Deputy Company Secretary
Purpose of Role:
The Deputy Company Secretary is responsible for the day to day management of the Secretariat function, delivering an efficient and effective company secretarial service while ensuring the Group complies with its obligations in respect of stock exchange regulations, company law and corporate governance guidelines.
Ethics and Compliance Responsibilities:
Ensure that all activities and behaviours are carried out in accordance with the company's Ethics and Compliance Policies and Procedures, and to complete any compulsory compliance training as required
Areas of Accountability, Responsibility and Competence:
Corporate Governance
Support the Company Secretary in monitoring external developments on all matters of Corporate Governance and corporate administration;
Support the Company Secretary in the design of relevant corporate governance policies and procedures to ensure that the Company and its officers comply with the requirements of the UK Corporate Governance Code and other applicable best practice guidelines;
Conduct an annual review of the Company's compliance with best practice corporate governance and, working with other members of the company secretarial team, provide a report to the Board on the outcome of that review setting out recommendations for improvement where applicable;
Work with other team members, as required, in respect of the design, roll-out and maintenance of an appropriate governance framework for overseas subsidiaries;
Keep under review, maintain and update a comprehensive manual setting out the Group's corporate governance framework.
Legal and Regulatory Compliance
Monitor and interpret changes in legislation and regulation and make regular updates to the Company Secretary;
Establish and oversee the implementation and maintenance of policies and procedures to ensure compliance with applicable law and the FCA's Listing, Prospectus, Disclosure and Transparency Rules;
Ensure Insider Lists and project lists are maintained and updated and required notifications and acknowledgements received in accordance with the relevant Company policies;
Ensure timely drafting and release of regulatory announcements in accordance with FCA Disclosure & Transparency Rules and Listing Rules.
Shareholder Communications and Shareholder Meetings
Ensure that the annual report production process is carried out with due regard to the applicable legislation, regulations and best practice recommendations and that production timetables take due account of required information flows to/from the Board, its Committees and individual Directors;
Draft the Corporate Governance section of the Annual Report, liaising where necessary with remuneration consultants in respect of the Directors' Remuneration Report, and ensure that such reports are produced in a timely manner and in accordance with legal and regulatory requirements and applicable best practice guidelines;
Ensure that the Directors' Report, Shareholder Information and Directors' biographies are accurate, compliant and produced in accordance with required timescales;
Work with other team members to ensure delivery of the AGM process and production of the Notice of Meeting and other ancillary documentation;
Work with other team members to ensure that relevant approvals are obtained, filings and notifications made, and documents dispatched in accordance with legal and regulatory requirements;
Ensure that shareholder correspondence and telephone enquiries are dealt with in a timely manner, liaising with the Company's registrar as appropriate.
Board Support
Deputise in the absence of the Company Secretary at Board and Committee meetings as required;
Act as Committee Secretary to the Audit & Risk Committee, HSES Committee and Disclosure Committee;
Support the Company Secretary with the management of Board and Committee processes and procedures;
Ensure that the documentation which governs Board operations is maintained in an accurate and timely manner;
Conduct an annual review of Board and Committee Terms of Reference and Matters Reserved for the Board;
Support the Company Secretary in the maintenance of rolling agendas for the Board and Board Committees;
Support the Company Secretary, as necessary, in the implementation of the annual Board Performance Evaluation;
Support the Company Secretary in the maintenance of an induction programme for new Directors;
Support the Company Secretary in the maintenance of an ongoing training and development programme for Directors.
External Engagement and Relationship Management
Manage relationships with external service providers to ensure that service levels are maintained and costs managed;
Work with external providers to continually improve services and deliver cost savings where possible;
Review and negotiate contract terms as necessary to ensure risks are managed and cost efficiencies achieved.
Corporate Actions and Strategy
Work with the Company Secretary to provide company secretarial support in respect of corporate actions (e.g. M&A work, reorganisations, share capital reconstructions).
Management of Share Schemes
Ensure that any new share schemes are implemented in accordance with the Listing Rules and relevant best practice;
Work with HR to ensure that the preparation and delivery of communications to global employees in respect of the Company's share plans is compliant with the rules of those plans and applicable legislation;
Manage the relationship with the Company's share plan administrator and Employee Benefit Trust and ensure that the Company's share plans are administered in accordance with the relevant plan rules;
Oversee the process for the grant and vesting of awards under the Company's share plans;
Manage the HMRC return process for the Company's share plans;
Act as intermediary for the provision of management information on the Company's share plans.
Matrix Project Support
Work with the wider team to ensure continuity of company secretarial support to legal, tax and treasury as required.
Project Management
Drive and oversee project planning and implementation as directed by the Company Secretary to improve the delivery of company secretarial services.
Team
Establish positive working relationships with members of the Company Secretarial team, providing support as required;
Oversee the delivery of the Secretariat Services strategy as directed by the Company Secretary;
Prepare weekly agendas for team meetings and follow up actions;
Establish and maintain a comprehensive manual of listed operating policies and procedures for the Company Secretarial function and identify and implement changes required to ensure compliance and/or improve efficiency.
Financial accountability / activity indicators (optional)
Support the Company Secretary in active management of Company Secretarial costs.
Critical Skills, Qualifications, Experience, etc.:
Associate of the Institute of Chartered Secretaries and Administrators
Significant PQE at FTSE listed companies
Skills / experience:
Strong technical and leadership skills, as well as commercial awareness
ACIS/FCIS member of the ICSA with significant experience gained within a FTSE listed company
Minute writing skills
Knowledge (e.g. systems, software, procedures, regulations):
In-depth knowledge of the Companies Act 2006; the FCA Prospectus, Listing and Disclosure & Transparency Rules; the UK Corporate Governance Code
Microsoft Office (particularly Word and Excel)
Bespoke or mainstream systems (e.g. Blueprint OneWorld; RNS Submit)
Attributes and behaviours:
A self-motivated, enthusiastic and confident decision maker
Excellent written and verbal communication
Strong influencing skills to establish positive working relationships at every level of the organisation
A multi-tasker with excellent attention to detail
Able to operate with a high level of discretion, urgency and diplomacy