Company Secretary

Duties

• To provide company secretarial solutions and services to FNB Namibia Holdings Ltd and all its subsidiaries. To ensure on-going compliance with Statutory and Regulatory requirements in line with Corporate Governance rules. Assist the business in the implementation of policies to comply with legal and regulatory requirements and business processes. Provides guidance and management to subsidiaries with regards to Corporate Governance matters
• Responsibilities:
• Establishment, alignment and management of target and budget goals whilst ensuring effective control of costs the function to increase cost
• Identification and communication of potential financial risks with a company secretarial implication
• Cultivate and manage objective working relationships with a variety of stakeholders (Registrar of Companies, NAMFISA, Bank of Namibia, NSX), including external attorneys, FirstRand Group Legal Services and Governance, FNB Legal Services, business and external stakeholders and industry bodies to ensure business is in the position to obtain expert opinion on specialist areas of law, specifically Governance related matters
• Deliver exceptional service that exceeds customers’ expectations through proactive, innovative and appropriate solutions
• Maintenance of expert knowledge on relevant Corporate Governance industry best practices and provision of proactive advice and solutions to relevant stakeholders
• Provide timeous, professional advice and solutions in respect of Company Secretarial matters to persons within FNB, on request or initiated, resulting in business sustainability and risk mitigation
• Maintain a constantly updated 'library' of advice that has been requested and given in FNB
• Assist the pre-2014 FNB Namibia Share Incentive beneficiaries with any queries relating to the share allocations and vesting periods, preparing and distributing of share allocation letters to staff, attending to the administration of the scheme, and registration of purchase of shares
• Ensure that staff members understand the share scheme. Preparation of data and notification of upcoming vesting’s one week before actual vesting date and accuracy of data to FAS and HR for payments 1 week after vesting date
• Prepare and distribute board packs and assist the Company Secretary to ensure that the company’s main board, and that of each subsidiary company, is properly constituted, functioning properly and recording its activities, within the law and regulations
• Ensure that board members receive meeting documents on time and correctly for board preparation
• Ensure that the board as a whole and the directors individually are provided with detailed guidance as to how their duties, responsibilities and powers should be properly discharged in the best interest of the company
• Assist the Company Secretary in monitoring payments in directors’ fees and report annually to FNB external auditors. Ensure that payments are compliant with local tax legislation and within approved fees
• Draft minutes, distribute to respective members for proof reading and accuracy. Ensuring that minutes of directors' meetings are properly recorded
• Ensure that statutory files and minute books are up to date
• Ensure that board directors and invitees receive meeting invites on time and that meeting places are properly prepared. Ensure that the Annual Group Calendar is completed annually in a timeous manner
• Maintains statutory records, update company records, alteration of articles of association, appointment and resignation of directors, recording all special resolutions passed by FNBN and subsidiary companies ensuring that applications under the Companies Act for the establishment of any new subsidiary companies are met
• Attend to registration of change of name of companies, amendment of Articles, appointment and resignation of directors, lodgment of all such returns as required in terms of the Companies Act 2004 and attend to follow ups thereof
• Live the FNB Values
• Identify room for improvement or 'loopholes' in the current company secretarial department
• Manage personal development to increase own skills and competencies

Requisites

• Minimum qualification: LLB
• Admitted attorney will be an added advantage
• Qualification as Chartered Secretary will be a distinct advantage 3 to 5 years related experience post admission, with a preference for financial services experience
• A broad understanding of the financial services industry
• In-depth knowledge and understanding of relevant Legislation
• Specialist industry expertise
• Knowledge on principles of Corporate Governance, including NSX Rules, NamCode and Companies Act requirements
• Professional Registration: Chartered Secretaries Southern Africa (CSSA)

Notes

• Only shortlisted applicants will be contacted