Company Secretary & Head of Governance - 14 month Fixed Term Contract

Job DescriptionRole SummaryTo provide comprehensive and high-quality secretariat support to all group company Boards, Board Committees, working closely with Board members and the Executive CommitteeTo oversee and periodically review the overall corporate governance framework for the organisation and ensure it remains fit for purpose and provides clearly accountable decision making and oversightTo oversee statutory reporting for each W1M Group companyTo ensure compliance with the relevant legislative and constitutional requirements for each W1M Group companyTo handle all matters relating to share capital, including responsibility for statutory processesRole DutiesDuties include (actioning or overseeing):Boardsensure all companies in the W1M Group comply with corporate law and governancesupport the Chair of each company to ensure that each Board functions efficiently and effectivelyoversee the annual Board and Board Committee meeting calendars to ensure all meetings take place in the correct order and cover the appropriate topics (based on Terms of Reference, Annual Cycle and discussions with Chair and Committee members)act as secretary or oversee the secretary for: all Board meetings and Shareholder meetings, including:draft meeting agendas in consultation with the meeting chairdraft written resolutionsprepare and circulate packs in advance of meetings using Board Intelligenceproduce / review Board and Committee minutesrecord and report on actions from meetings and monitor them to completionensure that meetings and resolutions are held and passed in accordance with the relevant companys Articles of Association and Shareholders Agreementassist the chair of each Board/Committee with the periodic review of the Committees performancesign documents on behalf of the Board as necessary and as instructed or delegated by the BoardCorporate Governanceresponsible for the overall corporate governance framework for W1M Group and its subsidiariesperiodically review the corporate governance frameworks to ensure these remain fit for purposedraft governance related documentationensure the appropriate constitution of each Board and Committee, with clear terms of reference:carry out annual reviews of each Boards and Committees terms of referencemonitor compliance with those terms of referencedraft updates to the W1M governance manual for annual review by the Boardensure that each Committee understands the powers that the Board has delegated to it and that it does not act beyond its stated powersensure clear coordination between the Board and its Committeesmaintain a list of Matters Reserved for the Board of each company and ensure that the relevant approval is received for each of these mattersmonitor and report to the Board on relevant legal and governance developments and potential impacts, including the Companies Act 2006 and the UK Code of Corporate Governanceprovide corporate governance advice and support to key stakeholders including the group Boards, Committees and management, including:ensure good information flows within the Board and its Committees and between senior management and non-executive directors and between group companiesfacilitate induction and professional development of a new director or the Board and its Committees as requiredwork with senior management to ensure reports to the Board are concise while proving the relevant informationStatutory Dutiesmaintain the company registers and statutory books for all group companies, including the register of members, directors and secretaries, transfers, certificates and people with significant controlidentify, complete and file corporate returns with the Register of Companies and HMRC, including:Report and accountsConfirmation statementsNotices of appointment, removal and resignation of directors and the secretaryCompany SharesHandle all matters relating to the share capital of each W1M Group company and shareholding structures:the sale, purchase or transfer of shares, including the Employee Benefit Trust of Sabrina Topcoact as primary point of contact for all shareholders in relation to the purchase, sale or transfer of shares, including as relevant, any trading windowobtain the necessary Board approvals and resolutions as required in the Articles of Association and Shareholders Agreementsissue paperwork and share certificates or liaise with the Trustee of the EBT to arrange and issue paperwork and share certificatesmanage the groups share capital including any MIPensure that the relevant filings are completed with the Registrar and HMRC including stamp dutythe communication and payment to shareholdersTo implement any authorised changes in the structure of each companys share capital in accordance with the Articles of Association and Companies Act 2006Role with ManagementAssist the secretary for Executive Committee meetings, including:draft meeting agendas in consultation with the chief executiveprepare and circulate packs in advance of meetingsproduce comprehensive Committee minutes, ensuring that an accurate representation of each meeting is recorded and maintainedrecord and report on actions arising from meetings and monitor them to completionwrite or draft any reports relating to the Company Secretary role as necessaryensure that the Boards decisions and instructions are properly carried out and communicated by EXCO in respect of the corporate strategyAd Hoc Projects Implement any authorised corporate or share capital restructures, in accordance with the Articles of Association, Shareholders Agreement and Companies Act 2006, including share buy backs and allotments, corporate liquidations,Handle the corporate governance aspects of subsidiary acquisitionsRole FunctionThe Company Secretary and Head of Governances role is (a) to facilitate the smooth operation of the companys formal decision-making and reporting function, (b) to ensure the effective functioning of the Board, and (c) to ensure the appropriate decision-making processes and controls are in place so that the Company can be run in a way that enables management to achieve the firms strategic objectives, while ensuring that the interests of all stakeholders are appropriately balanced and ensuring stakeholders can have confidence and trust in the Company.The Company Secretary and Head of Governance is responsible for the smooth running of all Board meetings, Board Committee meetings. This includes all preparations ahead of each meeting, comprehensive and accurate minute taking, advising the Board of any matters as required and managing action points to completion after each meeting. These responsibilities will ensure that the Board receives the relevant information prior to the meeting with sufficient time to review this and will ensure that there is an accurate record of each meeting, including all decisions taken at a meeting and significantly the challenge and discussion held prior to each decision.The Company Secretary and Head of Governance is responsible for the oversight of the overall governance framework for the organisation and will review this periodically to ensure it remains fit for purpose.The Company Secretary and Head of Governance is responsible for the groups shares and maintaining efficient and effective share procedures. This includes liaising with shareholders and prospective shareholders, promoting any opportunity to purchase shares to all staff and managing any MIP or share-related employee incentives.The Company Secretary and Head of Governance is required to maintain a high level of confidentiality throughout the role. The Company Secretary and Head of Governance is an officer of each company in the W1M Group, like the directors of each company, and must comply with all requirements and obligations under the Companies Act 2006, many of which are backed up by criminal sanctions or fines.The role supports to the Board and its Committees from a legal and governance perspective. The Company Secretary and Head of Governance must therefore keep adequately up-to-date on relevant company law, including the Companies Act 2006 and the UK Code of Corporate Governance (UK Code). While the UK Code is not mandatory for W1M, it should be monitored and any significant changes highlighted to the Board in order that the Company can comply where possible and appropriate as a matter of best practice. The Company Secretary and Head of Governance is responsible for promoting good corporate governance and assisting the Board to uphold high corporate governance standards by ensuring good information flows within the Board and its Committees and between senior management and non-executive directors.QualificationsQualified to be a Company SecretaryCompetenciesHighly organised and efficientAble to communicate across all levels of seniorityHigh attention to detailExperienceMinute-taking at Board level

Created: 2025-06-27