Title:  Governance Manager

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Immediate Superior: Legal Director & Group Company Secretarry
Location: Sandton, Johannesburg
Function: Legal
Type of Contract: Permanent
Reference Number: 152088
Closing Date: 11/02/2025

Purpose:

• The Governance Manager is responsible for overseeing and strengthening the organisation’s governance framework, ensuring effective corporate governance, statutory compliance, and robust management of governance-related master data. The role supports the Board, its committees, and the executive team by providing expert governance advice, coordinating governance processes, and ensuring that governance information is accurate, consistent, secure, and fit for purpose across the organisation.
• This role incorporates key company secretarial and board governance responsibilities and acts as a central point of coordination for governance standards, policies, processes, and reporting.

Key Responsibilities:

Corporate & Legal Governance Framework

• Develop, implement, and maintain the organisation’s legal and corporate governance framework, including governance policies, charters, delegations of authority, and standards aligned to applicable legislation and recognised governance codes (e.g. King IV).
• Ensure governance frameworks and processes remain fit for purpose through regular review, benchmarking, and continuous improvement.
• Provide subject-matter expertise and guidance on governance matters to the Legal Director and Group Company Secretary, executive management, and the Board.

Board & Committee Governance (Company / Board Secretarial Oversight)

• Act as a key governance advisor to the Board, through the Chair, on governance, statutory, and procedural matters.
• Coordinate and govern Board and committee processes, including annual workplans, agendas, papers, minutes, resolutions, and action tracking.
• Collaborate with the Chair, Board members, and executive leadership to ensure agendas are appropriately prioritised and support effective decision-making and discharge of fiduciary duties.
• Maintain statutory registers, Board documentation, and governance records in compliance with legal and regulatory requirements.

Statutory Compliance & Regulatory Oversight

• Ensure the organisation’s compliance with statutory, regulatory, and corporate governance obligations across all legal entities.
• Monitor changes in legislation, governance codes, and regulatory expectations, assessing impact and advising on required actions.
• Coordinate governance-related filings, disclosures, and approvals, ensuring accuracy, timeliness, and completeness.

Policies, Controls & Governance Processes

• Develop, review, and maintain governance-related policies, procedures, and frameworks, ensuring alignment with legal requirements and organisational strategy.
• Establish and maintain clear governance processes and controls to support accountability, transparency, and effective oversight.
• Facilitate governance approvals, delegations, and decision-making frameworks in collaboration with key stakeholders.

Stakeholder Engagement & Advisory

• Work closely with Legal, Risk, Compliance, Finance, HR, and executive management to embed governance principles across the organisation.
• Build and maintain effective relationships with internal and external stakeholders, including regulators, advisors, and service providers, where required.
• Provide a high standard of professional service, advice, and support to internal clients and governance stakeholders.

Governance Records & Information Management

• Oversee the integrity, confidentiality, and accessibility of governance records, including statutory records, Board documentation, and legal governance artefacts.
• Ensure governance information is managed securely, consistently, and in line with legal, regulatory, and internal requirements.

Training, Awareness & Culture

• Promote strong governance culture across the organisation through guidance, awareness initiatives, and targeted training for Board members, executives, and management.
• Support onboarding and ongoing governance education for Board and committee members.
• Continuous Improvement & Operational Excellence
• Drive continuous improvement in governance processes, systems, and practices to enhance efficiency, quality, and risk management.
• Identify and implement improved methods, systems, and workflows that strengthen governance outcomes while optimising cost and effort.
• Encourage a culture that values sound judgement, accountability, innovation, and adherence to governance standards.

Leadership & Governance Programme Delivery

• Lead and coordinate governance initiatives and projects, ensuring delivery against agreed objectives, timelines, and quality standards.
• Where applicable, provide leadership, coaching, and oversight to governance or legal support resources.
• Track governance effectiveness and report on key governance risks, improvements, and outcomes to senior management and the Board

Legal Advisory

• Manage and lead a defined portfolio in support of prescribed business areas in collaboration with the legal team.
• Provide expert and strategic legal advice on a broad spectrum of business and regulatory matters, including corporate governance, employment, intellectual property, data protection, and industry-specific regulation to management.
• Set internal governance policies and manage the impact of external factors.
• Assist with ensuring compliance with relevant policies, including Competition Law and Dawn Raid Guidelines, Code of Conduct, Conflict of Interest, Anti-Bribery, Gifts & Entertainment and Ethics & Whistleblowing
• Create associations of trust and respect with key stakeholders.
• Deal with external parties to the extent necessary at the time (regulators, external counsel, politicians and clients).
• Draft agreements that minimize risks and maximize legal rights.
• Keep abreast of legislative changes.
• Handle all potentially litigious matters in a commercially viable manner and ensures where possible that recourse to courts is a last resort.
• Analyse and anticipate legal risks tied to business activities and craft strategies to mitigate them.

Education & Experience:

• LLB or similar legal qualification
• Admission as attorneyMinimum of 8 years of experience in governance or a related field.
• Experience as a Company Secretary of boards and sub-committees is a strong required (Social and Ethics and Audit and Risk particularly).
• Corporate & Legal Governance Expertise - Provides a solid foundation in corporate law, statutory interpretation, compliance, and legal risk.
• Proven track record of engagement with Boards, executives, regulators, and external counsel.
• In-depth understanding of the Companies Act, corporate governance principles, frameworks, and best practice (e.g. King IV or equivalent).
• Ability to interpret legislation, governance codes, and regulatory guidance and translate these into practical governance processes.
• Experience in developing and implementing governance policies, procedures, and standards.
• Proven capability in supporting Boards and Board committees, including governance oversight of agendas, papers, minutes, and resolutions.
• Strong understanding of fiduciary duties, director responsibilities, and ethical leadership.
• Ability to advise the Chair and Board on governance matters with confidence and independence.
• Strong project management and leadership skills.
• Excellent communication and collaboration skills.
• Ability to work independently and as part of a team

The Company’s approved Employment Equity Plan and Targets will be considered as part of the recruitment process. As an Equal Opportunities employer, we actively encourage and welcome people with various disabilities to apply. Heineken Beverages (South Africa) (Pty) Ltd) is committed to an organisational culture that recognises, appreciates and values inclusion and diversity. You must be fully eligible to live and work in South Africa to apply.