Junadi Van der Merwe

I am an experienced company Secretary with approximately 15 to 18 years experience in both private and government sectors. I give a lot of attention to detail and am a self starter that can work with or without supervision.

GF Research Institute – Lead Independent Consultant – Governance and Company Secretariat practice.  (Current)

As a Lead Independent Consultant, I offer our clients assistance with CIPC (Company and Intellectual Property Commission) services, board meeting administration, dictaphone typing, minute taking, policy writing as well as comprehensive company secretarial services.  Designing and updating all forms of board policies and charters, and interacting with senior executives of the various organisations to ensure that these governance instruments are aligned to the business strategy and operations.  

Compliance and implementation of King IV™, and providing input and drafting various sections of the Integrated Report.  Also ensuring that all policies and external organisational reports subscribe to the highest standards of governance as they pertain to each industry sector.    

As CGF Research Institute we have developed a revolutionary digital Corporate Governance Framework.  I have been actively involved in the implementation as well as training related to the framework.  This involved researching various aspects of the client’s Corporate Governance Framework as well as providing recommendations on improving the systems and procedures within the organisation in question.

2. ETV (eMedia Holdings) – Group Company Secretary (October 2014 – March 2018)

Appointed as the Group Company Secretary eMedia Holdings Limited - November 2015.

Provide the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers; making them aware of any law relevant to or affecting the company and reporting to the company's board any failure on the part of the company or a director to comply with the Memorandum of Incorporation or rules of the company or the Companies Act to ensure that the Company operates within acceptable governance principles

Preparing for and organising meetings. This entails drafting and finalising the agenda and packs, organising the logistics, minute taking, response, feedback to specific agenda items / matters arising. Undertaking any follow up and maintaining professional relationships. Also raise matters that warrant the Board’s attention.

Monitor internal activities of the organisation to ensure compliance with all relevant statutory and regulatory requirements.

Ensure that the Board is aware of the obligations regarding legislation, regulations and standards required by codes of best practice.

Certify in the company's annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date ensuring that a copy of the company's annual financial statements is sent, in accordance with this Act, to every person who is entitled to it and carrying out the functions of a person designated in terms of section 33(3)

Lead and provide input into the preparation of the non-financial section of the Integrated Annual Report to ensure the report complies with the Companies Act and King IV.

Provide accurate and properly researched knowledge for the Board to make informed decisions.

Oversee the induction of new and inexperienced directors and executive management on their roles and responsibilities, legislative and regulatory requirements and standards, and develop mechanism for continuous education and training for all board members in order to improve and maintain the effectiveness of the entire board

To provide a central source of guidance and advice within the organisation on matters of business ethics and good governance.

Performing Board Evaluations on an annual basis.

Drafting of Annual Departmental budgets.

Ensuring letterheads are up to date.

Ensuring compliance with JSE Listing Requirements.

Appointed as the Information Officer in terms of the Promotion of Access to Information Act.

3. MUTUAL & FEDERAL – Assistant Group Company Secretary (Acting Group Company Secretary from May 2012 to November 2012) (January 2012 – September 2014)

Provide advice and guidance to Directors on their obligations under the Company’s Articles of Association (now Memorandum of Incorporation), company law and other relevant laws and regulations.

Maintain the statutory books of the company:

Completing necessary company documents and ensuring compliance with the Companies Act, Short Term Insurance Act and other relevant legislation.  

Ensure that statutory forms (including annual returns, director and auditor reports) are filed promptly with the Registrar of Companies

Attend meetings of the Board, shareholders and Board Committees and assist with drafting of the agenda, minutes, etc.

Act as a confidential sounding board to the Chairperson, Non Executive Directors and Executive Directors

Ensure that the company holds the AGM within the time limits specified.

Organise and administer Board meetings. These responsibilities include:

• notifying Directors of the time, date and place of the Board meeting, in good time
• preparing an agenda in liaison with the Chairperson
• ensuring that the agenda is accompanied by all documents that need to be considered by the Board in advance of such meetings
• ensuring that any registers that need to be inspected by the Board are available
• noting the sense of the meeting in the minutes
• preparing minutes, obtaining Chairperson approval and distributing them to members for approval at the next meeting
• making the minutes available to the auditors

Communicate, where appropriate, outcome of Board deliberations throughout the organisation

Initiated the Board Evaluation for first time implementation.

Liaising with Old Mutual plc in relation to procuring the necessary approval for waivers to the Group Operating Model or any matters that might require approval from Old Mutual plc.

Drafting the Memorandum of Incorporation to replace the current Memorandum and Articles of Association.

Ensuring Compliance with the Group Conflict of Interest Policy and ensuring that the required action was taken when there had been a contravention of the Conflict of Interest Policy.

General oversight of the Company Secretarial duties of the subsidiaries in Botswana and Namibia.

Advising on corporate governance and compliance matters relating to “cross-border” acquisitions.

Drafting of Annual Departmental Budgets.

Serving as a member on the Health and Safety Committee and the Business Continuity and Disaster Recovery Committee.

4. BLUE IQ – Deputy Company Secretary (December 2007 – December 2011)

Full Company Secretarial Function for Holding Company as well as 4 subsidiary companies, including but not limited to advising the Board on their duties under specific legislation such as the PFMA.  

• Scheduling and coordinating meetings;
• Preparing and ;
• generating packs for various meetings;
• Attending, recording and transcribing of proceedings at board and committee meetings;
• Filing and safe custody of documents;
• Drafting and compilation of reports;
• Completing necessary company documents and ensuring compliance with the Companies Act and other relevant legislation;
• Controlling the receipt, identification and storage of all company documents;
• Number, record, file and distribute all company documents to necessary stakeholders;
• Providing the Holding Company’;
• Board and subsidiary board and board committees with guidance and advice regarding proper corporate governance and board structures;
• Ensuring Board payments are processed and paid in accordance with the approved Board Remuneration Policy;
• Ensuring all the required CIPRO documents are lodged;
• Ensuring all annual returns are paid up to date;
• Ensuring compliance with the PFMA, Treasury Regulations, the Companies Act, King III as well as advising on the changes that would be required as a result of the New Companies Act;
• Ensuring that all Governance and Compliance Audit Findings are cleared and/or assisting the auditors in sourcing the necessary evidence of compliance;
• Liquidation and registration of companies;

5. PEERMONT GLOBAL – Assistant to the Group Company Secretary (Temp Position)
(June 2007 – November 2007)

General administrative duties relating to company secretarial services, including but not limited ensuring all Agenda’s and Matters Arising schedules are done and Board packs distributed on a timeous basis.  

6. EDWARD NATHAN SONNENBERGS – Legal Secretary (Professional Assistant) (June 2004 – March 2007)

General administrative duties and personal assistant duties.

7. SASFIN FINANCIAL SERVICES – Legal Administrator on Pension Funds

• Drafting pension fund rules
• Securing quotes on Group Life and Disability Cover;
• Advising on new legislation relating to the Pension Fund Industry.

8. UNIBANK – Legal Assistant

• Working through various contracts relating micro loans; 
• Attending to complaints received from the Ombudsman;
• Advising on any new legislation relating to the Micro lending industry.
 

UNISA:  LLB (not completed) 
ICSA:  CIS I, CIS II, CIS III (only outstanding subject Financial Accounting III)