Reporting to the General Counsel & Company Secretary , the Deputy Company Secretary will work closely with the General Counsel & Company Secretary, on matters of PLC governance and act as their formal deputy on Company Secretarial matters. The Deputy Company Secretary will work closely with Legal on group entity management and subsidiary governance for 60+ entities in 45+ countries across the UK, EU, US, LATAM and APAC/Middle East, through a hub-and-spoke model of a central Legal & Business Integrity (LBI) team, regional coordinators and outsourced local providers.
Key accountabilities — PLC governance:
Board and committees
- Own the board and committee calendar, agendas, papers, minutes and action logs.
- Own the board portal, with Technology supporting the platform.
- Maintain the directors' conflicts register and lead director induction and training.
- Run the governance aspects of board appointments, and support board evaluation and succession planning for the Chair and Nomination Committee.
- Own governance policies: dealing code, delegated authorities, matters reserved for the board and committee terms of reference.
AIM, UK MAR and market disclosure
- Manage the Nominated Adviser relationship and advise on compliance with the AIM Rules for Companies.
- Own the QCA Corporate Governance Code compliance statement and AIM Rule 26 website disclosures.
- Run inside information assessment and insider lists, working with Legal.
- Release results and trading updates via RNS (Finance owns content).
- Monitor AIM Rule 17 significant shareholdings and analyse the shareholder register.
- Own dealing clearance and PDMR/PCA notifications under Article 19 of UK MAR.
Annual report and AGM
- Own the governance and committee reports in the annual report, and check the directors' remuneration report.
- Own the AGM: notice, resolutions, registrar, proxies and voting results.
Share capital and share plans (shareholder- and regulator-facing elements only)
- Own Remuneration Committee papers, minutes and grant resolutions.
- Draft and maintain plan rules and run shareholder approvals.
- Own share issues and EBT transfers on vesting, block listings and related AIM notifications.
- Own EBT governance and trustee liaison.
- Manage allotment authorities, buybacks and the dividend process, following Finance's distributable reserves confirmation.
Statutory compliance for the plc
- Own the plc's Companies House filings, including identity verification under the Economic Crime and Corporate Transparency Act 2023.Key accountabilities — Group and subsidiary governance
Key accountabilities — Group and subsidiary governance:
Framework, data and systems
- Own the entity management system as the group's single source of truth (local providers keep records updated).
- Own the group structure chart and legal entity master data, consulting Finance on tax and ERP.
- Own seals, constitutional documents and records retention.
- Own beneficial ownership registers in each country (PSC in the UK, UBO elsewhere).
Subsidiary governance
- Work closely with Legal on the following:
- Subsidiary governance standards and annual attestations from local directors.
- Subsidiary director appointments and resignations, triggered by HR when a director joins, leaves or changes role.
- Subsidiary board meetings and resolutions, delivered by local directors or providers.
- Maintain the group delegated authority framework and powers of attorney (Finance is accountable for financial limits).
- Approval of subsidiary dividends and capital repatriation following Finance's distributable reserves confirmation.
Entity lifecycle
- Work closely with Legal on incorporations, dissolutions and restructurings once Finance has approved the business case and tax analysis.
Statutory compliance and provider management
- Own statutory filings, annual returns and registered office arrangements, delivered by local providers.
- Manage local provider arrangements under a framework contract, with service levels and a shared compliance calendar.
- Ensure provider service levels are managed centrally.
- Ensure hand-off triggers from HR, Finance, Technology and Legal operate as designed, holding other functions to the required outputs and deadlines.
Person specification
Essential
- Chartered Governance Institute qualified, or a qualified solicitor/barrister with substantial listed-plc company secretarial experience.
- Experience of AIM or Main Market obligations, including the AIM Rules, QCA Code and UK MAR disclosure processes.
- Track record of servicing a plc board and committees, the annual report and the AGM.
- Working knowledge of share capital and employee share plan mechanics, including EBTs and block listings.
- Experience overseeing multi-jurisdictional entity management, including managing outsourced corporate services providers.
- Experience implementing or operating an entity management system.
Desirable
- Experience implementing a board portal.
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