Job Description

Position summaryIndustry: LegalJob category: Legal DepartmentLocation: Cape TownContract: PermanentEE position: NoIntroductionThis is a key governance role responsible for supporting the Group and Deputy Company Secretaries in ensuring compliance with statutory and regulatory requirements and providing strategic guidance on matters concerning corporate governance and business integrity. The key component of this management role entails providing full support to the Deputy Company Secretary on all company secretarial and corporate governance matters. This includes overseeing the governance academy which facilitates training and awareness across the Group on governance topics. The role is expected to output at a senior level and has end-to-end responsibility for company secretarial and governance awareness across the Group, with subordinates reporting into the roleJob descriptionThe Board and Committees

• Overseeing the preparation of Board and Committee meeting materials for WHL, the

South African subsidiaries (Subsidiaries), and Trusts, including agendas,
governance-related Board and Committee papers, and supporting documents.

• Drafting minutes of WHL Board and Committee meetings, decisions and round robin

resolutions for review; and overseeing the same deliverables for Subsidiaries.

• Supporting the Deputy Company Secretary in ensuring that all meeting materials/packs

and critical business information are dispatched timeously to all directors to enable them
to adequately execute their fiduciary duties.

• Assisting the Deputy Company Secretary with the Board induction process by preparing

high level induction session agendas, presentations and packs.

• Supporting the annual WHL Board and Committee evaluation and reporting processes

and compiling regular updates for the Board on progress against evaluation outcomes.

• Maintaining the Board's Declaration of Interest files and the website register, ensuring that

they are updated as and when required (at a minimum on a quarterly basis), and that the
register of directors' interests on the website is updated at the end of every financial year.
Corporate governance

• Supporting the Deputy Company Secretary in maintaining compliance with the

Companies Act 71 of 2008 (as amended), JSE Listings and Debt and Specialist Securities
Requirements and King IVxe2x84xa2 governance principles.

• Monitoring changes in relevant legislation and corporate governance standards and

preparing briefing notes for the Deputy and Group Company Secretaries.

• Assisting the Deputy Company Secretary in maintaining and updating the Group

Governance Framework, Board Charters, Committee terms of reference, policies and
delegations or levels of authority.

• Monitoring insider trading activities for compliance with the requirements of the

Insider Trading Act and STRATE, including the preparation and submission of all relevant
communications to the JSE through WHL's Sponsor, including SENS announcements.

• Monitoring changes in shareholdings, including reviewing the monthly shareholder

analysis, to identify any changes requiring Section 122 notification to the
Takeover Regulation Panel (TRP) and issuing of SENS announcements.

• Deal with all JSE Category transactions entered into by the Group.
• Deal with all Treasury & Debt Programmes
• Draft all necessary external reports and manage the production of all reports and

publishing on the WHL website, working closely with finance.

• Providing strategic leadership in governance education and compliance awareness

across the business, driving a robust governance culture through appropriate learning
solutions and knowledge management.

• Design and implement comprehensive governance education plans that are aligned with

business objectives and regulatory requirements.

• Lead the development and maintenance of compliance and governance training

programmes, ensuring accessibility across multiple learning and communication
platforms and learning formats.

• Oversee or undertake the creation and regular updating of governance policies and

learning content, including digital resources, video materials and interactive training
modules.
Shareholders and related stakeholders

• Assisting with the processes and procedures relating to shareholders' meetings, including

the Annual General Meeting (AGM).

• Assisting with the preparation of AGM notices, general meeting circulars and other

documentation to be addressed to shareholders, including obtaining JSE and other
regulatory (e.g. TRP) approvals.

• Supporting the Deputy Company Secretary with the end-to-end processes for shareholder

roadshows, including documenting of key discussion points and drafting of Board and
Committee shareholder engagement feedback papers.
General Administration & special projects

• Taking full accountability for an effective and efficient end-to-end board process, including

logistics, for the WHL Board, Committees and Subsidiaries.

• Ensuring that the Board's annual corporate calendar is prepared at least two years in

advance and communicated to all relevant stakeholders.

• Ensuring that WHL and Subsidiary statutory registers, Trust records, minute books and

other corporate records are maintained up to date and that all annual returns are filed.

• Liaising with the transfer secretary and Company's sponsors as and when required and

upon the request of the Group and/or Deputy Company Secretary.

• Liaising with service providers regarding the monthly shareholder analysis and detailed

financial year-end analysis of the share register to enable accurate data to be extracted
for the annual reports.

• Providing input into the annual financial statements and Integrated Annual Reports.
• Maintaining governance-related content on the WHL website, including updating and

replacing of content.

• Managing the closed and open period notifications to directors, Exco and the business.
• Manage, guide and deliver special/ad hoc projects and corporate actions to completion.

Team leadership

• Leading and supervising the team, including providing guidance on governance and

compliance matters, special/ad hoc projects and corporate actions to completion.

• Managing workload distribution and ensuring that deadlines are met.
• Conducting performance reviews and identifying development opportunities for team

members.Minimum requirementsAbility to execute this role at a mid-management level, applying discretion, diplomacy, and
emotional intelligence.

• Practice a high level of integrity, professional ethics and independent judgement.
• Maturity to deal and communicate effectively with directors, senior executives and senior

external stakeholders, on behalf of the Group and/or Deputy Company Secretary.

• Ability to communicate effectively, both orally and in written form.
• Extensive working knowledge of the JSE Listing Requirements, Companies Act and King IVxe2x84xa2

governance principles and ability to ensure compliance is maintained.

• Proven experience with end-to-end Board and Committee processes, minute-taking and Board

report writing.

• Strong attention to detail and solid planning abilities.
• Ability to work under pressure and meet strict deadlines.
• Ability to mentor, guide and develop team members.
• Ability to work effectively as part of a broader team and to foster positive relationships.
• Courage to raise issues and concerns and be accountable and transparent for all actions and

decisions.JOB REQUIREMENTS

• Seven to 10 years' experience in a listed corporate environment, preferably in a managerial

role with line management accountability

• Legal or Accounting qualification and/or CIS qualification
• Other qualifications will be considered, subject to number of years' experience in the company

secretarial and/or corporate governance fields.

Woolworths