Company Secretary

1. POSITION DETAILS

Position Title:

Company Secretary

Reports to:

ENGIE Southern Africa General Counsel

Department:

Legal

Period:

Full Time - Local Employment Agreement

Location:

Woodmead, Johannesburg - South Africa (relocation to Bryanston in December 2024)

CLOSING DATE

17 October 2024

2. BACKGROUND

ENGIE group is a global reference in low-carbon energy and services. Together with our 170,000 employees, our customers, partners and stakeholders, we are committed to accelerate the transition towards a carbon-neutral world, through reduced energy consumption and more environmentally-friendly solutions. Inspired by our purpose (“raison d’être”), we reconcile economic performance with a positive impact on people and the planet, building on our key businesses (gas, renewable energy, services) to offer competitive solutions to our customers. For more information please visit: www.engie.com or www.engie-africa.com

ENGIE's Hub for the Asia Middle East and Africa (AMEA) region is headquartered in Dubai. The region has activities in large scale power generation, water desalination, district cooling, energy solutions and renewables including green hydrogen, wind and solar. We act throughout the value chain: strategy, design, engineering, energy-efficient asset construction, digital platforms, operations management, financing syndication and outcome assurance. And, by using globally leading technologies, we create innovative energy and smart solutions that help to make the world a better place.

ENGIE is a substantial shareholder of entities building, owning and operating power stations in South Africa, including Amstilinx (RF) (Pty) Ltd, Amstilite (RF) (Pty) Ltd, Ramizone (RF) (Pty) Ltd, Main Street 957 (RF) Pty Ltd, Mulilo BTE Prieska PV (RF) Pty Ltd, Aurora Wind Power (Pty) (RF) Ltd, Xina Solar One (Pty) (RF) Ltd, Kathu Solar Park (Pty) (RF) Ltd, Avon Peaking Power (Pty) (RF) Ltd and Dedisa Peaking Power (Pty) (RF) Ltd (the “Project Companies”). ENGIE, in its capacity as shareholder, provides support, including legal assistance, to such entities during the projects’ operational phase.

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).

This role will report to the ENGIE Southern Africa General Counsel, with primary focus on South Africa. However, it could include other countries across Africa.

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 as 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 accurate and up to date;
• Draft all company resolutions, obtain signatures and handle 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 and other documents, and maintain the 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 the ENGIE Southern Africa General Counsel with legal administration when required to ensure smooth running of the Legal Department;
• Manage the Assistant Company Secretary;
• Manage 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

Qualifications

• Minimum an Advanced Diploma in Business Management or Law or NQF equivalent;
• CIS or studying towards a Chartered Secretary with the Institute of Chartered Secretaries;
• LLB degree preferred.

Experience

• More than 5 years’ experience 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 throughout South Africa;

8. GENERAL RESPONSIBILITIES

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