Head of Governance & Company Secretary

With a company culture rooted in collaboration, expertise and innovation, we aim to promote progress and inspire our clients, employees, investors and communities to achieve their greatest potential. Our work is the catalyst that helps others achieve their goals. In short, We Enable Possibility℠.

The Head of Governance & Company Secretary shall ensure that each Arch UK company and their respective Board of Directors operate in accordance with all applicable legal and regulatory requirements and observe sound corporate governance in line with best practice.

Role Type

We are open to considering candidates that are looking for a part-time position, ideally 3 days per week.

Key Tasks and Responsibilities

• Lead and manage the Governance Team in delivering robust governance and company secretarial services to the Arch UK Companies.
• Advise the Board of Directors and senior management on all governance matters, including advising directors and senior management on their duties and ensuring they comply with relevant corporate legislation and constitutional documents.
• Ensure the organization has an effective governance framework that enables strategic decision-making and aligns with the 2024 Corporate Governance Code.
• Provide necessary governance training to key stakeholders to ensure that sound governance practices are embedded within the business.
• Arrange all meetings of the Board of Directors, Board Committees and relevant Management Committees, including managing the meeting calendar, drafting agendas, collating and distributing meeting materials, attending meetings, taking and producing minutes and ensuring that actions are appropriately closed.
• Establish and maintain the Company's registered office for any formal communications.
• File annual and ad hoc notifications, returns and filings on Companies House on a timely and accurate basis (e.g., Confirmation Statements and financial statements), including with respect to any significant changes in the Company's structure or management.
• Develop, maintain and keep under review the UK Company's corporate and statutory records, including key constitutional documents.
• Support the General Counsel and Legal team, including with written resolutions, certificates, new subsidiary incorporations, liquidations, share issues/transfers and restructurings.
• Oversee (in conjunction with the Chair) the annual Board effectiveness review, the Board skills review, the director training programme and succession plans of the Board.
• Respond to business information requests regarding any of the Arch UK Companies.
• Oversee the Signing Authorization and Delegation of Authority Policy, maintaining accountability through the delegated authorities table.
• Foster an inclusive work environment that values diverse perspectives and encourages collaboration and promotes a culture of feedback and continuous improvement, empowering team members to share ideas and contribute to decision-making processes.

Role Requirements & Skills

Skills / Competencies

• Highly organised, professional and diplomatic.
• Ability to inspire and guide a team towards achieving goals in an efficient manner.
• Excellent written and oral communication skills, with the ability to interact confidently and professionally with directors, senior executives and other stakeholders from a wide range of disciplines and backgrounds.
• Thorough understanding of the roles, responsibilities and workings of Boards and Board Committees.
• Familiarity with the Companies Act and the 2024 Corporate Governance Code.
• Strong attention to detail and accuracy.
• Strong team player who can also work independently.
• General computer literacy, including Excel, Word, PowerPoint.

Qualifications

• Educated to degree level.
• Partly or fully ICSA qualified.

Experience

• Direct experience of applying corporate law and good governance best practice at Board level.
• Solid company secretarial experience in financial services (preferably insurance).
• Familiarity with operating in the Lloyd's insurance market is desirable.