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Purpose Of Role

The Company Secretary oversees governance at Rainbow Chicken and ensures an effective company secretarial function. The primary goal is to establish and implement a governance framework that complies with the Companies Act, JSE listing requirements, relevant codes, the company's MOI, and internal policies and procedures.

The Company Secretary must collaborate with the Board Chairman, CEO, and CFO and ensure the annual board work plan is well-organized and efficiently executed.

Qualifications And Experience Required

1. Educational Background:
   • Bachelor’s degree in law (LLB) and/or Business Administration CA(SA), or a related field.
   • Professional qualification such as Chartered Secretary (ICSA) or equivalent developmental courses.
2. Experience:
   • Minimum of 10 years of experience in a company secretarial role, preferably within a JSE listed company.
   • Proven track record of working closely with senior executives and board members.
   • Experience in the poultry or related industry is advantageous.
3. Skills:
   • Strong organizational and time management skills.
   • Excellent written and verbal communication abilities.
   • High level of integrity and professionalism.
   • Proficiency in using governance and compliance software tools.
4. Other:
   • Willingness to travel occasionally to the company’s operational sites, including poultry farms, production plants, and board meetings.
   • Ability to work flexible hours, especially around key regulatory filing deadlines or AGMs.

Key Areas Of Responsibility

  Strategy:

• In the Rainbow Chicken context, the Company Secretary will need to update and streamline the company secretarial operations. This involves creating and implementing a continuous functional plan, initially focusing on transitioning smoothly and effectively to a JSE-listed company structure. Following that, the goal is to design and establish a respected and efficient company secretarial function that is agile, fit for its purpose, appropriately sized, and consistently meets the expectations of the board and the CEO.

   Governance and Statutory Obligations:

• Developing and implementing a corporate governance framework involves establishing policies to guide governance at Rainbow. This includes regularly reviewing Board and Committee charters and measuring their effectiveness.
• Advising the Board on best corporate governance practices, including disclosure and transparency obligations, board composition, and shareholder rights.
• Organising board and committee meetings' schedules; handling logistics; distributing meeting packs; ensuring directors declare conflicts as per the Board Charter; attending meetings and taking minutes; promptly distributing minutes and ensuring follow-up; serving as the contact point for directors and professionally addressing queries and requests.
• Assisting with annual report preparation alongside Corporate Communications and draft the "Corporate Governance" section with input from the designated service provider.
• Coordinating induction and further development/training of directors.

   Compliance:

• Championing compliance with the Companies Act and JSE Listing requirements for Rainbow. They will lead a "community of governance practitioners" to implement Rainbow's policies and ensure good governance.
• Responsibilities include maintaining statutory registers and minute books, drafting resolutions, and filing various statutory forms and returns, including annual ones.
• Overseeing the update of the Corporate Delegation Framework ("Levels of Authority" from the Board to CEO and offer continuous advice on its implementation.

    Information Office:

• The establishment of the Information Office, with its main objectives being:
• development and implementation of a POPIA and PAIA framework throughout the business.
• development of a document retention framework throughout the business.

    Stakeholder and Shareholder Relations:

• Engaging with shareholders, securing approvals from the JSE when necessary, organising shareholder meetings, and documenting minutes.
• Managing relationship with key stakeholders including RMB (as our corporate sponsor), Computershare (as our transfer secretaries) and other suppliers.
• Managing and communicating with shareholders, ensuring timely dissemination of financial results, annual reports, and other relevant communications.
• Ensuring compliance with shareholder agreements, voting procedures, and disclosure of interest in shares.
• Coordinating and overseeing the company's investor relations, including organizing meetings with institutional investors and managing share registrar services.

   Functional Management:

• ·Managing people, as per approved organisational structure.

·  Budgeting and cost control.

• Acting as the principal point of contact for the Board and its subcommittees (Audit & Risk, Remuneration, and ESG Committees)
• Facilitating and attending Board meetings, ensuring minutes are accurately recorded and actions are followed up.
• Ensuring the timely preparation and distribution of Board and committee papers.
• Assisting in the induction of new directors and providing continuing education programs for Board members.

    Key Competencies

  Governance Expertise:

• Deep understanding of corporate governance principles and practices.
• Ability to develop and implement a corporate governance framework.
• Knowledge of the Companies Act, JSE Listing Requirements, and other relevant regulations.

  Strategic Planning:

• Capability to modernize and streamline the company secretarial function.
• Development and execution of a rolling functional plan.
• Aligning secretarial functions with the strategic goals of the company.

  Compliance Management:

• Acting as the Compliance Champion for the Companies Act and JSE Listing Requirements.
• Ensuring adherence to internal policies and statutory obligations.
• Coordinating governance activities and maintaining statutory registers.

  Board and Committee Coordination:

• Organizing and managing board and committee meetings.
• Preparing and distributing board and committee packs.
• Taking and distributing minutes, ensuring follow-through on actions.

   Stakeholder Relations:

• Managing relationships with key stakeholders such as corporate sponsors and transfer secretaries.
• Effective communication with shareholders and obtaining necessary approvals from the JSE.

  Information Management:

• Establishing and managing the Information Office.
• Developing and implementing POPIA and PAIA frameworks.
• Overseeing document retention policies.

  Leadership and People Management:

• Leading and managing a team, if applicable.
• Budgeting and cost control for the secretarial function.
• Coordinating the induction and training of directors.

  Legal Acumen:

• Providing ongoing advice and guidance on corporate governance and compliance matters.

 

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