Deputy Company Secretary

About DFT Operator

Join Our Team at DFTO

DFTO is the government’s public sector rail owning group. Its purpose is to bring all currently privately-owned train operators into public ownership in advance of the creation of Great British Railways in 2027 - and deliver improvements in the here and now by unifying and integrating train operations under common public ownership.

DFTO has over 30,000 employees, runs over 11,000 services a day and delivers over 930 million customer journeys across its networks every year. 7,000 people joined the railway family in the last year

Major improvements are being delivered by DFTO train operators (TOCs) that are already under public ownership - these are LNER, Northern, TransPennine Express (TPE), southeastern, South Western Railway (SWR), c2c, Greater Anglia, WM Trains, GTR. and Chiltern.

We work closely with the DfT but operate independently with our own governance and leadership teams. Our priority is ensuring efficient, dependable rail services for everyone.

Primary Purpose of Job:

The Deputy Company Secretary supports the Group General Counsel and Company Secretary in developing, delivering and continuously improving corporate governance across DfT Operator Limited (DFTO) and its subsidiary train operating companies. The role is responsible for helping to develop and embed robust governance frameworks, effective board and committee administration, compliance with statutory and regulatory obligations, and the provision of governance advice to directors and senior stakeholders.

The postholder will play a key role in supporting DFTO's expanding operating group, governance modernisation, transition activities and future Great British Railways readiness, providing leadership and strategic expert advice that embeds consistent, proportionate and scalable governance arrangements across the organisation.

Key Responsibilities:

Corporate Governance

• Develop and lead secretariat team and support the Company Secretary in driving and embedding effective governance arrangements and structures across DFTO and its subsidiary companies.
• Lead the Company Secretariat team and the associate activity, defining its vision, operating model, priorities and performance standards in liaison with the Company Secretary and delivering a high-performing, trusted and customer-focused governance service across DFTO. Lead the design and implementation of governance frameworks, policies and procedures across the DFTO Group and drive continuous improvement.
• Anticipate emerging governance developments and assess their strategic implications for the organisation, recommending proportionate changes to organisation-wide governance arrangements to maintain effective oversight, accountability and decision-making.
• Enable compliance with the Companies Act 2006, Articles of Association, framework document requirements, delegated authorities and governance policies through strategic advice and leadership of corporate governance activity.
• Oversee the administration and maintenance of governance documentation, including reserved matters schedules, terms of reference and corporate authorities.

Board and Committee Support

• Lead the planning and coordination of board and committee cycles across DFTO and subsidiary companies.

• Provide oversight and specialist leadership of the governance team managing Board and committee meetings including leading the preparation of agendas, the timely and efficient circulation of papers and minutes; and the efficient organisation and conduct of such meetings

• Attend meetings as required and oversee the production of accurate minutes, actions and governance records so that governance actions and decisions are effectively monitored and tracked.
• Provide strategic advice, challenge and expert guidance to the Chair, Non-Executive Directors and Executive Directors on governance matters.

• Oversee the effective tracking and closure of governance actions and decisions, maintaining clear accountability and visibility of progress

Statutory and Regulatory Compliance

• Oversee compliance with Companies House filing requirements and other statutory obligations.
• Lead the effective management of corporate records, registers and governance information, maintaining accurate and authoritative organisational records. Set and maintain standards for the documentation and recording of governance decisions, supporting transparency, accountability and a clear organisational audit trail. lead on director appointments, resignations, conflicts of interest declarations and related governance processes, providing expert advice and oversight.

