Company Secretary - Corporate Law, Bank Governance, M&A

An opportunity has arisen for a Company Secretary to join the Legal Affairs Team, providing company secretarial services to a major manufacturer and their Bank. The ideal candidate will bring experience of the financial services sector, understanding of corporate law and governance, and excellent organisational skills.

Main Tasks and Skills Required:

• Providing corporate governance and company secretarial services to the Board, Audit, Risk and Remuneration committees and the Company entities.
• Working with chairs, CEOs and Directors to organize Board & committee meetings, arrange Annual General Meetings, issue notices, collate annual rolling agendas, meeting agendas, draft papers, review draft papers, liaise with stakeholders, guide presenters in respect to Directors' expectations on Management Information, tracking of follow-up actions, coordinating director induction, coordinating Board briefing/training sessions, coordinating Board Effectiveness Reviews.
• Attendance at Bank plc and The Company Board meetings & Bank plc committee meetings to take minutes.
• Providing advice to the directors on their duties under the Companies Act, regulatory conflicts and distributions.
• Managing Director Appointments and Resignations for the Bank plc, The Company and other related affiliate companies including supporting regulatory applications.
• Reviewing and Updating Corporate Governance documents.
• Providing input for regulatory documentation for ICAAP, ILAAP, RRP and Strategy and Business Models.
• Oversight of corporate disclosures for a UK bank with listed debt obligations and providing corporate governance input to the Annual Reports and Accounts.
• Oversight and coordination of company secretarial work including signing authorities, maintenance of statutory registers & records, arranging for powers of attorney and certifications.
• Oversight for and maintenance of Record of Processing Activities in the context of Data Privacy.
• Oversight of Legal Entity Management work including incorporations, corporate restructures, liquidations, share allotments.
• Input into EMTN disclosures, compliance with obligations and maintenance of Insider lists.
• Oversight of Companies House and other government filings including annual accounts filing, director changes, confirmation statements, payment practices reports, Modern Slavery & Anti-Human Trafficking Statements.
• Handling ad hoc requests for copies of registers and providing corporate information.
• Providing direction to and supervision of the Bank plc Company Secretary Trainee and The Company Administrators.
• Ensuring Bank plc, the Company entities and other relevant affiliates remain in good standing.
• Oversight of document notarisation and legalisation.
• Keeping abreast of legal and regulatory changes to establish impact on business.
• Ensuring compliance with legislative, regulatory, and where relevant group policy requirements.

Main Experience Required:

• Knowledge of UK corporate law and understanding of corporate law principles for application across the group.
• Organisational and administration skills, effective minute writing for Board, Audit, Risk & Remuneration committees, comfortable with tight and multiple deadlines.
• Understanding of corporate governance requirements for a UK bank.
• Acquaintance with regulatory documents required by a UK bank for submission to regulator.
• Understanding of detailed corporate reporting requirements of a bank with listed debt for annual report, periodic reports and market abuse disclosures.
• Effective communication skills to apply with directors, non-executive directors, senior management and employees.
• Knowledge of UK corporate governance requirements for Board, Audit, Risk & Remuneration committees.
• Understanding of merger, acquisition, disposal and corporate reconstructions when liaising with external counsel.
• Ability to work closely with accounting, tax, treasury, corporate reporting and corporate strategy departments, with an understanding of their roles, requirements and responsibilities.

Experience Preferred:

• Understanding of Global Enterprise Management Systems and BoardVantage type software.

This role reports to the Director, Legal Affairs, FCE Bank plc. You will partner closely with stakeholders across the business.