Role Overview

The Deputy Company Secretary will manage the day-to-day operations of the Group Company Secretariat function activities, including PLC Board activity, listed company requirements, corporate governance, share plans, subsidiary governance and crucial year-end processes (including the AGM and Annual Report).

The role will involve considerable exposure to key stakeholders in the Group, including the Chairman, Board directors, Executive Committee members and other senior managers. The role will also be responsible for the management of, and day to day liaison with, key external stakeholders including the registrars, share plan administrators, employee share trustees and external auditors.

The role will play a significant part in shaping the development and future direction of the team, with regards to ensuring that the processes and activities of the Group Company Secretariat function are effective and efficient, driving a refresh of operations where required. The role holder will be expected to use their considerable experience of listed companies to help shape the operations, ways of working and structure of the function.

Key Responsibilities

• Management of the Group Company Secretariat team
• Day-to-day management of all aspects of the work of the Group Company Secretariat team.
• Acting as Company Secretary of record for the Group's principal banking subsidiary, Close Brothers Limited.
• Management of key external relationships with external providers / suppliers
• Oversight and management of, and liaison with, the registrars, share plan administrators, Employee Share Ownership Trustee and other key Company Secretariat relationships (including Diligent and Blueprint).
• Ensuring timely delivery of materials / actions by third parties, including dividend payments, Save-As-You-Earn (SAYE) / Buy-As-You-Earn (BAYE) invitations, sales following the calling of share awards by award holders.
• Oversight and responsibility for implementation and management of new Co Sec suppliers, including in relation to Board Intelligence and, InsiderTrack.

Group Board and Non-Executive Director (NED) Support

• Working with the Company Secretary on the development of agendas for meetings of the Group Board and its Committees (Audit, Risk, Remuneration and Nominations).
• Day to day oversight and close working with the Assistant Company Secretary in the preparation and distribution of Board and Board Committee packs.
• Being a key interface with NEDs, responding to queries and anticipating their requirements.
• Developing and maintaining induction and training materials for the Board.
• Working with the Company Secretary on the annual Board / Committee effectiveness evaluation.
• Management of activities to support Board engagement with stakeholders (including employees) and other activities relating to s.172 duties.
• Ownership of the Schedule of Matters Reserved for the Board and Board Committee Terms of Reference, and other corporate governance documentation.

Share plans and executive share awards

• Ownership of operational processes relating to the Group's executive (Long Term Incentive Plan (LTIP) and Deferred Annual Bonus) and all-employee share plans (SAYE and BAYE).
• Managing award grant, vesting, call and sale activity including for Executive Directors, in particular leading and ensuring smooth and effective processes for the calling of awards by senior executive and resulting share sales / remission of correct proceeds.
• Development of processes relating to share awards to ensure that they remain effective and efficient both for the Company Secretariat team and award holders.
• Preparation and submission of annual HMRC returns relating to share plans.

Year-end / annual processes

• Preparation and ownership of the Company Secretariat timetable for year-end and half-year processes.
• Responsibility for Annual General Meeting (AGM), including preparation of the AGM circular (and liaison with registrars / printers / mailing house on its distribution to shareholders) and logistical / practical arrangements (overseeing the work of the Company Secretarial Assistants in this area).
• Responsibility for effecting the annual purchase of shares by the ESOT and the purchase of on-market shares to be held in Treasury as part of the Group's hedging of awards made under share award plans.

Oversight of Corporate Governance developments and implications for the Group

• Keeping up to date on corporate governance / legal / regulatory developments relevant to the Group, and advising / updating the Company Secretary.
• Providing strategic advice and input on the implications of changes for the Group, and on any resulting changes needed to its governance arrangements or processes.
• Promoting best practice in corporate governance at Board, Committee, ExCo and subsidiary level.

Subsidiary governance

• Being a key interface to senior management across the Group in relation to subsidiary and corporate governance matters.
• Driving corporate governance best practice for Group subsidiaries.
• Oversight of processes for the formation and maintenance of Group subsidiaries, including annual processes for the approval of Annual Reports and declaration of dividends.
• Leading Company Secretariat input on project for the rationalisation of subsidiary / legal entities across the Group, coordinating strike off / winding up processes and working closely and effectively with other interested functions (including Finance, Tax, Legal and Compliance).
• Acting as Secretary for quarterly meetings of the trustees of the defined benefit pension scheme.

Regulatory and Compliance

• Providing advice on regulatory / company law requirements, including Listing Rules, Disclosure Guidance & Transparency Rules, the Companies Act and the Market Abuse Regulation.
• Responsibility for maintenance and filing of company records for Group companies, including oversight of the activity of the Company Secretarial Assistants in this area.
• Close working with Group Finance and HR / Reward functions and the external auditors on matters relating to year-end and half-year processes, including directors' emoluments, share award calculations.
• Oversight of processes for accurate and compliant issuance of periodic announcements required by the Listing Rules and DTRs (e.g. significant shareholder and total voting rights notifications).
• Ensure that all Governance and Compliance requirements are adhered to and all reporting and reviewing activities required by the Regulatory Bodies are carried out to the standards required.

People

• Recruit, train and employ high calibre employees within budget, headcount levels and temporary resource requirements.
• Coach, mentor, and develop staff, including overseeing new employee onboarding and providing career development planning and opportunities.
• Provide oversight and direction to employees in accordance with the firm's policies, procedures, standards and SLAs.
• Ensure that an effective performance review is operated in line with department guidelines, including setting objectives, personal development planning and performance standards with all direct reports.
• Working with the HR Business Partner, develop a culture of performance management, improvement and appraisal as a foundation for excellent organisational performance.

Skills & Experience

Essential

• A qualified company secretary with experience in a UK listed company environment (current member of ICSA or equivalent)
• Experience and proven ability to lead and manage the day to day operations of a listed company secretarial team
• Ability to combine effective delivery of the operational activities of the Company Secretariat function with providing input on the strategic direction / operation of the team
• Expert on company secretarial and company law matters (including Listing Rules, Disclosure and Transparency Rules and Market Abuse Regime)
• Understanding of requirements / expectations and developments in the listed company and corporate governance fields
• Deep knowledge of the operation of listed company share plans (LTIP, DAB, SAYE and BAYE), including grant, vesting, call and sale activity, and experience of liaising with external auditors and other internal functions (including HR / Reward and Finance) on relevant matters
• Broad experience of dealing with key external suppliers / providers to a listed company secretarial team (including registrars and share plan administrators)
• Excellent planning and organisational skills, and a positive, enthusiastic "can do" attitude
• Experience of dealing with NEDs and senior stakeholders (including executive directors.

Desirable

• Experience within a listed financial services organisation
• Experience of working alongside a Company Secretary who combines that role with other responsibilities (in this case, responsibilities as a Head of Legal)

Education & Qualifications

• Educated to degree level or equivalent (including Chartered Secretary (ICSA) qualifications).

Rullion celebrates and supports diversity and is committed to ensuring equal opportunities for both employees and applicants.