;
• Take ownership and responsibility, keep commitments, manage expectations;
• Ability to maintain high standards in terms of work quality, attention to details;
• Ability to work autonomously, prioritizing tasks and activities in line with business objectives;
• Ability to keep functioning effectively when under pressure and maintain self-control;
• Maintains high ethical standards;
• Confidentiality.

Language

• Fluent in English.

Specific Knowledge / skills

• Sound Knowledge of the Companies Act and King IV;
• Sound knowledge of corporate law and corporate governance principles;
• Ability to write accurate minutes which are a true reflection of meeting proceedings;
• Well-developed communication, presentation and negotiation skills;
• Analytical and problem-solving skills;
• Report writing skills;
• Sound interpersonal skills;
• Above average planning and organizing skills;
• Highest level of Integrity and good judgement;
• Excellent computer skills.

Location / travel

• Place of residence: Johannesburg, South Africa;
• Frequent travel through South Africa;
• Contract: full time job.

8. GENERAL RESPONSIBILITIES

• Adheres to the Company Policies and Procedures;
• Behaves in a responsible way;
• Lives the values of the Company.