Divisional Corporate Governance Manager

Who are we? Howden is a global insurance group with employee ownership at its heart. Together, we have pushed the boundaries of insurance. We are united by a shared passion and no-limits mindset, and our strength lies in our ability to collaborate as a powerful international team comprised of 24,000 employees spanning over 56 countries. People join Howden for many different reasons, but they stay for the same one: our culture. It’s what sets us apart, and the reason our employees have been turning down headhunters for years. Whatever your priorities – work / life balance, career progression, sustainability, volunteering – you’ll find like-minded people driving change at Howden.

What is the role? To act as the Divisional Corporate Governance Manager for all divisions present in the European region and Company Secretary for the Europe Broking division, with possible future line management responsibility for further members of a European corporate governance team. This role involves assisting in the provision of professional Corporate Governance and Company Secretarial services to the board and executive committees of Europe Broking division and assisting in the implementation of corporate governance best practices across all divisions operating in the region.

What will you be doing?

• Meetings: Management of board and committee meetings for the Europe Broking division including board and committee paper collation and following up on board and committee action points. Planning, preparation and circulation of agendas and papers (using Diligent Boards, if needed) for board and committee meetings within the Europe Broking division. Attend and minute the Europe Broking division’s board and committee meetings. Assist in the coordination (with the support of external service providers, as needed) of shareholder meetings and preparation of shareholder resolutions in respect of the European subsidiaries of the Howden Group.
• Company Registers: Assisting in and coordinating the maintenance of divisional statutory books (Diligent Entities) to ensure timely and accurate filings including tracking and diligent filing of meeting minutes. Creating and setting standards for the maintenance of company registers and timely statutory filings. Creating and maintaining a centralised register (on Diligent, if appropriate) of entity information.
• Corporate Governance: Assist with the implementation of corporate governance standards set by the Group. Assist in the creation and maintenance of committee terms of reference, board charters, and board and committee member role profiles. Research and record corporate governance requirements across the European region. Provide Divisional-level corporate governance advice. Provide and support Divisional-level directors’ interests and conflicts reporting.
• AML/KYC: Support the provision of AML and KYC information to stakeholders and counterparties.
• Transactions and Integration: Assist with the integration of the Group Company Secretarial systems and records of acquired and newly formed subsidiaries within Europe. Assist in preparing and obtaining approvals for M&A activity in Europe. Support entity integration and corporate restructuring efforts in Europe.
• General: Assist in the implementation and maintenance of an up to date, structured Company Secretariat filing and archiving system. Review, promote and adopt the use of technology, including AI, to increase the efficiency and quality of divisional CoSec services and data. Managing relationships with CoSec providers, law firms and notaries who support Company Secretariat and governance activities.

Key Delivery Requirements:

• Understand and respond to European and Group requirements, managing varied and sometimes conflicting priorities.
• Produce accurate materials within required timescales.
• Consistently deliver an excellent and comprehensive service, take initiative and full ownership of projects.
• Ensure all dealings are carried out with integrity and professionalism and handle confidential information appropriately.
• Act in utmost good faith, in accordance with Group policies and never risk the Group’s reputation.
• Continuously develop skills and knowledge and support the development of others.
• Maintain accurate records and deal with correspondence appropriately.

What are we looking for?

• Ability to work effectively with people of all levels of seniority, both internally and externally.
• Strong technical knowledge and with high accuracy and attention to detail.
• Excellent communication and presentation skills.
• Good organisational and time management skills.
• Analytical ability for problem-solving, troubleshooting, and resolution.
• 5+ years’ experience in a company secretarial, governance or equivalent role, ideally in the insurance industry or in financial services.
• Minute taking experience with regulated entities at board level.
• Diligent Entities experience (or equivalent) desired.
• Diligent Board experience (or equivalent) desired.
• Knowledge of existing European statutory and regulatory legislation useful but not essential.
• Educated to degree level.
• Chartered Governance Institute ACG status desirable.
• Legal qualifications and experience advantageous.

What do we offer in return? Our successes have all come from someone brave enough to try something new. We support each other in the small everyday moments and the bigger challenges. We are determined to make a positive difference at work and beyond.

Reasonable adjustments: We’re committed to providing reasonable accommodations at Howden to ensure that our positions align well with your needs. Besides the usual adjustments such as software, IT, and office setups, we can also accommodate other changes such as flexible hours or hybrid working. If you’re excited by this role but have some doubts about whether it’s the right fit for you, send us your application – if your profile fits the role’s criteria, we will be in touch to assist in helping to get you set up with any reasonable adjustments you may require.