Governance Leadership and Stakeholder Engagement

• Shape governance arrangements across the organisation through engagement alongside the Company Secretary with senior leaders, government departments, regulators, shareholder and external stakeholders, aligning governance practices with strategic, regulatory and shareholder requirements.
• Establish productive relationships with the DFTO Chair and Executive leadership team, as well as partners in the Department for Transport, Network Rail and GBR Programme company secretary teams in order to align industry corporate governance structures and share and understand best practise.
• Use governance expertise and influencing skills to champion and get buy-in to the importance of governance from stakeholders including board members, making governance a priority across the business.
• Challenge a wide-range of stakeholders, often at a senior and executive level, where it is felt that proper governance is not being followed, whilst also working to make processes simpler and better to achieve best practice across the organisation.
• Act as the senior expert point of advice on corporate governance matters for subsidiary TOCs and corporate functions, providing authoritative guidance on complex or sensitive issues and supporting consistent, proportionate governance across the operating group.
• Develop and lead on implementing governance training and induction programmes for directors and senior managers.

Governance Transformation & Industry Transition

• Lead the development and evolution of scalable governance arrangements across DFTO’s expanding operating group, establishing consistent principles and frameworks that support effective oversight while reflecting the needs and maturity of subsidiary TOCs.
• Lead governance modernisation across the organisation, identifying opportunities to simplify and strengthen governance frameworks, processes and ways of working so they remain proportionate, effective and aligned to the organisation’s evolving operating model.
• Provide governance leadership through organisational transition and in preparation for Great British Railways, anticipating future governance requirements and shaping arrangements that support an effective transition and future operating environment.

Key Competencies

• Strong organisational skills with the ability to manage competing priorities.
• Sound judgement and a pragmatic, risk-based approach.

• Knowledge, Skills, Experience & Technical Qualifications:

Essential

• Significant experience working in a senior company secretarial, governance or corporate governance role, with proven ability to lead the design and delivery of governance arrangements in a complex, multi-faceted environment
• Excellent working knowledge of the Companies Act 2006 and UK corporate governance principles.
• Strong knowledge of company secretariat practice and company law.
• Experience supporting boards and board committees through strategic advice.
• Experience overseeing the production of high-quality board papers, minutes, governance reports and corporate records.
• Experience operating within a government, public sector, regulated infrastructure or Arm's Length Body environment
• Experience working with shareholder, ministerial or government governance arrangements
• A skilled communicator and influencer, including at executive and Board level and adept at engaging senior leaders, with the ability to operate effectively within a politically sensitive and highly regulated environment.
• Excellent leadership and stakeholder management skills, with experience of leading cross-functional working groups and fostering a positive spirit of collaboration across organisational boundaries and hierarchy.
• Strong organisational skills with proven ability to manage or coordinate multiple, competing high priority activities to tight deadlines.
• Experience advising directors and senior stakeholders on governance matters.
• Strong written and verbal communication skills.
• Experience working within a complex, multi-stakeholder environment.

Desirable

• Chartered Governance Institute (CGIUKI) qualification or working towards qualification.
• Experience of governance within a group structure.
• Experience of governance technology platforms such as OnBoard.
• Understanding of the rail sector and public ownership environment.

Vacancy Details:

Duration: Fixed Term up to 31st March 2028 contract/secondmentLocation: We currently have officesin London Waterloo, Leeds, BirminghamSalary Banding :£92,890 to £103,212
Closing date: 18th November2026

DFTO Locations:

DFTO currently have office locations in London, Birmingham and Leeds and individuals can be based from any of the three locations. Whilst we do offer hybrid working there are sometimes demands to travel to the other office locations.

DFTO Benefits:

Annual Leave: Starting at 25 days and rising to an additional day per year of service completed within the first 5 completed years up to a maximum of 5 additional (30 days)

DC Pension Scheme: 10% Employer contribution, 5% Employee contribution

Opportunities to learn and network across the wider industry

Additional Information…

Disclaimer: Candidates applying for this position on a secondment basis must inform their line manager prior to submitting their application. This is to ensure transparency and facilitate any necessary discussions regarding workload and responsibilities.

About our people and the recruitment process - We're an inclusive employer of choice and we welcome applications from everyone! We encourage our colleagues to work flexibly, as we know traditional working patterns don't always fit. If you want to consider working flexibly, just let us know and we'll do our best to help and invest in your career with us, whilst you have a healthy work life balance.

Contact:

If you have any questions or reasonable adjustments, please contact Dean.palmer@dftoperator.co.uk

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