22 Oct
Smith & Nephew
Watford
Job details
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Job type
- Full-time
Location
Building 5 Croxley Park Hatters Lane, Watford
Full job description
Group Deputy Company Secretary
Location: Watford (Hybrid)
Background
The role requires an experienced, confident and dynamic individual to: (i) engage and develop trusted relationships with the Group General Counsel and Company Secretary, Board members, Executives and employees and third parties globally; (ii) implement and enhance the global governance framework aligned with the strategy of the Group driving continuous improvement, optimisation and simplification of systems, platforms and technologies; (iii)
manage and develop the Corporate Secretariat team and a team of local Company Secretariat liaisons in key markets to ensure consistent implementation of the Global Governance framework; and (iv) alongside the Group General Counsel and Company Secretary, to provide expert advice on the Group’s corporate governance, and pragmatic, commercial and strategic input into company secretarial matters.
Purpose of the Job
- To support the Group General Counsel and Company Secretary in providing company secretarial support to the Board and the Group as a trusted adviser, deputising for the Company Secretary as required.
- To partner closely with the Group General Counsel and Company Secretary to implement and enhance a comprehensive and consistent global corporate governance programme for all Group entities, including without limitation a global subsidiary governance programme, support to statutory directors globally and development of Governance strategy and initiatives
- Proactive provision of Board and Committee support, acting as secretary to the Audit Committee,
Disclosures Committee and such other Committees as the Company Secretary may require from time to time,
- Support the global share plan manager on corporate regulations and reporting requirements and liaise with key functions and GBS teams as required, driving continuous improvement, optimisation and simplification for global share plans;
- Managing the company secretarial aspects of the Annual Report closely liaising with key functional experts and identifying opportunities for optimisation and improvement in terms of process, technology and content;
- Implementation and enhancement of a global governance training and awareness programme focusing on hot topics and key areas of corporate governance for the Group;
- Responsible for managing, developing,
mentoring and coaching the Global Secretariat teams including direct reports and local Company Secretariat liaisons in each market;
- Management of Company Secretarial budget;
- Such other projects and activities as may be required by the Group General Counsel and Company Secretary from time to time.
Main Duties and Responsibilities
As Group Deputy Company Secretary, you will have responsibility for a broad range of company secretarial activities, including:
Board and Committees
- Manage and deliver a best in class company secretarial service and support to the Board and its Committees, acting as secretary to Audit and Disclosure committees and other committees and meetings as required.
- In conjunction with the Group Company Secretary,
ensuring that UK and US governance procedures and processes adhere to best practice standards and expectations.
- Ensuring the smooth administration of meetings including the timely and accurate production of Board and Committee papers, agenda planning and minutes and managing and reporting on matters arising.
- Providing continuing support, advice and guidance to members of the Board and Executive Committee. Assisting the Group Company Secretary with the appointment and induction of new Non-Executive Directors, including the development and implementation of bespoke induction programmes. Supporting Non-Executive Directors on ad hoc matters, including share/bond dealings.
- Draft, review and maintain Terms of Reference for Board and Committees;
- Draft Secretary’s Report and other papers for Board and Committee meetings;
- Assist Company Secretary with facilitation of annual Board Evaluations;
- Support with shareholder strategy and the management of relationships with proxy advisory bodies;
- Monitoring and advising on the impact of emerging governance and regulatory matters, responding to consultations and representing the company on working groups as appropriate;
- Deputise for the Group Company Secretary, as required.
Reporting and Compliance
- Ensure compliance with UK, US and global legal, regulatory and listing requirements relevant to the Group, including but not limited to Companies Act, Listing Rules, Disclosure Guidance and Transparency Rules, MAR and managing the timely disclosure of information.
- Oversee the management of the company’s AGM and the production of AGM documents; dealing with emerging AGM issues.
- Alongside the Group Company Secretary, oversight of Corporate Secretariat’s production of the Annual Report, including the drafting and review (as appropriate) of the corporate governance report, remuneration report, directors’ report and related disclosures and ancillary documents; delivery of year end processes.
