Company Secretary - Glasgow

Opportunity for an experience Company Secretary or Deputy Company Secretary to join an award-winning financial services organisation. This role will be fully remote-working.

Role Profile:

• The Company Secretary will lead on building the Company Secretarial and governance capabilities and will provide full company secretarial and corporate governance support to the Board and Board Committees. This role will be an initial 12 month contract.

 

• The role holder will also support the CEO, in conjunction with other members of his team, in maintaining high standards of corporate governance across the executive management governance framework. 

 

• This is a senior leadership role requiring a broad, technical Company Secretarial skill set and competence. The Company Secretary will need to be comfortable managing the full remit of role responsibilities, including all compliance matters related to a regulated industry, with minimal technical supervision, and must be confident in engaging at a senior level with both the CEO and Board Chair.

 

Responsibilities:

 

• Provide authoritative and timely guidance to the Board Chair, Committee Chairs, CEO and Directors on, and ensure the company is at all times compliant with, all relevant aspects of company law, corporate governance best practice and regulation.

 

• Lead on the coordination and administration of the Board and Board Committee meetings (and as necessary ad-hoc working sessions as agreed with the Board Chair and CEO).

 

• Set and maintain the annual calendar of meetings and the schedule of matters to be brought to each meeting ensuring arrangements are communicated in a timely manner to all relevant stakeholders.

 

• Manage the agenda setting process in conjunction with the Board Chair, Committee Chairs and CEO.

 

• Request and collate the papers for each meeting ensuring they meet the required standards to inform effective discussion and decision making and are published on a timely basis.

 

• Manage the practical set up and facilitation of each Board and Board Committee meeting including the use of technology and instructions for presenters.

 

• Attend each Board and Board Committee meeting and produce the Minutes and follow up on actions arising.

 

• 3Provide quality assurance on all Board and Board Committee material including on Board and Board Committee MI, maintaining templates and guidance notes as necessary, arranging and conducting training and providing feedback to ensure continuous improvement.

 

• Advise on and take the lead in drafting Board and Board Committee papers and Board and shareholder resolutions (including the circulation and execution thereof) pertaining to corporate governance matters.

 

• Provide input to key governance and reporting documents including the Annual Report and Accounts and relevant regulatory reporting.

 

• Ensure that the matters reserved for the Board and shareholder reserved matters as prescribed in the constitutional documents that govern the joint venture, are complied with and supported by the governance framework.

 

• Support the Board Chair, Committee Chairs and CEO on corporate governance projects including providing advice and co-ordinating the set-up and maintenance of any confidentiality arrangements.

 

• Manage all company secretarial elements of any corporate actions including liaising with directors and shareholders as necessary and the drafting, coordination, execution and filing of all necessary Board and / or shareholder resolutions and related documentation. Examples include equity raising and dividend payments.

 

• Lead the design and implementation of Board level corporate governance arrangements, policies and processes.

 

• Working with the relevant Chair, manage the end-to-end process to set up any new Board Committee.

 

• Coordinate the annual training and development calendar for directors and oversee its delivery in conjunction with the Board Chair maintaining appropriate records.

 

• Support the Board Chair and Committee Chairs in the regular review of the effectiveness of the Board and Board Committees including the coordination and follow-up on any actions arising to improve effectiveness.

 

• Support the Board Chair and Committee Chairs in keeping the composition of the Board and Board Committees under regular review and lead on the company secretarial steps necessary for the appointment and on-boarding of new directors, and the replacement of serving directors.

 

• Assist with the production of a skills matrix and the subsequent drafting and approval of a role profile for each Board appointment.

 

• In conjunction with the Board Chair and CEO, coordinate the appointment of and engagement with a third-party search firm to be used for independent Non-Executive Director appointments.
• Coordinate with stakeholders in Risk and HR in relation to any regulatory approvals and pre-appointment due diligence required ensuring an orderly and timely process liaising with the appointee to complete all required documentation.

 

• Draft all Board papers, recommendations and resolutions, and as necessary shareholder resolutions, in relation to Board or Board Committee appointments and resignations and action all necessary statutory filings.

 

• Draft and liaise with the Board Chair to finalise all Letters of Appointment and Deeds of Access, Insurance and Indemnity. Liaise with relevant stakeholders to ensure directors are covered under Directors & Officers Liability Insurance arrangements. 

 

• Coordinate the induction arrangements for new directors in conjunction with the Board Chair.

 

• Coordinate the payment of fees for independent Non-Executive Directors and ensure a periodic review of fees is undertaken, with recommendations made to the Board as necessary, in comparison to relevant benchmarks.

 

• Ensure that company registers are maintained and statutory filings are submitted on time including in relation to all annual and event driven requirements.

 

• Act as an effective interface between the Board Chair and the CEO helping align internal governance processes to the expectations of the Board, supporting the carrying out of Board directives and ensuring continuous improvement.

 

• Respond to enquiries, including from the company’s auditor and shareholders, in relation to Board, Board Committee and shareholder approved matters

 

• Keep up to date on developments in company law, corporate governance best practice and relevant regulation and make recommendations to the Chair, Committee Chairs, Board and CEO as relevant on action necessary in relation to the company’s corporate governance framework.

 

• Keep up to date on and have in place, including making effective use of, the tools necessary to ensure the effective operation of the Board and Board Committees and the provision of company secretarial services, including Board portal software and an appropriate legal entity management system.

 

Requirements:
 

• Experienced Chartered Secretary or hold an equivalent relevant legal qualification.

 

• Proven track record as a Company Secretary / Deputy Company Secretary in a private limited company ideally gained in asset management or wider financial services.

 

• Credibility with and a strong track record in influencing senior stakeholders including Board level.

 

• Proven ability to operate and communicate effectively and win the confidence of Board members and other senior stakeholders at a senior management and Board level.

 

• Highly organised; ability to delivers results, often under pressure, and to manage multiple tasks and prioritise deadlines.

 

• Demonstrate a pro-active, forward-thinking approach to work.

 

• Ability to understand complex issues; logical approach to problem solving.

 

• Ability to interpret the impact of industry, legal, regulatory and economic factors & events

 

• Excellent communication skills, including Minute taking to a professional Company Secretary standard.

 

• Experience of continuous improvement and an ability to innovate and deliver change.

 

• An experienced Company Secretary with expert level technical understanding and strong practical application of company secretarial practices and corporate governance best practice.

 

• Thorough knowledge of the Companies Act and the legal responsibilities of directors and private limited companies in the UK and of corporate governance best practice.

 

• Knowledge of asset management regulation and broader financial services regulation.

 

On Offer:

On offer is a highly competitive salary and benefits package and the chance to work with an award-winning innovative company.

 

To Apply:

 

For a confidential discussion about this position or to apply, please contact:

David Thomson, Director

Telephone:  Glasgow: +44 (0) 141 244 0260  London: +44 (0) 203 174 2482

Email: david@thomsonlrc.com