Company Secretary & Governance Manager GPMS - CORPORATE FUNDS ADMINISTRATION · Edinburgh Office

About the Team

Patria Global Private Market Solutions (GPMS) business manages more than $12bn of primary, secondary and co-investment investments in multiple jurisdictions and within a broad range of collective funds, segregated accounts and a leading Investment Trust. The business has an exciting future following its acquisition by Patria Investments in 2024. The role is based in our Edinburgh office. We operate a hybrid working policy with the opportunity to work from home one day a week.

About Patria

Patria is a leading alternative asset manager with over 30 years’ experience in Private Equity, infrastructure, Real Estate and Credit. We are, essentially, a long-lasting and resilient entrepreneurial Partnership, that continually assesses the environment and identifies trends. We quickly adapt our investments and product offering to capture investment opportunities derived from such analysis, delivering consistent results to our clients and creating long-lasting impact for all our stakeholders. We are home to professionals who carry this entrepreneurial spirit as a live and dynamic Partnership, where new members are welcome, and we evolve with their expertise and cultural characteristics. We know how to transform ideas into real business opportunities and are engaged in the development and perpetuation of the Partnership.

About the Role

We are looking for a Company Secretary & Governance Manager to lead our company secretary and governance practice in the UK. The role will provide first class company secretarial and governance support to Patria Private Equity Trust PLC, our FTSE250 listed investment trust client. Working closely with the Board, the investment manager, and the supporting functions, this role will develop a key ‘trusted advisor’ relationship with the board of PPET. The role will also deliver Company Secretary and Governance services to Patria’s UK investment management companies and help coordinate and oversee the governance of our fund vehicles. This is a unique opportunity to develop and build the company secretarial practice in the UK and related jurisdictions and connect this practice to Patria’s wider global governance framework. The role will report to Patria’s Regional COO with a dotted line to Patria’ General Counsel. The role will work closely with Investments, Compliance, Legal and Operational functions in GPMS and wider Patria teams.

Key Responsibilities

• Act as the key point of contact for the Chair and Board Members
• Plan, prepare, attend and execute Board and Committee Meetings, principally in Edinburgh & London
• Preparation of agendas, minutes and action tracking
• Draft and present relevant Board and Committee Papers - predominantly relevant legal, corporate governance and regulatory matters
• Management of Board production process and engagement with contributors / authors
• Annual, Half Yearly & ad hoc financial reporting
• Preparation of Directors' reports, notices of general meeting and general information
• Support the preparation of other publications such as Chairman's statements and Investment Manager Report ensuring accuracy of all materials
• Management of production timetables, internal liaison of materials & distribution of reports
• Management of payment of dividends, and dividend timetables
• Oversight and processing of Directors’ fees and expenses and client invoices
• Management of share capital including conversion of loan stock, dividend reinvestment and the issue of new shares and/or share buybacks
• Preparation of Notices of Meeting and production and circular of notices to shareholders
• Liaising with the Register in relation to proxy voting
• Engagement with proxy voting agents on resolution recommendations
• Preparation of stock exchange announcements
• To act as a central point of contact for our investment trust clients. Developing and maintaining relationships with: Client Chair, Client Board of Directors, Registrar, Auditors, Legal Advisors, Broker, Custodian and other third parties.
• Ensuring compliance with UK Corporate Governance Code, AIC Code of Corporate Governance, Listing Rules, Disclosure Guidance & Transparency Rules and Companies Act, Statutory Registers, LSE announcements, Company’s Articles of Association, Registrar of Companies and FCA filings, provision of relevant insurances and other ad hoc tasks.
• In conjunction with Patria Legal & Compliance teams, execute an effective governance framework for UK regulated management companies and related branches and subsidiaries
• Plan, prepare, attend and execute Board and Committee Meetings, principally in Edinburgh & London
• Draft and present relevant Board and Committee Papers - predominantly relevant legal, corporate governance and regulatory matters
• Management of Board production process and engagement with contributors / authors
• Drafting and Presenting Board Papers on areas of expertise – predominantly relevant legal, corporate governance and regulatory matters
• Track and execute annual filings for ~150 legal entities
• Support the establishment of new legal entities and liquidation of entities at the end of their lifecycle
• Support the maintenance of company books and records for entities
• Maintain the golden source of legal entities and develop data governance processes
• Oversee use of Atlas Governance System, Diligent Boardbooks and Docusign
• Liaise with overseas company secretarial service providers in jurisdictions including Cayman, Ireland, Luxembourg and Delaware
• Oversee the delivery of corporate insurances within GPMS
• Oversight of SMCR responsibilities and processes

Skills and Experience

This is a fabulous opportunity to work in a fast-growing private assets business and alongside deep industry SMEs in a supportive professional team. It is a ‘hands on’ role in a fast-paced environment with a real breadth of activity and exposure across GPMS and the wider business. Key skills and characteristics include:

• Education to degree level with a relevant professional qualification (preferably solicitor, chartered secretarial or accountancy).
• Detailed understanding of the UK Corporate Governance Code (preferably with an understanding of the nuances relating to investment companies), the Companies Act, and the FCA Listing Rules, DTRs and PRs.
• Experience of attending Board Meetings, working alongside client Boards and working in professional services.
• Strong management / leadership skills; you will be managing multiple stakeholders
• An excellent communicator (written and oral)

Diversity

At Patria we do not discriminate against any employee or applicant for employment because of race, colour, sex, age, national origin, religion, sexual orientation, gender identity and/or expression, status as a veteran, and basis of disability or any other protected class. Our employment policies strictly prohibit all forms of discrimination on any of the grounds in relevant laws. All our employment practices are solely based on individual merit and our organization's needs at the time.