- Ensuring the preparation, compliance, review and release of regulatory announcements.
Share Plans and Share Registration
- Responsible for the management of share registration matters and processes, including the dividend and DRIP/SCRIP processes, share forfeiture and small share dealing programmes and the operation of the UK and global corporate sponsored nominees.
- Overseeing relationships with external administrators and lawyers.
- Approval of share allotments in connection with the Group’s share schemes. Issue instructions and liaise as required..
Global Governance and Training
- Responsible for the development of the Group Subsidiary Governance Framework and for establishing group wide procedures and policies to ensure the effective oversight, control and governance of the Group’s corporate structure.
- Oversight of subsidiary entity management, support for statutory directors and training and awareness programmes.
- Supporting members of the Corporate Secretariat team to ensure the highest standards of statutory compliance and best practice, instructing third party advisers as appropriate.
- Acting as the point of escalation for issues arising and ensuring their appropriate resolution.
- Implementation and enhancement of a Global Group training programme on governance matters and hot topics eg signing authorities, delegated authorities, corporate governance information etc.
Transactional and Project Support
- Advise and support on the company secretarial aspects of any major corporate actions and transactions.
- Advise and support on intragroup funding processes, including dividends and equity injections to ensure delivery and compliance with company law.
- Manage and support the team on corporate simplification work, including distributable reserves, liquidations and loan restructuring programmes.
- Work with cross-functional teams including Tax, Treasury, Legal, Property, IR and external advisers to deliver projects in a collaborative and collegiate way.
Team Management and Leadership
- Oversight, management and development of the Corporate Secretariat Team - line manager, coach and mentor for team members.
- Develop and maintain the right culture, behaviours and standards across the team.
- Drive continuous improvements in policies, procedures and quality of the service.
- Ensure the efficient running of the team and the provision of the highest quality company secretarial advice and assistance on any matter arising.
- Support the Group General Counsel and Company Secretary with budgeting and cost management for the Corporate Secretariat Team.
- Responsible for the recruitment process to hire new team members as and when required.
Qualifications and Technical Experience
- Qualified Company Secretary (ideally FCG) with substantial experience (15 years post qualification) within a UK listed environment and experience of overseas listings, global corporate entities and restructures and managing a small team.
- Thorough understanding of company law, listing and disclosure rules and other corporate governance and compliance matters relevant to a UK listed company.
- Prior experience of providing secretarial support and advice to Remuneration Committees required
- US listed experience preferred but not essential.
Competencies and Skillsets
- Needs to be able to operate at the highest levels within the organisation with the proven ability to build relationships with senior stakeholders, including members of the Board and Executive Committee.
- Experience of working with directors and senior stakeholders in a complex listed company environment, ideally in a matrix organizational structure. Forge strong working relationships with commercial teams and functions eg Treasury, Accounts, Internal Audit, Corporate Communications etc.
- Development of strong external relationships with Group’s Registrars, Depositary Bank, Brokers, Solicitors, Auditors, Shareholders, Companies House, Stock Exchanges.
- Solid commercial awareness and able to think creatively to proactively offer ideas and solutions to support the evolving needs of the wider business.
- Regarded internally as the “go-to” person on corporate governance, registration and global corporate entity matters. Strong technical and analytical skills, with the ability to think broadly on issues and apply sound judgement in problem solving
- Excellent written and verbal communication skills, with a good eye for detail and the ability to deliver complex messages in a simple and creative way.
- Strong project management, planning and organisational skills and the ability to work well under pressure, prioritise effectively and meet deadlines.
- High energy levels, resilience and ability to work effectively with colleagues at all levels across the organisation.
- Able to lead and adapt well to change in a fast-changing corporate environment.
- Tenacious and persistent approach with a focus on personal development and developing other members of the team.
- Demonstrate a collaborative approach with a focus on the “how” as well as the “what”.
- Proactive drive for continuous improvement across all governance matters and with external vendors in the level of service provided by external advisors, particularly share plan administrators, registrars and depositary banks.
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▶️ Group Deputy Company Secretary
🖊️ Smith & Nephew
📍 Watford